Terms & Conditions
1. Application of terms
These Terms apply to your use of the SEEKA HQ Pty Ltd Service. By accessing and using the Service:
you accept and agree to be bound by these Terms; and
where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
If the processing of Data (as defined below) is governed by the GDPR (as defined below), the additional terms in the Data Processing Addendum (as defined below) also form part of these Terms.
2. Changes
We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service, you agree to be bound by the changed Terms.
We may change, suspend, discontinue, or restrict access to, the Service without notice or liability.
3. Definitions and interpretations
Definitions: In these Terms:
Base Subscription Fee means the base monthly subscription fee set out in the Order Form
Data means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via the Service
Data Processing Addendum means the data processing addendum to these Terms
End User means an end user who visits, interacts or purchases something from your website or platform whose Data may be collected by us on an anonymous basis when you use the Service
Fees mean the fees payable by you to us in respect of the Service as set out on our Order Form at the time of subscription to the Service (plus Sales Tax) and include the Base Subscription Fee
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
a lack of funds for any reason
GDPR means the General Data Protection Regulation of the European Union
Intellectual Property Rights include copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning and includes any enhancement, modification or derivative work of the Intellectual Property
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful in any way
Order Form means the order form setting out the Service as agreed between you and us prior to the Start Date
Personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws
Sales Tax means sales tax, goods and services tax, value-added tax or equivalent tax payable under any applicable law
Service means the provision of the SEEKA HQ platform as further described on the Website, as the Website is updated from time to time
Start Date means the date that you set up an account
Terms mean these terms and conditions titled SEEKA HQ Terms and Conditions including the processing of Data is governed by the GDPR, the Data Processing Addendum
Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third-party solutions, systems and networks
User ID means a unique name and/or password allocated to you to allow you to access the Service
We, us or our means SEEKA HQ Pty Ltd, ACN 637 982 944;
Website means https://seeka.co
You means you or, if clause 1.2c applies, both you and the other person on whose behalf you are acting
In these Terms:
clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
words in the singular include the plural and vice versa; and
a reference to: — a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity; — including and similar words do not imply any limit; and — a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
4. About the service
We provide a software platform that protects website and campaign tracking setups from common and uncommon tracking prevention technologies.
We will use reasonable efforts to provide the Service:
in accordance with these Terms and Australian law;
exercising reasonable care, skill and diligence; and
using suitably skilled, experienced and qualified personnel.
Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
Subject to clause 4.5, we will use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control. We will use reasonable efforts to publish on the Website advance details of any unavailability.
Through the use of web services and APIs, the Service may interact with a range of third-party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation.
5. Your obligations
You must:
follow the install instructions as laid out on the Website including installation of the script on your own platform in order to use the Service;
use the Service in accordance with these Terms solely for: — your own internal business purposes; and
not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
You must provide accurate, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so the information remains accurate, current and complete.
You must keep your User ID secure and:
not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to support@seeka.app
When accessing and using the Service, you must:
not impersonate another person or misrepresent authorisation to act on behalf of others or us; not attempt to undermine the security or integrity of the Underlying Systems;
not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
not attempt to view, access or copy any material or data other than: — that which you are authorised to access; and — to the extent necessary for you to use the Service in accordance with these Terms;
neither use the Service nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
unless with our agreement, access the Service via standard web browsers and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.
You are responsible for procuring all licences, authorisations and consents required for you to access and use the Service, including to use, store and input Data into the Service.
You indemnify us against all Loss we suffer or incur as a direct or indirect result of:
your failure to comply with these Terms, including any failure of a person who accesses and uses the Service by using your User ID; or
any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with, or as a result of your use of the Service.
6. Trial period
Trial period: Where you elect to access and use the Service for a trial period, then these Terms apply except to the extent varied in this clause 6.
Limited period: We will provide the Service to you for a trial period of X weeks from the Start Date (Trial Period).
As is basis: The Service is provided to you during the Trial Period on an as-is basis, and, despite any other provisions in these Terms, all conditions, warranties, guarantees and indemnities in relation to the Service are excluded by us to the fullest extent permitted by law.
