Flood Alert Web App End User Licence Agreement

These Flood Alert terms & Conditions (the “Terms”) together with the appended Schedules (together this “Agreement”) set out the agreement between JACOBS U.K. LIMITED, a company incorporated under the laws of England & Wales with company registration No. 02594504, and having a registered address of Cottons Centre, Cottons Lane, London, SE1 2QG, United Kingdom (“JACOBS” or the “Supplier”), and the users of the www.floodalert.com website (“You”, “Your”, “the User”), in relation to the access and use of FLOOD ALERT at www.floodalert.com, a Cloud-based software service that provides spatial flood information, alerts and warnings, owned and operated by JACOBS (the “Service”).

BY USING THIS SERVICE THE USER AGREES TO THE TERMS OF THIS AGREEMENT. THE USER’S ATTENTION IS DRAWN, IN PARTICULAR, TO THE SECTIONS BELOW ENTITLED “WARRANTIES AND EXLUSIONS” AND "LIMITATION OF LIABILITY"

1.    Definitions

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1.1  The following definitions and rules of interpretation in this clause apply to these Terms:

“Affiliate” means as regards a party, any subsidiary or holding company of that Party, from time to time, and any subsidiary, from time to time, of a holding company of that Party (for the purposes of this definition, "holding company" and "subsidiary" shall have the meanings ascribed to them in Section 1159 of the Companies Act 2006);

"Applicable Data Protection Law" means the data protection and privacy laws and regulations applicable in the UK, including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679 (“GDPR”) as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and any replacement legislation coming into effect from time to time;

"Data Controller" has the meaning given in the Applicable Data Protection Law;

"Data Processor" has the meaning given in the Applicable Data Protection Law;

"Documentation" means the procedures and information distributed or otherwise made available by Jacobs to the Users either in printed form, online or stored electronically providing instructions and guidance in the use of the Service, which may be amended or updated from time to time by Jacobs;

"Flood Alert" is the trademark and branding used by Jacobs to refer to its Intellectual Property Rights in the Software;

"Intellectual Property Rights" means any and all, current and future, intellectual and industrial property rights and interests, including but not limited to (a) any patents, design, utility models, database rights, trademarks, service marks, eligible layout rights, designs, copyrights and topographical rights, moral rights, design patents, trading names, internet domain names, source code, rights in the get-up of products (including the screens and user interfaces of software) and other signs and indications of origin, whether registered or unregistered, and any applications for registration of any of them; (b) any discoveries, trade secrets, know-how, software and improvements;  (c)  together with any rights in server programmes, specifications, formulae, data, analytics, algorithms, libraries, know-how, processes, methods, techniques, development improvement and any other innovation, including but not limited to methodologies, frameworks, metrics, assessment questions, software configuration, customisation codes, images, ideas, confidential information, tools and text that are part of the proprietary content; and (d) all forms of protection of a similar nature or having equivalent or similar effect to any of them, in the UK or the world, for the duration of those rights and interests; and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Jacobs Group" means Jacobs, its Affiliates and third-party licensors and suppliers, including those of the Open Source Software;

"Open Source Software" means any software licenced under any form of open source licensing or any libraries or code or anything similar, included or used in, or in the development of, the Software, or with which the Software is compiled or to which it is linked;

"Privacy Notice" means the Flood Alert privacy notice available for information and acceptance on the Software which the Users must agree to in order to access the Software (also referred to as "Flood Alert Privacy Notice");

"Software" means the web-based software application known as Flood Alert, which supports the Service in communicating and visualising spatial flood information and warnings, and is owned, configured and managed by Jacobs and contains Third Party Materials and Open Source Software (for which the relevant rights are held and/or operated by Jacobs;

"Suggestions" means any and all ideas and/or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the Service suggested by any Users to Jacobs, which constitute Intellectual Property Rights under the applicable law;

"Supplier Data" means all the data pertaining to the Service;

"Third Party Materials" means any software, data, online services or infrastructure in relation to the Service that is owned or provided by a third party. These include but are not limited to:

• Public sector information licensed under the Open Government Licence v3.0.

