1.1. In these terms and conditions, the following expressions have the following meanings:
Authorised Users the Customer’s employees, agents and independent contractors who are authorised by the Customer to use the Services and the Documents.
Commencement Date is the date on which the Customer registers to use the Services by submitting valid payment details that are accepted by itsettled.
Confidential Information all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, arising from or in connection with, these terms and conditions and any information used in or relating to the business of itsettled (including information relating to itsettled’s products (bought, manufactured, produced, distributed or sold), services (bought or supplied),operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs), and which are for the time being confidential to itsettled.
Customer the company whose name is entered in the registration form at https://app.itsettled.co.uk/register but excluding any entity not incorporated in the United Kingdom (which may not be a party to this agreement and which is not permitted to use the Services or any part thereof).
Customer Data the data inputted by the Customer (including the Authorised Users)into the Software, provided via Integration, or otherwise provided to itsettled as part of the Customer’s use of Services.
Data Protection Laws All applicable data protection and privacy legislation in force in theUnited Kingdom including (i) the General Data ProtectionRegulation ((EU) 2016/679) (GDPR); (ii) the GDPR to the extent that it forms local laws arising from Section 3 of the European Union(Withdrawal Act) 2018 (UK GDPR); (iii) the Data Protection Act2018; (iv) the Privacy and Electronic Communications Regulations2003 (SI 2003 No. 2426) as amended and any amendments to these laws as updated from time to time; and the guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority.
Debt Recovery Services means the debt recovery service provided by itsettled to theCustomer as described in Schedule 1.
Documents the document(s) made available to the Customer by itsettled online via https://www.itsettled.co.uk or such other web address notified by itsettled to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Incident means the integration service provided by itsettled to theCustomer as described in Schedule 1.
Intellectual Property Rights copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design right, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:
a. whether registered or not; b. including any applications to protect or register such rights; c. including all renewals and extensions of such rights or applications; d. whether vested, contingent or future; and wherever existing.
itsettled itsettled Limited, incorporated and registered in England and Wales with company number 12349749 whose registered office is at Trym Lodge 1 Henbury Road, Westbury On Trym, Bristol, UnitedKingdom, BS9 3HQ.
Personal Data shall have the meaning as defined under the UK GDPR and Data Protection Act 2018.
Software means the online Software and applications provided by itsettled to the Customer as described in Schedule 1.
Services the services provided by itsettled to the Customer including the Software, Documentation, Debt Recovery Services, Integration and Support Services.
Support Services the related support services provided by itsettled to the Customer to assist the Customer with any technical and advisory support in connection with the Customer’s use of the Software and/orDocumentation.
Trial Period the period commencing on the Commencement Date and ending thirty (30) days thereafter.
Virus 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 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.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3. References to persons include individuals, unincorporated bodies and partnerships (in each case whether or not having a separate legal personality), governments, government entities, companies and corporations and any of their successors, permitted transferees or permitted assignees.
1.4. The words include, includes and including are deemed to be followed by the words ‘without limitation’.
1.5. Reference to writing or written includes e-mail.
1.6. Both the Customer and Supplier are referred to as a party (singular) or parties (plural).
2. Free trial
2.1. Where the Customer registers for a free trial of the Services, itsettled shall make the Services (except for the Debt Recovery Services) available to the Customer free of charge for the Trial Period, unless either party terminates this agreement sooner in accordance with its terms.
2.2. During the Trial Period, the Services are provided “as is” without any warranty.
2.3. Unless this agreement is terminated earlier in accordance with clause 14, the payment method provided by the Customer will automatically be charged the Fees when the Trial Period expires.
3. Guarantee
3.1. To be eligible for a refund you must have added a minimum of one debtor and one invoice for each month of use.
3.2. If you’ve done this and are not completely satisfied with the performance of the platform, simply email our customer success team and we’ll process your money-back guarantee.
4. Term
4.1. This agreement shall commence on the Commencement Date and shall, unless terminated earlier in accordance with clause 14, continue for the Trial Period, then automatically extend for successive periods of one calendar month (each a Contract Month, and the Trial Period plus each Contract Month together, the Term).
5. Use of Software and Subscriptions
5.1. Under Clause 4.2, itsettled grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub licences, to permit the Customer to use the Services during the Term for the Customer to use in relation to their internal business operations.
5.2. itsettled will provide the Services to the Customer using reasonable skill and care.
5.3. In relation to Authorised Users the Customer agrees that:
5.3.1. it shall not allow any Authorised User to share their username and password for the Services with any other person;
5.3.2. each user of the Software will keep a secure password for their use of the Services;
5.3.3. it shall permit itsettled or itsettled’s designated auditor to audit the Services to establish the name and password of each user who the Software, and the Customer’s data processing facilities to audit compliance with this agreement; it shall permit itsettled or itsettled’s designated authority to audit. This right shall be exercised with reasonable prior written notice; and
5.3.4. it will not access, store, distribute or transmit Viruses or any harmful or illegal material during the course of its use of the Services.
