1.1  The following terms shall have the meanings set forth below:

Affiliate of a party means any legal entity that is directly or indirectly owned or controlled by, controls or is under common control with, that party. In the case of legal entities having stocks or shares, ownership or control exists through the direct or indirect ownership or control of more than fifty percent of the voting shares. In the case of any other legal entity, ownership or control exists through the ability to directly or indirectly control the management and/or business of the legal entity;

Agreement means the agreement between OA and the Client for the Services, which is formed as described under clause 2.3[JS1]  and which incorporates these terms and conditions;

Archived Authorised Users means individuals who were at one time Authorised Users but from whom the Client has subsequently withdrawn authorisation to use the Services and access the Publications;

Authorised Users means those officers, employees, partners, members and, where permitted, independent contractors of the Client, who are authorised by the Client to use the Services and access the Publications;

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Compatible Network and Systems means the network and systems compatible with the Services as set out in Schedule 2, as it may be updated by OA from time to time and notified to the Client by placing advisory notices on the Websites;

Confidential Information means all confidential information (however recorded or preserved) that is disclosed or made available (in any form or by any method) by one party (the disclosing party) to the other in connection with the Agreement including without limitation all confidential or proprietary information relating to the business or affairs, financial or trading position, assets, intellectual property rights, know-how, designs, trade secrets, technical information, software, customers, clients, suppliers, employees, plans, operations, processes, products, intentions or market opportunities of the disclosing party or any Affiliate and any other information that is identified by the disclosing party as being of a confidential or proprietary nature. The Client’s Confidential Information includes the Client Data and OA’s Confidential Information includes the content of the Publications and any pricing details set out in the Order Form;

Client: means the client identified in the Order Form;

Client Data means the data inputted by the Client, Authorised Users, or OA on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services;

Effective Date means the date of this Agreement, as set out in the Order Form;

Fees means the fees payable by the Client to OA for the User Licences, as set out in the Order Form;

Initial Term means the initial term of the Agreement, as set out in the Order Form;

Maintenance Window means a defined period during which system upgrades and maintenance takes place, during which the Services may not be available or at risk of not being available. This will usually be between 22:00 and 05:00 (UK time) on Friday, Saturday or Sunday. Major upgrades or maintenance may take place at other times on Saturdays or Sundays, and OA will give the Client at least fourteen (14) days’ notice in advance by placing advisory notices on the Websites;

Normal Business Hours means 8.00 am to 6.00 pm local UK time, each Business Day;

Order Form means OA’s standard platform order form;

Payment Terms means the payment terms as set out on the Order Form;

Publications means the publications made available to the Client by OA as part of the Services;

Renewal Period means the period described in clause 13.1

Services means the services provided by OA to the Client as described in the Order Form under these terms and conditions via the Websites and by email;

Start Date means the start date of the Services, as set out in the Order Form; Term means the Initial Term and any Renewal Periods;

User Licences means, where the Client has opted for per-user licensing, the number of user licences set out in the Order Form and purchased by the Client;

Virus means any thing or device (including any software, code, file or program) 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 program or data, including the reliability or integrity of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, ransomware and other similar things or devices; and

Website means the website for a Service as specified in the Order Form and subsequently notified to the Client by OA from time to time; and Websites such websites collectively.

1.2  Except where the context otherwise requires:

(a )  any phrase introduced by the words including, includes, in particular, for example or similar shall be construed as illustrative and without limitation to the generality of the related general words;

(b )  any reference to persons includes natural persons, firms, partnerships, bodies corporate, corporations, associations, organisations, governments, government bodies, states, foundations and trusts (in each case whether or not incorporated and whether or not having separate legal personality); and

(c )  references to indemnifying any person against or with respect to any circumstance shall include indemnifying and keeping it harmless, on an after tax basis, from all Claims from time to time made against it and all Losses suffered, made or incurred by it arising from or in relation to such circumstance.

2.1  The Client may place an order for the Services by completing and signing the Order Form. Each order placed by the Client is an offer by the Client to OA to enter into an agreement with OA in accordance with these terms and conditions.

2.2  Before placing an order, the Client shall:

(a )  check the Order Form carefully and correct any input errors; and

(b )  ensure that the Order Form is complete and accurate.

2.3  OA’s acceptance of the Client’s order takes place when OA sends an order confirmation email to the Client indicating its acceptance of the Client’s order.

2.4  On OA’s acceptance of the Client’s order the Agreement between OA and the Client will come into existence comprising the Order Form and these terms and conditions.