• Natural Resources Wales information © Natural Resources Wales and Database Right. All rights Reserved.

• Environment Agency flood and river level data from the real-time data API (Beta).

• Ordnance Survey API Data (OS Open Identifiers Policy).

• © Mapbox;

"User Data" means data that is either collected and / or generated in connection with the User’s access and use of the Service.

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1.2    In this Agreement, unless expressly stated to the contrary or the context otherwise applies:

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1.2.1    reference to the singular includes reference to the plural and vice versa and reference to any gender includes reference to the other genders; and

1.2.2    reference to:

(a)    a person includes a firm, incorporated association, corporation and a government or statutory body or authority;

(b)    a person includes its legal personal representative, successors and permitted assigns;

(c)    time is to local time in London, England;

(d)    clause or schedule is to a clause of or schedule to this Agreement; 

(e)    this document or any other document includes the relevant document as varied or replaced from time to time by written agreement notwithstanding any change in the identity of the parties to the relevant document; 

1.2.3    any phrase introduced by the terms "including", "includes", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.4    reference to any statute, statutory provision, subordinate legislation, code or guideline ("Laws") includes a reference to such Laws as from time to time amended, extended or re-enacted

2.    Access, Use and Support

2.1    In consideration of the User agreeing to abide by these Terms, Jacobs agrees to provide the User a non-transferrable and non-exclusive right to access and use the FLOOD ALERT Service and Documentation in accordance with these Terms.

2.2    The User may only use the Service to search and view the Supplier Data within the limited User access and navigation rights provided.

2.3    If the User wishes the Supplier to perform any service which is not part of the Service, the User will be charged in addition for it as may be separately agreed by Jacobs.

3.    User Obligations

3.1    The User acknowledges that it is responsible for its input to the Service and for any use that it makes of such input and that Jacobs has no responsibility for such input or use.

3.2    The User acknowledges and undertakes that it will:

a)    use the Service for lawful purposes only and in accordance with this Agreement;

b)    use and adhere to any authentication codes or security procedures which the Supplier may notify the User from time to time.

3.3    The User shall not (in each case either directly or indirectly):

a)    copy or reproduce the Service, Software or the Documentation, or create, translate or otherwise prepare derivative works based upon the Service, Software, Documentation or Jacobs’ Group’s Intellectual Property Rights;

b)    exceed the User’s or other entitlement measures of the Service as set forth in these Terms;

c)    remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Service, Software, Documentation or Jacobs’ Group’s Intellectual Property Rights;

d)    assign, sell, resell, licence, rent, lease, distribute or otherwise transfer the rights granted to the User under these Terms to any third party except as expressly provided herein;

e)    except to the extent applicable laws specifically prohibit such restriction, modify, disassemble, decompile, reverse engineer, or attempt to derive the source code or underlying ideas or algorithms of any part of the Service, access all or any part of the Software to recreate the Software or use the Software for any competitive purpose;

f)    disseminate or otherwise disclose the content of any part of the Service or any underlying software except as expressly set out in these Terms;

g)    use the Service to infringe on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;

h)    interfere with or disrupt the integrity or performance of the Service;

i)    attempt to gain unauthorised access to the Software or its related systems or networks, or perform unauthorised penetrating testing on the Software; and/or

j)    use run-time versions of any third party products which may be embedded in the Service or any underlying software, for any use other than the intended use of the Service as specified in these Terms.

3.4    The User is responsible for acquiring and maintaining all licences and permissions necessary in respect of any third party software the User may use in connection with the Service.  

3.5    If at any time the User’s access to, or use of, the Service is not in compliance with any applicable Laws or regulation, the User will be in breach of these Terms, Jacobs will be entitled at its sole discretion to terminate the use of the Service and to cancel the User’s access to the Service.  The User acknowledges and agrees that Jacobs is entitled to report such a breach or non-compliance to any relevant regulatory body or agency, and that Jacobs will not incur any liability to the User as a result of the breach, the non-compliance, or Jacobs’ reporting of it.