5.4. The Customer will not, and will ensure the Authorised Users do not, except as may be allowed by any applicable law:
5.4.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
5.4.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form for all or any part of the Software; or
5.4.3. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services;
5.4.4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 4; or
5.4.5. introduce, or permit the introduction of, any Virus or Vulnerability into itsettled’s network and information systems.
5.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation. In the event of any such unauthorised accessor use, immediately notify itsettled on becoming aware of such unauthorised access or use.
5.6. The rights provided under this Clause 4 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
6. itsettled Obligations
6.1. itsettled agrees that the Services will be performed and shall in material respects meet the description provided in Schedule 1 (Services Description), and any relevant Documentation and with reasonable skill and care.
6.2. itsettled warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6.3. itsettled does not warrant that:
6.3.1. the Customer’s use of the Services will be uninterrupted or error-free;
6.3.2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
6.3.3. the Software or the Services will be free from Vulnerabilities or Viruses.
6.4. itsettled will, from the Commencement Date for the term of this agreement, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
6.5. itsettled 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 Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.6. itsettled will, as part of the Services and at no additional cost to the Customer, provide theCustomer with the Support Services during itsettled’s normal business hours, up to a maximum of 5 hours per month and subject to fair use by the Customer, as reasonably determined by itsettled.
7. Customer Obligations
7.1. The Customer will:
7.1.1. co-operate with itsettled as necessary under this agreement including providing all necessary information to allow itsettled to provide the Services (including the CustomerData, security access information and configuration services);
7.1.2. carry out all Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of delays caused by the Customer, itsettled may adjust any agreed timetable or delivery schedule (including any set out in Schedule 1) as reasonably required by itsettled;
7.1.3. ensure that the Authorised Users use the Services in accordance with these terms and conditions;
7.1.4. ensure that its network and systems comply with the relevant specifications provided by itsettled from time to time; and
7.1.5. except as otherwise expressly provided in this agreement, be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to itsettled’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
7.2. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.
7.3. The Customer represents and undertakes that all claims in relation to which the Customer usesthe Services for debt recovery purposes shall be bona fide debts.
8. Third Party Providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
9. Fees and Payment
9.1. The Customer will pay the Fees to itsettled for the Services in accordance with this Clause 8 and Schedule 1.
9.2. The Customer shall on the Commencement Date provide to itsettled valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details and the Customer authorises itsettled to bill such credit or debit card monthly in advance for each Contract Month, starting the day after the end of the TrialPeriod, unless this agreement is terminated earlier in accordance with clause 14, and theCustomer shall pay each invoice immediately. The Customer accepts all recurring Fees prior to termination.
9.3. If itsettled has not received payment by the due date:
9.3.1. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of itsettled’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and
9.3.2. itsettled may, without liability to the Customer, disable the Customer’s passwords, accounts and access to all of part of the Services for the period of time where any unpaid invoices remain unpaid.
9.4. All amounts and Fees stated or referred to in this agreement:
9.4.1. shall be payable in pounds sterling; and
9.4.2. are exclusive of value added tax, which shall be added to itsettled’s invoice(s) at the appropriate rate.
9.5. itsettled shall be entitled to increase the Fees upon 30 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.
10. Intellectual Property Rights
10.1. The Customer acknowledges and agrees that itsettled and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated in this agreement, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2. itsettled confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10.3. itsettled acknowledges and agrees that the Customer and/or its licensors own all intellectual property rights in the Customer Data. Except as expressly stated in this agreement, this agreement does not grant the Customer any rights to, under or in, any patents or copyright, database right, trade secrets, trade names, trade makes (whether registered or unregistered),or any other rights or licences in respect of the Customer’s intellectual property rights.
10.4. The Customer acknowledges and provides itsettled with permission to use the Customer’s trademark or trade name on its website or on any marketing materials.
11. Data Protection
11.1. The parties agree to comply with their obligations under the Data Protection Laws. This Clause10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.
11.2. The parties agree to comply with the data protection obligations stated under Schedule 2.
12. Confidentiality
12.1. Each party agrees that, they will not at any time during this agreement, and for a period of three (3) years after termination of this agreement, disclose to any person any ConfidentialInformation belonging to the other party except as permitted by Clause 11.4.
12.2. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute itsettled’s Confidential Information.
12.3. itsettled acknowledges that the Customer Data is the Confidential Information of theCustomer.