2.5  If OA is unable to supply the Client with the Services for any reason, OA will inform the Client of this by email and will not process the order, and no Agreement shall be formed. If the Client has already paid for the Services, OA will refund to the Client the full amount charged as soon as possible.

3.1  OA hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Authorised Users to use the Services, including the Publications from the Start Date during the Term solely for the Client’s internal business operations.

3.2  In relation to Authorised Users:

(a ) where the Client has opted for per-user licensing the maximum number of Authorised Users that the Client authorises to access and use the Services (including the Publications) may not exceed the number of User Licences it has purchased from time to time;

(b )  where the Client has opted for organisation-wide licensing there shall be no limit to the number of Authorised Users but Authorised Users shall be limited to officers and employees of the Client and shall not include independent contractors, consultants or advisers without OA’s prior written approval;

(c )  the Client shall not allow any User Licence to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access the Publications or use the Services, provided that a User Licence may only be reassigned once in any rolling 30- day period;

(d )  the Client shall ensure that each Authorised User shall keep the password for their access to the Publications and use of the Services confidential;

(e )  the Client shall contact OA if there is any change in the identity of any Authorised User (including if any person ceases to qualify as an Authorised User) and OA will on reasonable notice provide new access details and passwords for new Authorised Users;

(f )  the Client shall ensure that all Authorised Users are aware of the terms of the Agreement, including their obligation to comply with any other user terms applicable to the Services and notified to the Client. The Client shall only provide Authorised Users with access to the Services via the access method provided by OA and shall not provide access to anyone other than an Authorised User;

(g )  if OA discovers that a password has been provided to an individual who is not an Authorised User, then without prejudice to OA’s other rights, at OA’s request the Client shall promptly disable that password and OA reserves the right not to issue any new passwords to that individual; and

(h )  if the Client has underpaid Fees to OA, then without prejudice to OA’s other rights, the Client shall, if so requested by OA and upon OA’s providing evidence of underpayment, pay to OA an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days after the request.

3.3  The Client shall not access, store, distribute or transmit any material during the course of its use of the Service that is unlawful or infringing or contains or comprises a Virus, and OA reserves the right, without liability or prejudice to its other rights, to disable the Client’s access to any material that breaches the provisions of this clause.

3.4  The Client and its Authorised Users may:

(a )  download and print extracts of the Publications as required in a manner consistent with the Client’s reasonable internal business purposes;

(b )  download (via the Website) PDF copies of extracts of the Publications for use for the Client’s reasonable internal business purposes and store such copies in the Client’s systems;

(c )  occasionally share extracts of the Publications with other personnel within the Client’s organisation in a manner consistent with the Client’s reasonable internal business purposes. Notwithstanding the aforementioned, extracts of the Publications must not be routinely, frequently or systematically shared; and

(d )  publish short extracts from the Publications provided that the Client acknowledges the source of the extract.

3.5  The Client shall not (and shall not attempt to) do any of the following, except where permitted by applicable law which cannot be excluded by agreement of the parties, and except to the extent expressly permitted under the Agreement:

(a )  modify, create derivative works from, translate, frame, mirror, republish, display, transmit, or distribute all or any portion of the Publications and/or the Website (as applicable) in any form or medium or by any means;

(b )  remove any product identification, trade marks, trade names, proprietary copyright, confidentiality or other notices relating to the Publications;

(c )  use the Publications or Services to create a product or service which competes with the Services;

(d )  use the Services (including the Publications) to provide services to third parties;

(e )  license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Publications and/or Services available to any third party except the Authorised Users, or

(f  )  attempt to obtain, or assist third parties to obtain, access to the Publications or other Services, other than as provided under this clause 3.5

3.6  The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Publications or Services and shall promptly notify OA of any such access or use of which it becomes aware.

3.7  The rights provided under this clause 3 are granted to the Client only, and not to any Affiliate of the Client.

4.1  Where the Client has opted for per-user licensing it may at any time during the Term make a written request to OA for additional User Licences. If accepted OA shall activate the additional User Licences within seven (7) days after its agreement to the Client’s request.

4.2  The Client shall, within 30 days of the date of OA’s invoice, pay to OA the relevant fees for such additional User Licences as set out in the Order Form and, if such additional User Licences are purchased by the Client part way through the Initial Term or any Renewal Period (as applicable), the fees shall be pro-rated from the date of activation by OA for the remainder of the Initial Term or then current Renewal Period (as applicable).

5.1   OA shall provide the Services, including making available the Publications, to the Client during the Term on and subject to the terms of the Agreement.