3.6    Jacobs shall have the right to suspend the Service immediately if deemed reasonably necessary by Jacobs in order to protect the proper interests of Jacobs or of its suppliers. 

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3.7    The User represents and warrants to Jacobs that it has obtained, where required by law or regulatory authority, all registrations, permits, licences and approvals necessary in any relevant country for it to perform its obligations or receive the Services hereunder, or alternatively, that it is exempt from obtaining them. The User further warrants and undertakes to the other that in performing its obligations or receiving the Services under the terms of this Agreement it will comply with all applicable national and local laws and regulations.

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3.8    The User represents and warrants that (i) the User is not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) the User is not listed on any U.S. Government list of prohibited or restricted parties

4.    Intellectual Property Rights

4.1    The User acknowledges and agrees that Jacobs and/or its third party licensors own all Intellectual Property Rights (including any Intellectual Property Enhancements) in the Software and all underlying software and applications. All rights, title and interest and all Intellectual Property Rights in and to the Software and Documentation shall remain vested in the respective parties in the Jacobs Group and nothing in these Terms shall affect such rights or transfer ownership of any Intellectual Property Rights from Jacobs to the User.

4.2    Except for the rights expressly granted to the User under Clause 2, these Terms do not grant to the User and the User agrees and acknowledges that it shall not acquire any right, title, interest or licence in or under any of the Jacobs Group's Intellectual Property Rights to, in or related to the Service or Software.

4.3    The User acknowledges that any discoveries, inventions, patents, design rights or other Intellectual Property Rights including any Intellectual Property Enhancements arising (directly or indirectly) out of or in connection with the Software is the property of Jacobs.

4.4    To the extent that the User provides Jacobs with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Jacobs pursuant to these Terms and may be implemented by Jacobs in its sole discretion.  The User acknowledges that any Jacobs products or materials including but not limited to the Service incorporating any such Suggestions becomes the sole and exclusive property and intellectual property of Jacobs immediately upon the User uploading or providing that Suggestion to Jacobs. The User hereby assigns all Intellectual Property Rights in all and any such Suggestions to Jacobs effective as soon as the User provides such Suggestion to Jacobs.

4.5    The User acknowledges that the grant of access to the Service does not include any licence or access rights to any Third Party Material or Open Source Software, other than the access provided to the Service.  Any direct access or access over and above that provided pursuant to these Terms requires a separate licence from such parties owning the Third Party Material or providing the Open Source Software which the User must procure directly.

4.6    The User shall not use Jacobs’ trademarks (whether registered or unregistered) including in respect of the Service except with Jacobs prior written consent and will ensure it will not attempt, now or in the future, to claim any rights in the trademarks, degrade the distinctiveness of the trademarks, or use the trademarks to disparage or misrepresent Jacobs, the Software or the Service.

4.7      If any claim is brought or threatened by a third party against the User, alleging that the Service infringes such third party’s Intellectual Property Rights (an "IP Claim") the User shall immediately notify Jacobs in writing giving detailed particulars of the IP Claim.  The User shall not make any comment or admission to any third party in respect of any IP Claim without the prior written consent of Jacobs except, insofar as urgently necessary to maintain its legal position, to deny the claim.

4.8    Jacobs shall be entitled and, on Jacobs’ request, the User shall grant Jacobs such authority as required to allow Jacobs to assume control over the defence of any IP Claim and to settle such claim provided that such settlement does not impose any liability on the User other than restrictions on its use of the Service.

4.9    In the event that the User’s use of the Service in accordance with these Terms infringes a third party’s Intellectual Property Rights or if any IP Claim is made or threatened, or in Jacobs’ reasonable opinion is likely to be made or threatened against the Jacobs Group or the User, Jacobs shall be entitled (but not obligated) at its sole option and expense to:

4.9.1    procure for the User the right to continue using or maintaining the Service (or any part thereof) in accordance with the terms of these Terms; and/or

4.9.2    modify the Service so that it ceases to be infringing; and/or 

4.9.3    replace the Service with non-infringing software; and/or 

4.9.4    terminate the Service immediately

5.    Personal Data Protection

5.1    The Parties agree that the User is the Controller and Jacobs is the Processor only in respect of Personal Data within the User Data, for the purposes of delivering the Service covered by this Agreement. Jacobs shall only process the Personal Data in accordance with Schedule 1 in relation to Data Processing.  