Fees: No Fees are payable for your access and use of the Service during the Trial Period. You will automatically be transferred to the paid version of the Service at the expiry of the Trial Period allowing you to continue to access and use the Service. You will be billed in accordance with clause 7 each month from the expiry of the Trial Period.
No obligation: Nothing in these Terms imposes any obligation:
on you, at the termination or expiry of the Trial Period, to continue to use the paid version of the Service or any other service provided by us; or
on us: — at the termination or expiry of the Trial Period, to provide the paid version of the Service or any other service to you; or — to maintain any feature or part of the Service in any paid version of the Service or any other service.
7. Fees and payment
You must pay us the Fees.
You will provide us with valid and up-to-date credit card information. If you provide credit card information to us, you authorise us to charge such credit card the Fees for all Services listed in the Order Form for each month you use the Services.
If you terminate your subscription during any month you use the Services in accordance with clause 14.1, you will be charged:
the Base Subscription Fee; and
any additional Fees in accordance with your usage from the beginning of that billing month period through to the date of termination.
The Fees will be:
charged in arrears in accordance with the Order Form; and
calculated based on your usage of the Services.
We will provide you with valid Sales Tax invoices on a monthly basis prior to the date your credit card will be charged.
Unless you terminate your subscription in accordance with clause 14.1, your subscription will automatically renew.
The Fees exclude Sales Tax, which you must pay on taxable supplies.
We may, by giving at least 30 days’ notice, increase the Fees from time to time. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address you have most recently supplied to us. If you do not wish to pay the increased Fees, you may remove your account and terminate your right to use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate your account and your right to access and use the Service in accordance with this clause before the effective date of the increase, you are deemed to have accepted the increased Fees.
8. Data
You acknowledge that we may use Data for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).
You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Australian Privacy Act 1988 (cth) and any other applicable privacy law and as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum also form part of these Terms. You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Data as described in these Terms and, if applicable, the Data Processing Addendum.
While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded to the Service.
You agree that we may store Data (including any Personal Information) in secure servers in Australia and may access that Data (including Personal Information) in Australia from time to time.
You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
9. Our intellectual property
You acknowledge that:
we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
to the extent necessary but subject to clause 10, we may authorise a member or members of our personnel to access the Data for this purpose.
Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. Subject to the Data Processing Addendum (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 9.1.
Other than the Data, we (and our licensors) own all proprietary and intellectual property rights in the Service and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trademarks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes, any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
we may use or disclose the feedback for any purpose.
You acknowledge that the Service may link to third-party websites that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites.
10. Confidentiality
Each party must, unless it has the prior written consent of the other party:
keep confidential at all times the Confidential Information of the other party;
effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
disclose the other party’s Confidential Information to its personnel or professional advisors on a need-to-know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 10.1a and 10.1b.
The obligation of confidentiality in clause 10.1a does not apply to any disclosure or use of Confidential Information:
for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
required by law (including under the rules of any stock exchange);
which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.
11. Privacy
When you provide personal information to us, we will comply with the Australian Privacy Law 1988 (cth), the GDPR and with our Privacy Policy.
12. Warranties
Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
To the maximum extent permitted by law:
our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to AUD1,000.00; and
we make no representation concerning the quality of the Service and do not promise that the Service will: — meet your requirements or be suitable for a particular purpose or — be secure, free from viruses or other harmful code, uninterrupted or error-free.
You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
to the maximum extent permitted by law, the Australia Consumer Law and any other applicable consumer protection legislation does not apply to the supply of the Service or these terms; and
it is fair and reasonable that the parties are bound by this clause 12.3.
Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option to:
supplying the Service again; and/or
paying the costs of having the Service supplied again.
13. Liability
To the maximum extent permitted by law:
you access and use the Service at your own risk; and
we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with the Service, or your access and use of (or inability to access or use) the Service. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
To the maximum extent permitted by law and only to the extent clause 13.1 of these Terms does not apply:
our total liability to you in connection with these Terms or the Service will not exceed AUD100; and
we will not be liable to you under or in connection with these Terms or our provision of the Service for any: — loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or — consequential, indirect, incidental or special damage or loss of any kind.