12.4. Each party may disclose the other party’s Confidential Information:
12.4.1. to those of its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information are aware of that party’s obligations under this Clause 11; and
12.4.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.5. No party will use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13. Indemnities
13.1. The Customer shall defend, indemnify and hold harmless itsettled against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
13.1.1. the Customer’s use of the Services and/or Documentation, and
13.1.2. breach of clauses 6.2 and 6.3,
provided in each event that:
13.1.3. the Customer is given prompt notice of any such claim;
13.1.4. itsettled provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
13.1.5. the Customer is given sole authority to defend or settle the claim.
14. Limitation of Liability
14.1. Except as expressly and specifically provided in this agreement:
14.1.1. the Customer assumes sole responsibility for results obtained from the use of theServices by the Customer, and for conclusions drawn from such use. itsettled shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to itsettled by the Customer in connection with the Services, or any actions taken by itsettled at the Customer’s direction;
14.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
14.1.3. the Services and the Documentation are provided to the Customer on an “as is” basis.
14.2. Neither party excludes nor limits any liability for:
14.2.1. personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or
14.2.2. fraud or fraudulent misrepresentation;
14.2.3. any other liability to the extent it cannot be excluded or limited by law;
14.3. In addition to Clause 13.1 and Clause 13.2, the Suppler shall not be liable for whether in tort(including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss or corruption of data or information, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement anticipated savings; and
14.4. itsettled’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 150% of the total Fees paid for during the 12 months immediately preceding the date on which the claim arose.
15. Termination
15.1. During the Trial Period or at any time during the Term:
15.1.1. itsettled may terminate this agreement immediately by removing the Customer’s access to the Software; and
15.1.2. the Customer may terminate this agreement by requesting deletion of their account, or deleting their payment details from their account.
15.2. Where itsettled terminates this agreement under Clause 14.1.1, itsettled shall refund to theCustomer any amounts paid in advance as at the date of termination of this agreement.
15.3. Where the Customer terminates this agreement under Clause 14.1.2, the full amount for the then-current Contract Month shall be payable and the Customer shall not be entitled to receive a refund of any amounts paid in advance.
15.4. Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this agreement if the other:
15.4.1. fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
15.4.2. is in material or persistent breach of any of its obligations under this agreement and if that breach is capable of remedy and the other has failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach; or
15.4.3. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986)or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
15.4.4. ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
15.5. In the event of termination of this agreement for any reason:
15.5.1. all licences granted under this agreement shall immediately terminate [and the Customer shall immediately cease all use of the Services and/or the Documentation
15.5.2. each party will within seven (7) days of such termination return (or, at the other party’s option, destroy) all the other party's Confidential Information in its possession or under its control and all copies of such information;
16. General Terms
16.1. Costs: Each party is responsible for its legal and other costs in relation to the preparation and performance of this agreement.
16.2. Survival of terms: Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
16.3. Relationship of the parties: The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
16.4. Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
16.5. Assignment and other dealings: No party may assign, subcontract or encumber any right or obligation under this agreement, in whole or in part, without the other party’s prior written consent or except as expressly permitted in this agreement.
16.6. Entire agreement: This agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this agreement. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
16.7. Variation: itsettled may update the terms of this agreement at any time on notice to theCustomer in accordance with clause 15.10. The Customer’s continued use of the Services following the deemed receipt of the notice under clause 15.10 shall constitute the Customer’s acceptance of the terms of this agreement, as amended. If the Customer does not wish to accept the terms of this agreement, as amended, the Customer must immediately stop using and accessing the Services on the deemed receipt and service of the notice, and terminate the agreement in accordance with clause 14.
16.8. Severability: If any clause in this agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.
16.9. Waiver: No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
16.10. Notices: Unless otherwise specified in this agreement, notices under this agreement must be in writing and sent to the other party's registered office or sent via email to members@itsettled.co.uk for itsettled and the primary email address for the Customer provided in relation to the Customer’s account.
16.11. Governing law and jurisdiction: This agreement is governed by the law of England andWales. All disputes under this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
Schedule 1 – Services Description
1. Cashflow and Credit Management Platform (“Software”)
1.1. Fully Automated Credit Control and Cashflow Management via a proven and effective Collections process and supporting services and advice using our extensive experience of Collections.
2. Debt Recovery Services
2.1. If the automated process has been completed and the Customer is prompted by the platform to refer the debt to itsettled, the Customer may request isettled to act as the Customer’s debt collection agent.
2.2. itsettled will chase the debtor by escalation of letters, phone calls and emails, including threatening legal action if required, as it deems appropriate.
2.3. Where the debt is paid, the debtor is insolvent, the debt has been written off, or the Customer requests that itsettled stops chasing the debtor, the Debt Recovery Services shall no longer be available to the Customer in respect of that debt.
3. Integration
3.1. The Software may be integrated into certain third party accounting software, as may be advertised from time-to-time at https://www.itsettled.co.uk/integrations (Third Party Software).