5.2    The Parties acknowledge and agree that, with respect to the Personal Data processed pursuant to this Agreement, the following particulars shall be set out in Schedule 3:

5.2.1    the subject matter and duration of the processing;

5.2.2    the nature and the purpose of the processing;

5.2.3    the type of personal data; and

5.2.4    the categories of data subjects

5.3    The User shall have the sole responsibility for the accuracy, quality and legality of the Personal Data within User Data. The User warrants that it has (and, at all times during the period this Agreement is in force, it will have) the requisite rights, authority and consents to disclose any Personal Data to Jacobs for the purposes of the performance of this Agreement and that use by Jacobs of such Personal Data to provide the Service in accordance with the Terms will not infringe the rights of any third party.

5.4    For the purposes of clause 5.1 above, each Party warrants it shall comply with Applicable Data Protection Laws, including provision of information necessary to ensure fair and transparent processing in respect of data subjects. Each Party shall provide reasonable and prompt assistance, information and cooperation in connection with the data at clause 5.1 to the other Party to ensure compliance with the other’s obligations under Applicable Data Protection Laws.

5.5    By using the Service, the User agrees that the Supplier Group may collect and process Personal Data within User Data to monitor the use of the Service and identify any improvement requirements to the Service and Underlying Software, as detailed in the Privacy Notice provided with the Service. To this respect only, Jacobs is Controller.

6.    Service Availability

6.1    Jacobs reserves the right to change, suspend, remove, terminate, or disable access to any part of the Service for any or no reason at any time without notice. In no event will Jacobs be liable for the removal of, termination, or disabling of access to any such Service. Jacobs may also impose limits on the use of or access to certain parts of the Service, in any case, and without notice or liability.

6.2    Jacobs will be entitled in its sole discretion to make changes or upgrades to the Service or the Documentation or its accessibility.  The Service may be suspended for so long as is reasonably necessary to make such change or upgrade.

7.    Warranties and Exclusions

7.1    The User acknowledges that software is never wholly free from defects, errors and bugs and subject to the other provisions of these Terms, Jacobs does not warrant or represent that the Service or Software will be wholly free from such defects, errors or bugs. 

7.2    Jacobs is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3    THE SERVICE AND THE INFORMATION CONTAINED IN IT ARE PROVIDED FOR THE USER’S USE “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND. JACOBS (OR ANY MEMBER OF THE JACOBS GROUP) DOES NOT ACCEPT ANY LIABILITY OR LOSS OF DAMAGE OF ANY KIND ARISING FROM ANY INACURACY OR OMISSION IN OR THE USE OR RELIANCE UPON ANY INFORMATION ON THE SERVICE.

7.4    The Service may contain links to other websites. Neither Jacobs nor any member of the Jacobs Group assumes any responsibility for the owners or operators of such other websites, any goods and services they supply, or the content of their websites. No condition, warranty or other terms or representation is given in relation to any such website (including any liability arising out of any claim that the content of any external website to which the Software includes a link infringes the intellectual property rights of a third party). Hypertext links are not to be taken as an endorsement of such websites or as a warranty that such websites will be free of viruses or other such items of a destructive nature.  The User acknowledges that Jacobs does not control and cannot be responsible for the content or privacy practices of such website links.

7.5    Except as provided within these Terms, Jacobs does not make any other warranties, guarantees or representations concerning the operation or performance of the Software.   

7.6    Any and all warranties, expressed or incorporated are limited to the extent and period in these Terms. 

7.7    Except for the express warranties set out in these Terms, to the maximum extent allowed by applicable Law, Jacobs disclaims and excludes all other warranties, representations and conditions of any kind whatsoever and other terms, in each case whether express or implied or incorporated into these Terms by statute, common law or otherwise, including any implied conditions and warranties of merchantability/satisfactory quality and fitness for a particular purpose. 