Clause 13.2 does not apply to limit:
our liability under or in connection with these Terms: — for personal injury or death; or — for fraud or wilful misconduct; or
any liability that cannot be excluded by law.
14. Suspension and termination
Unless terminated under this clause 14, these Terms and your right to access and use the Service:
start on the Start Date; and
continues until:
we give at least 30 days’ notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice; or
you terminate these Terms by giving notice via the dashboard on the Website, in which case your access to and use of the Service will terminate immediately.
Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
breaches any material provision of the Agreement and the breach is not: — remedied within 10 days or the receipt of a notice from the first party requiring it to remedy the breach; or — capable of being remedied; or
becomes insolvent, liquidated, bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed or becomes subject to any form of insolvency action of external administration, or ceases to continue business for any reason.
Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
Clauses which, by their nature, are intended to survive termination of your right to access and use the Service, including clauses 5 to 13, 14.3, 14.4 and 15.2.
Subject to clause 14.5, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.
Without limiting any other right or remedy available, we may restrict or suspend your access to the Service if we consider you have:
undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
used, or attempted to use, the Service for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
transmitted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading;
failed to pay any amount when due in accordance with clause 6; or
otherwise materially breached these Terms.
15. General
If we need to contact you, we may do so by email or by posting a notice on the Service. You agree that this satisfies all legal requirements in relation to written communications.
These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of Australia. Each party submits to the non-exclusive jurisdiction of the Courts of Australia in relation to any dispute connected with these Terms or the Service.
Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party:
immediately notifies the other party and provides full information about the Force Majeure;
uses best efforts to overcome the Force Majeure; and
continues to perform its obligations to the extent practicable.
You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
No person other than us and you have any right to benefit under, or to enforce, these Terms.
Subject to clauses 2.1 and 7.7, any variation to these Terms must be in writing and signed by both parties.
For us to waive a right under these Terms, that waiver must be in writing and signed by us.
If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
These Terms set out everything relating to your access and use of the Service and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.
Data Processing Addendum
1. Application of this addendum
Subject to clause 1.3, this Data Processing Addendum (Addendum) applies if the Processing (as defined below) of Data (as defined in our Terms and Conditions at https://seeka.co/terms (Terms)) is governed by the GDPR (as defined below).
If this Addendum applies, this Addendum forms part of the Terms between us and you (as defined in the Terms) and sets out the parties’ agreement in relation to the processing of Data in accordance with the requirements of European Union data protection laws and regulations.
We are located in Australia, which the European Commission has determined adequate protection within the meaning of Article 45 of the GDPR.
Except as varied in this Addendum all terms and conditions set out in the Terms continue to apply.
2. Interpretation
Unless the context requires otherwise:
capitalised terms used, but not defined, in this Addendum will have the meanings given to them in the GDPR (or, if not defined in the GDPR, the Terms);
the rules of interpretation set out in the Terms apply to this Addendum; and
references to clauses are references to the clauses in this Addendum.
In this Addendum:
Applicable Data Protection Laws means EU Data Protection Laws and any applicable data protection or privacy laws of any other country
EEA means the European Economic Area
EU Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, the EEA and their member states and (if the United Kingdom ceases to be a member state) the United Kingdom, that apply to the Processing of Data under the Terms, including (where applicable) the GDPR
GDPR means the European Union General Data Protection Regulation 2016/679
Instruction means the instructions set out in clause 3.3 or agreed under clause 3.4
Personal Data means all Data which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws)
Processing means any operation or set of operations that are performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The process has a consistent meaning
Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Terms
If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:
this Addendum; and
the Terms.
3. Processing of personal data
3.1 With respect to the Processing of Personal Data under the Terms:
a. you act as the Data Controller;
b. we act as the Data Processor; and
c. subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.
3.2 We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including all EU Data Protection Laws that apply to Data Processors.
3.3 You must, when using the Service, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including all EU Data Protection Laws that apply to Data Controllers.
3.4 You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:
a. as reasonably necessary to provide the Service in accordance with the Terms;
b. as initiated through the use of the Service by you, your Personnel and other end users you allow to use the Service; and
c. to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Terms and this Addendum.