5.2  OA shall have the right, from time to time, at its sole discretion to amend the Services provided that the Services, at all times, satisfy the objectives set out for them.

5.3  OA shall use commercially reasonable endeavours to make the Services provided via the Website available to the Client 24 hours a day, seven days a week, except for:

(a )  planned maintenance carried out during the Maintenance Window;

(b )  emergency maintenance; or

(c ) downtime caused in whole or part by an event outside OA’s reasonable control, in which case clause 14.1 shall apply.

5.4  OA will use reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for emergency maintenance or downtime caused by an event outside OA’s reasonable control.

5.5  The Client acknowledges that OA is entitled to modify the features, functionality and frequency of the Services (including any Publications) as part of the ongoing development of its services. OA shall use reasonable endeavours to ensure that any such modification does not cause a material adverse effect to the Client’s use of the Services.

5.6  Depending on the Services, the Client may have the right to ask questions of OA. OA will provide answers to such questions as soon as reasonably practicable provided these questions fall within the scope of the Services as set out in the Order Form. Where answering such questions is outside the scope of the Services, OA may offer to answer these questions in the form of paid consultancy work additional to the Services, but OA will not undertake such work without a separate signed agreement form from the Client.

5.7  OA may, if so requested by the Client, provide the Client with information regarding Authorised Users’ and Archived Authorised Users’ usage of the Services from time to time.

6.1  Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under Schedule 1.

7.1  OA shall perform the Services with reasonable skill and care.

7.2 OA does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Publications and/or the information obtained by the Client through the Services will meet the Client’s requirements. OA shall not be 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 Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3  OA warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

7.4  OA warrants that the Compatible Network and Systems are compatible with the Services.

8.1 The Client shall:

(a )  provide OA with all necessary co-operation in order for OA to be able to provide the Services to the Client;

(b )  without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;

(c )  carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, OA may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d )  ensure that the Authorised Users access the Publications and use the Services in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement;

(e )  be solely responsible for any errors, bugs and interruptions in the Services that may result from its use of a network or systems that are not a Compatible Network and Systems; and

(f )  to the extent permitted by law and except as otherwise expressly provided in the Agreement, be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to OA’s data centres, and all problems, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

9.1  In consideration for access to the Publications and use of the Service, the Client shall pay the Fees to OA.

9.2  OA shall invoice the Client:

(a )  on or after the Effective Date for the Fees payable in respect of the Initial Term; and

(b )  on or after the beginning of each Renewal Period, the Fees payable in respect of that Renewal Period.

9.3  The Client shall pay all fees and charges, in full and cleared funds, in accordance with the Payment Terms.

9.4  All Fees are stated exclusive of VAT which, where applicable, shall be payable by the Client in full at the prevailing rate.

9.5  All amounts due under the Agreement shall be paid by the Client to OA in full without any set-off, counterclaim, deduction or withholding.

9.6  Without prejudice to its other rights and remedies, if the Client fails to pay any amounts to OA when due:

(a )  the Client shall pay interest on the overdue amount at the rate of 2% per annum above Barclays Bank PLC’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and

(b )  OA may suspend access to the Publications and use of the Services without liability to the Client.

10.1  The Client acknowledges and agrees that OA and/or its licensors own all intellectual property rights in the Services, including the Publications. Except as expressly stated herein, the Agreement does not grant the Client any rights under 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 Publications or the Services.

11.1  Each party may be given access to Confidential Information from the other party in order to perform its obligations or exercise its rights under the Agreement. A party’s Confidential Information shall not include information that the other party can show by written evidence:

(a )  is or becomes publicly known other than through any act or omission of the other party;

(b )  was in the other party’s lawful possession before the disclosure;

(c )  is lawfully disclosed to the other party by a third party without restriction on disclosure;

(d )  is independently developed by the other party.

11.2  Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party other than its or its Affiliates’ employees, directors, auditors or legal counsel or use the other party’s Confidential Information for any purpose other than the implementation of the Agreement or as otherwise provided under the Agreement. The Client may disclose the content of Publications as permitted under clause 3.4.

11.3  Each party may disclose the other party’s Confidential Information in strict accordance with a judicial or other governmental order, provided that to the extent possible and legally permitted it either (i) gives the other party reasonable notice prior to such disclosure to allow the other party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

12.1  Except as expressly and specifically provided in the Agreement:

(a )  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 the Agreement; and

(b )  the Publications and the Services are provided to the Client on an “as is” basis and do not contain advice or recommendations that may be relied upon.