8.    Limitation of Liability

8.1    Notwithstanding any other provision of these Terms, in no event shall Jacobs be liable to the User, including by way of indemnity, by virtue of any fiduciary duty, tort (including without limitation negligence) or under any other legal doctrine or principle or otherwise at law and whether or not foreseeable at the date of entering into these Terms, for:

8.1.1    any special, indirect, incidental or consequential loss or damage; and/or 

8.1.2    any loss of profit or anticipated profit or savings, loss of revenue, loss of contracts or reputation, loss of production, loss of product, loss or corruption of data or information, loss of use or opportunity or loss of efficiency, loss of savings (whether anticipated or otherwise), loss of or damage to goodwill, loss of business, any claims by User’s suppliers, contractors, customers whether based on alleged Jacobs fault or otherwise, any financing or interest costs, increase in running and/or operating costs, costs of plant downtime, business interruption or downtime or  any similar losses or claims and any pure economic loss, in each case whether direct or indirect, howsoever arising and regardless of cause including without limitation by the fault, breach of contract, tort (including concurrent or sole and exclusive negligence) breach of duty, strict liability or otherwise of Jacobs and whether a claim is based on contract, at law, in equity or otherwise, which may arise out of or in connection with the Service and these Terms. 

8.2    The Service is provided for the User’s convenience and “AS IS”. In no event, shall Jacobs or any member of the Jacobs Group be liable for any damages whatsoever arising from or related to the performance of the Service or the User’s access to, or use of, the Service or the information or material presented herein. The User’s sole and exclusive remedies for any and all claims it might have against Jacobs arising out of any act, error or omission of Jacobs, or failure to perform the Service, are those expressly set forth in these Terms and the User waives any other remedies it might have whether at law, or in equity and whether based on contract or in tort. Any and all releases, limitations on liability, restrictions, exclusions and indemnities running in favour of Jacobs in these Terms shall include in the aggregate Jacobs’ Group and its and their officers, directors, shareholders, employees, agents and representatives.

8.3    Nothing in these Terms shall exclude or in any way limit Jacobs’ liability for fraud, or for death or personal injury caused by its negligence, or any other liability in relation to these Terms and/or the Service to the extent the same may not be excluded or limited as a matter of law.

9.    Subscription Fees and Payment Terms

9.1    The Service is currently free of charge.

10.    Relationship of the Parties

10.1    Nothing herein contained shall be construed as creating a partnership of any kind, an association, or a trust between any member of the Jacobs Group and the User.

11.    Third Party Rights

11.1    These Terms are not intended to nor will they operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person or entity who is not named as a party to these Terms.

12.    Assignment or Transfer

12.1    The User may not assign, transfer or otherwise dispose of any of its right or obligations under these Terms without the prior written consent of Jacobs.

13.    Amendments and Waivers

13.1    Jacobs reserves the right to revise the terms of this Agreement from time to time. The User acknowledges that its use of the Service is subject to the Terms that apply at that time.

13.2    The failure to exercise or delay in exercising a right or remedy under these Terms shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under these Terms shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. 

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14.    Entire Agreement

14.1    These Terms together with the documents referred to herein constitute the entire agreement between the parties as to its subject matter and in relation to that subject matter supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party.  

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15.    Severability

15.1    The invalidity, illegality or unenforceability of any provision of these Terms shall not affect or impact the continuation in force of the remainder of these Terms. Any such defective provision shall be deemed severed from these Terms without affecting the validity of the remainder of these Terms which shall be construed and interpreted to give effect, to the greatest extent possible, to the intent of the parties as expressed herein. 

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16.    Governing Law

16.1    These Terms shall be governed by and construed in accordance with the Laws of England and Wales.

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16.2    The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales save that a party may bring proceedings in the courts of any jurisdiction other than England and Wales for the purpose of seeking: (i) an injunction, order or other non-monetary relief (or its equivalent in such other jurisdiction); or (ii) any relief or remedy which, if it (or its equivalent) were granted by the courts of England and Wales, would not be enforceable in such other jurisdiction.