3.2. Where the Customer utilises Third Party Software it may request instructions from itsettled to install and/or set up the integration of the Software into the Third Party Software.
Schedule 2 – Data Protection
Customer Personal Data
Scope, nature and purpose of processing The Supplier will processes personal data to provide the Services and to comply with our obligations under the agreement during the term of the agreement.
Categories of data subject Customers and representatives of the Customer
Categories of personal data Name, job title, business email address, business telephone number, details of amounts owed (categorised by invoice number).
Duration of processing For the duration that the Supplier provides the Services to the Customer under this agreement.
1. The following additional definitions apply in this Data Protection Schedule:
Customer Personal Data the personal data processed on by itsettled on behalf of theCustomer as referred to in paragraph 2.2 as set out in the table above.
Data Protection Laws all applicable data protection and privacy legislation including (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (ii) the GDPR to the extent that it forms local laws arising from Section 3 of the European Union (Withdrawal Act) 2018 (“UK GDPR”); ; (iii) the Data Protection Act 2018; (iv) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended and any amendments to these laws as updated from time to time; and the guidance and codes of practice issued by the InformationCommissioner or other relevant data protection or supervisory authority.
data controller”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” and “supervisory authority” shall have the meanings given to them in the Data Protection Laws;
Personal Data Breach a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data; and
2. Data protection roles and relationship
2.1. The following terms of this Schedule shall apply to this agreement and shall take precedence over any conflicting or inconsistent terms in the rest of the agreement.
2.2. The parties acknowledge that the Customer is the data controller of any personal data uploaded, stored and/or transmitted via https://www.itsettled.co.uk by Authorised Users, and of any other personal data provided to itsettled (the Customer Personal Data) and itsettled is the data processor of the Customer Personal Data.
3. Data processing obligations
3.1. Subject to clause 9 of the terms and conditions, to the extent that itsettled shall process CustomerPersonal Data on behalf of the Customer, itsettled shall:
3.1.1. process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data to the extent necessary for supplying the Services under this agreement, unless itsettled is otherwise required by applicable laws under paragraph 3.2 (in which event itsettled shall use reasonable efforts to notify the Customer of this before performing the processing unless applicable laws prohibit itsettled from notifying the Customer);
3.1.2. implement adequate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, having regard to the state of technological development and the cost of implementing any measures;
3.1.3. ensure that any personnel engaged and authorised by itsettled to process CustomerPersonal Data have committed themselves to obligations of confidentiality;
3.1.4. assist the Customer as reasonably possible (taking into account the nature of the processing and the information available to itsettled), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under applicable Data Protection Laws;
3.1.5. inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe applicable Data Protection Laws;
3.1.6. notify the Customer without undue delay on becoming aware of a Personal Data Breach involving the Customer Personal Data;
3.1.7. at the written direction of the Customer, delete (so far as technically possible) or returnCustomer Personal Data and any copies to the Customer on termination of this agreement unless itsettled is required by any applicable law to continue to process that CustomerPersonal Data. For the purposes of this paragraph 3.1.7 Customer Personal Data shall be considered deleted where it can longer be used further by itsettled; and
3.1.8. maintain records to demonstrate its compliance with this paragraph 3.1 and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice. Audits under this paragraph 3.1.8 will be conducted not more frequently than once in a 12 months’ period and the Customer shall reimburse itsettled on demand for reasonable costs and expenses incurred by itsettled in connection with any such audits. The Customer will bear its own costs of carrying out any audits.
3.2. The Customer hereby provides its prior, general authorisation for itsettled to:
3.2.1. appoint sub-processors to process the Customer Personal Data, provided that itsettled:
3.2.1.1. shall ensure any sub-processors will comply with applicable Data ProtectionLaws, and will comply with terms that are materially similar to those imposed on itsettled in this paragraph 3.13.2;
3.2.1.2. shall remain responsible for the acts and omissions of any such sub processor as if they were the acts and omissions of itsettled; and
3.2.2. shall give the Customer at least 7 days’ notice of any intended changes concerning the addition or replacement of the sub-processors, giving the Customer the opportunity to object to such changes. Where the Customer objects to the changes and cannot demonstrate, in itsettled's reasonable opinion, that the objection is due to an actual or likely breach of applicable Data Protection Law, the Customer shall indemnify itsettled for any losses, damages, costs (including legal fees) and expenses suffered by itsettled in accommodating the objection;
3.2.3. transfer Customer Personal Data outside of the UK as required to provide the Services under this agreement, provided that itsettled shall ensure that all such transfers are made in accordance with applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of itsettled, including any request to enter into standard data protection clauses adopted by either the European Commission (where the GDPR applies to the transfer) or adopted by the United Kingdom (where the UK GDPR applies to the transfer).