12.2  Nothing in the Agreement excludes the liability of OA:

(a )  for death or personal injury caused by negligence;

(b )  for fraud or fraudulent misrepresentation; or

(c )  any liability which cannot be excluded or limited by law.

12.3  Subject to clause 12.2:

(a )  OA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss or corruption of data or information, special, indirect or consequential loss, costs, damages, charges or expenses, or losses which arise in any way from circumstances beyond OA’s control; and

(b )  OA’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 the Agreement shall be limited to the total Fees paid by the Client during the 12 months immediately preceding the date on which the claim arose.

13.1  The Agreement shall commence on the Effective Date and shall, unless otherwise terminated as provided in this clause 13, continue for the Initial Term when it shall terminate automatically without notice unless, at least 30 days’ before the end of the Initial Term (or any Renewal Period agreed under this clause), the parties agree in writing that the term of this Agreement shall be extended for a further 12-month period (a Renewal Period). Unless it is further extended or terminated earlier in accordance with this clause 13, this Agreement shall terminate automatically without notice at the end of a Renewal Period.

13.2  Without affecting any other right or remedy available to it, OA may terminate the Agreement with immediate effect by giving written notice to the Client if:

(a )  the Client fails to pay any amount due under the Agreement on the due date for payment and remains in default 30 days after being notified in writing to make such payment;

(b )  the Client commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c )  the Client repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

(d )  the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e )  the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;

(f )  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;

(g )  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client;

(h )  the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;

(i )  a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;

(j )  a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 days;

(k )  any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 13.2(d) to 13.2(j) (inclusive); or

(l)  the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.3  On termination of the Agreement for any reason:

(a )  all licences granted under the Agreement shall immediately terminate and the Client shall immediately cease all use of the Services;

(b )  each party shall return and make no further use of any equipment, property, Confidential Information and other items (and all copies of them) belonging to the other party, save that the Client may retain all past issues of the Publications received by it;

(c )  OA may destroy or otherwise dispose of any of the Client Data in its possession in accordance in accordance with Schedule 1 and applicable data protection law, unless OA receives, no later than 10 days after the effective date of the termination of the Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. OA shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by OA in returning or disposing of Client Data; and

(d )  any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14.1  Force Majeure. OA shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement by any events or circumstances beyond its reasonable control, provided that the Client is notified of any such event and its expected duration.

14.2  Announcements. The Client shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of OA, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. OA may use the name of the Client in publicity material, including on its websites.

14.3  Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.4  Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5  Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part- provision of the Agreement is deemed deleted under this clause 14.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.6  Entire agreement. The Agreement (and any documents referred to in it) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

14.7  Assignment. The Client shall not, without the prior written consent of OA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, save that the Client may, without the consent of OA, assign any or all of its rights under the Agreement to an Affiliate. Such assignment will not be absolute but will take effect only for so long as the assigning party remains an Affiliate. The Client shall procure that the assignee assigns such benefit back to the Client (or its Affiliate) prior to the assignee ceasing to be an Affiliate. OA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

14.8  No partnership or agency. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.9  Third party rights. The Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.10  Notices. Any notice to be given under this Agreement must be in writing and may be delivered by any of the methods set out in the left hand column below, and will be deemed to be received on the corresponding day set out in the right hand column:

14.11  Language. These terms and conditions and/or the Order From may be translated into different languages, in the event that any translated terms conflict with the original English version the original English version will prevail.

14.12  Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.13  Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non- contractual disputes or claims).

1.  In this Schedule, the following terms shall mean as follows:

Applicable Laws means (for so long as and to the extent that they apply to OA) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law;

appropriate organisational and technical measures, controller, data subject, personal data, personal data breach and processor have the meanings given in the Data Protection Legislation;

Data Protection Legislation means the UK Data Protection Legislation and any European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a part, including the General Data Protection Regulation ((EU) 2016/679) (GDPR);

Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK;

Europe means the member states of the EEA (which constitutes the member states of the European Union, Norway, Liechtenstein and Iceland) and the United Kingdom; and

UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including, where applicable, the GDPR as it forms part of UK law including by virtue of the European Union (Withdrawal) Act 2018 and as modified by applicable domestic law, the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

2.  The Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Client Data.

3.  OA may follow its archiving procedures for Client Data as set out in its internal policies as amended from time to time. The Client’s sole and exclusive remedy against OA for any loss or destruction of Client Data shall be for OA to use reasonable commercial endeavours to restore the lost Client Data from the latest back-up maintained by OA in accordance with the archiving procedure described in its internal policies. OA shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.