SCHEDULE 1 – PERSONAL DATA PROCESSING

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DATA PROTECTION PARTICULARS

Terms

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1.    Each party shall comply at all times with Applicable Data Protection Law and shall not perform its obligations under these Terms in such a way as to cause the other to breach any of its applicable obligations under Applicable Data Protection Law.

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2.    Where PROCESSOR processes personal data on behalf of CONTROLLER, with respect to such processing, PROCESSOR shall:

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2.1.    process the personal data only in accordance with these Terms and the documented instructions of CONTROLLER;

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2.2.    implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the personal data and having regard to the nature of the personal data which is to be protected;

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2.3.    only permit the personal data to be processed by persons who are bound by enforceable obligations of confidentiality and take steps to ensure such persons only act on the processor’s instructions in relation to the processing; 

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2.4.    remain entitled to appoint third party sub-processors. Where PROCESSOR appoints a third party sub-processor, it shall, with respect to data protection obligations:

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2.4.1.    ensure that the third party is subject to, and contractually bound by, at least the same obligations as PROCESSOR; and

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2.4.2.    remain fully liable to CONTROLLER for all acts and omissions of the third party, and all sub-processors engaged by PROCESSOR as at the effective date of this agreement shall be deemed authorized;

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2.5.    in addition to the sub-processors engaged pursuant to paragraph 2.4 (above), be entitled to engage additional or replacement sub-processors, subject to:

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2.5.1.    the provisions of paragraph 2.4.1 and 2.4.2 being applied; and 

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2.5.2.    PROCESSOR notifying CONTROLLER of the additional or replacement sub-processor, and where CONTROLLER objects to the additional or replacement PROCESSOR, the parties shall discuss the objection in good faith;

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2.6.    notify CONTROLLER without undue delay after becoming aware that it has suffered a personal data breach;

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2.7.    at CONTROLLER’s cost and not more than once in any 12 month period, permit CONTROLLER (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit PROCESSOR’s data processing activities to enable CONTROLLER to verify and/or procure that PROCESSOR is complying with its obligations under this clause 2;

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2.8.    on CONTROLLER’S reasonable request and at CONTROLLER’S cost, assist CONTROLLER to respond to requests from data subjects who are exercising their rights under the Applicable Data Protection Law;

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2.9.    on CONTROLLER’S reasonable request and at CONTROLLER’S cost, assist CONTROLLER to comply with the CONTROLLER’S obligations pursuant to Articles 32-36 of the GDPR (or such corresponding  provisions of Applicable Data Protection Law), comprising (if applicable): (a) notifying a supervisory authority that CONTROLLER has suffered a personal data breach; (b) communicating a personal data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority; 

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2.10.    unless applicable law requires otherwise, upon termination of the agreement delete all personal data provided by CONTROLLER to PROCESSOR; and

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2.11.    shall notify the CONTROLLER immediately if it considers that any of the CONTROLLER’S instructions infringe the Applicable Data Protection Law.

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3.    The CONTROLLER warrants that it has (and, at all times during the period of this Agreement is in force, it will have) the requisite rights, authority and consents to disclose any personal data to the PROCESSOR for the purposes of the performance of this Agreement and that use by the PROCESSOR of such personal data to provide the Services in accordance with the Agreement and instructions of the CONTROLLER will not infringe the rights of any third party.

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4.    To the extent the CONTROLLER is processing the PROCESSOR Personnel Personal Data under this Agreement, the terms above at clause 2 will apply mutually.  The CONTROLLER shall process the PROCESSOR Personnel Personal Data only to the extent and in such a manner as is necessary for the Services.  For the purposes of this clause, Personal Data under this clause includes contact details and communications with PROCESSOR Personnel concerned with the provision of Services under this Agreement. 

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5.    Each Party confirms that it holds, and during the term of this Agreement will maintain, all registrations and notifications required in terms of the Applicable Data Protection Laws which are appropriate to its performance of its obligations under these Terms. 

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6.    To the extent this Schedule is not consistent with any terms of the Agreement the terms of this Schedule shall prevail. Other than as indicated herein, capitalized terms contained herein shall have the same meaning as specified in these Terms