3.5 This Addendum and the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any additional or alternate instructions must be agreed upon between us and you separately in writing.
3.6 We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.
3.7 As required by article 28(3) of the GDPR (and, if applicable, equivalent requirements of other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of the GDPR (and applicable equivalent requirements of other Applicable Data Protection Laws).
3.8 The duration of Processing is limited to the duration of the Terms. Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum.
3.9 You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws. It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum.
3.10 If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.
4. Data Subject Requests
4.1 To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).
4.2 Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.
4.3 To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs arising from this assistance.
4.4 We will not respond to a Data Subject Request except on your written request or if required by applicable law.
5. Our Personnel
5.1 We will:
a. take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;
b. ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms;
c. ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and
d. ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.
5.2 We have appointed a data protection officer who can be contacted at sebastian@rescuemetrics.com.
6. Subprocessesors
6.1 You acknowledge and agree that we may engage third-party Sub-Processors in connection with the provision of the Service.
6.2 We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, as applicable to the nature of the services provided by that Sub-Processor.
6.3 You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).
6.4 A list of current Sub-Processors for the Service as at 27/04/2021 is set out in Schedule 2. We may update the list of Sub-Processors from time to time and, subject to clause 6.5, we will give at least 30 days’ written notice of any new Sub-Processor.
6.5 We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Service. Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control. In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable.
6.6 If you object to any new Sub-Processor, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided (in the case of a new Sub-Processor notified under clause 6.4) your notice of termination is received by us before the effective date of our notice under clause 6.4 or (in the case of a new Sub-Processor notified under clause 6.5) your notice of termination is received by us within 30 days of our notice of the new Sub-Processor. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.
6.7 We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.
7. Security
We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data, in accordance with Applicable Data Protection Laws.
8. Security Breach Management
8.1 We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).
8.2 We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.
9. Audit and Compliance
Upon your written request, we will submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR).
10. Data Protection Impact Assessment
Upon your written request, we will provide you with reasonable assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment relating to your use of the Service, to the extent you do not otherwise have access to the relevant information.
11. Return and deletion of personal data
11.1 Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.
11.2 Subject to clause 11.3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:
a. return a complete copy of all Personal Data by secure file transfer in a common format; and
b. delete all other copies of Personal Data Processed by us or any Sub-Processor.
11.3 We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose.
11.4 If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:
a. come as close as possible to a complete and permanent deletion of the Personal Data;
b. fully and effectively anonymise the remaining data; and
c. make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.
12. Changes in Data Protection Laws
12.1 We may on at least 30 days’ written notice to you from time to time, make any variations to this Addendum, which we consider (acting reasonable) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law.
12.2 If you object to any variation under clause 12.1, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the variation.
13. Limitations of Liability
The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together.
14. General
If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.
SCHEDULE 1
DETAILS OF PROCESSING
Nature and Purpose of Processing
We will Process Personal Data as necessary to provide the Service in accordance with the Terms, as further specified in our online documentation relating to the Service, and as further instructed by you and your Personnel and other end users you allow to use the Service through the use of the Service.
Duration of Processing
Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing.
Categories of Data Subjects
You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:
Active customers
Trial customers
Type of Data
You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:
Email address
Name
Billing contact information (name, company name, address, tax ID number)
SCHEDULE 2
LIST OF SUB-PROCESSORS AS AT 27 APRIL 2021
Vendor: Microsoft Azure Website: https://azure.com Purpose: Database and hosting Location: United States, Australia
Vendor: Active Campaign Website: https://activecampaign.com Purpose: Customer Data Infrastructure Location: United States
Vendor: Stripe Website: https://www.stripe.com Purpose: Payment Processing Location: United States
Vendor: Xero Website: https://www.xero.com Purpose: Accounting Service Location: United States
Vendor: Google Workspace (Mail, Calendar, Contacts) Website: https://workspace.google.com Purpose: Cloud services Location: United States
Vendor: Google Analytics Website: https://analytics.google.com Purpose: Website analytics Location: United States
Vendor: Facebook Ads Website: https://business.facebook.com Purpose: Website analytics Location: United States