4.  OA shall, in providing the Services, comply with its privacy policy relating to the privacy and security of Client Data available at http://oxan.to/privacy or such other policy as may be notified to the Client from time to time, and such documents may be amended from time to time by OA in its sole discretion.

5.  Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

6.  The parties acknowledge that:

(a )  where OA processes any personal data relating to the Client as a controller, it will do so in accordance with its privacy policy, as updated from time to time.

(b )  if OA processes any personal data on the Client’s behalf when performing its obligations under the Agreement, the Client is the controller and OA is the processor for the purposes of the Data Protection Legislation; and

(c )  where OA acts as a processor on the Client’s behalf, OA’s privacy policy and this paragraph set out the scope, nature and purpose of processing by OA, the duration of the processing and the types of personal data and categories of data subjects.

Scope, nature and purpose of processing: provision of the Services.

Duration of processing: during the term of this Agreement and for such reasonable period thereafter as is needed to facilitate usage reports for the Client.

Types of personal data: Names, job titles, locations, email address and passwords of Authorised Users and Archived Authorised Users.

Categories of data subjects. Authorised Users or Archived Authorised Users.

7.  Without prejudice to the generality of paragraph 5, the Client will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer to OA of any personal data to be processed by OA on its behalf for the duration and purposes of the Agreement, so that OA may lawfully use, process and transfer that personal data in accordance with the terms of the Agreement on the Client’s behalf.

8.  Without prejudice to the generality of paragraph 5, OA shall, in relation to any personal data processed in connection with the performance by OA of its obligations under the Agreement:

(a )  process that personal data only on the instructions of the Client unless OA is required by Applicable Laws to otherwise process that personal data. Where OA is relying on Applicable Laws as the basis for processing personal data, OA shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit OA from so notifying the Client;

(b )  not transfer any personal data outside of Europe unless the following conditions are fulfilled:

(i)  the Client or OA has provided appropriate safeguards in relation to the transfer;

(ii)  the data subject has enforceable rights and effective legal remedies;

(iii)  OA complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv)  OA complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

(c )  assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d )  ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

(e )  notify the Client without undue delay on becoming aware of a personal data breach;

(f )  at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Agreement unless required by Applicable Laws to store the personal data; and

(g )  maintain complete and accurate records and information to demonstrate its compliance with this paragraph and allow for audits by the Client or the Client’s designated auditor and immediately inform the Client if, in the opinion of OA, an instruction infringes the Data Protection Legislation.

9.  Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

10.  The Client consents to OA’s use of sub-processors engaged in the processing of the personal data by way of a general authorisation in respect of all sub-processors as at the date of the Agreement. OA shall, upon request of the Client, make available to the Client a list of its current sub-processors as well as a mechanism for the Client to receive notifications of any change to its sub-processors to give the Client an opportunity to object to such change. The Client must notify OA if it does not agree to a proposed change that affects the Client within 30 days of such written notice, specifying its grounds for such objection (acting reasonably). If OA receives any such objection, then OA may (at its option):

(a )  cancel its plans to change the affected sub-processor;

(b )  offer an alternative which is acceptable to the Client; or

(c )  take corrective steps to remove the objection identified by the Client, after which OA may proceed with appointing the relevant sub-processor; and

OA shall only appoint a sub-processor engaged in the processing of the personal data on the basis of a binding written contract imposing materially equivalent obligations upon the sub-processor in relation to the processing of personal data as are applicable to OA under the Agreement, and remain liable (subject to the provisions of the Agreement) to the extent that such sub-processor fails to comply with such equivalent provisions in relation to the processing of personal data on the Client’s behalf.

11. OA may, at any time on not less than 30 days’ notice, revise this Schedule by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

The Services are compatible with the following browsers in standard configurations as listed in the table below, in which a number indicates the relevant browser platform is compatible with the relevant service from this numbered version onwards.

 The Services are likely to be compatible with all other modern browsers and may be compatible with older browsers, but no warranty is made by OA to this effect.

The operating systems and platforms on which these browsers run should not be a relevant factor. System configurations must permit cookies at least temporarily for the Website. Non- standard security configurations may to a greater or lesser extent interfere with the operation of the Services.

Email services

Services delivered by email should be supported by any recent email software or browser- based service. We test our email services in a wide variety of desktop platforms (including all recent versions of Outlook, Lotus Notes and Apple Mail), mobile platforms (including Gmail) and browser platforms (including Gmail, outlook.com and Hotmail.com).

However owing to the wide variety of combinations and configurations of operating systems, email software and browser platforms, no warranty is provided regarding usability or deliverability of email services.