Terms of Service

General Terms and Conditions (from 1.3.23)

Until: February 28 2023

The following Terms of Service (“Terms”) constitute a “User Licence Agreement” governing the use by you (“User”) of the software and services provided by Software of Excellence UK Limited (“SOE” or, for purposes of this Terms, “Dentally” or “Service Provider”) the company which provides and owns the Services and this Website.

This is a legal agreement between you and the Service Provider and incorporates the Privacy Policy here.

By using the Services and this Website, you agree to comply with and be bound by this User Licence Agreement as described in the Terms set out below. This User License Agreement may be updated from time to time and shall be effective upon posting to the Website. Continued use of the Services and/or this Website constitutes your acceptance of this User License Agreement.

1. Definitions and Interpretation

1.1. In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Account” means collectively the data, personal information, payment information and credentials pertaining to the Subscriber and Users necessary to identify them and administer their use of the Service.

“Administrator” means the person designated by the Subscriber (i) as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and (ii) who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator.

“Agreement” means this entire User Licence Agreement that shall come into effect between the User and the Service Provider following the User’s acceptance of these Terms and incorporates by reference the Privacy Policy located here.

“Confidential Information” means the Account, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, client information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

“Content” means any information or materials a Subscriber or any authorised User uploads or posts to Website using the Services, including, without limitation, information about its Users and any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website ;

“Data Protection Act” means the Data Protection Act 1998 as amended from time to time, or any legislation enacted in substitution for such legislation in the United Kingdom.

“controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” have the meanings in the Data Protection Legislation.

“Data Protection Legislation” means (i) all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); 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; and (ii) any other 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).

“Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.

Security Emergency" shall mean a breach by Subscriber of this Agreement that (a) could disrupt (i) Service Provider’s provision of the Services; (ii) the business of other Subscribers; or (iii) the network or servers used to provide the Services; or (b) provides unauthorised third party access to the Services.

“Services” means collectively the online facilities, tools, services or information that the Service Provider under the brand name “Dentally” makes available from time to time through the Service Provider’s Website located at https://dentally.com/

“Service Provider” means Software of Excellence UK Limited, a company incorporated in England and Wales with company number 02940919 whose registered office is at Medcare South Bailey Drive, Gillingham Business Park, Gillingham, Kent, ME8 0PZ, England.

“Subscriber” means the entity (typically a dental practice) which purchases the Services and who initiated the Services offered by the Service Provider and is assumed by Service Provider to have the sole authority to administer the subscription.

“Subscription Fee” means the sum of money paid by Users at monthly intervals to keep their Account active and to enable them to access the Services;

“Subscription Period” means the period for which a subscription has been purchased and may refer to monthly or annual payment plans accordingly;

“User” means an individual person who accesses the Website and the Services by authority of an Administrator and which person is not employed by the Service Provider but is acting in the course of their employment with the Subscriber;

“Website” means the website located at https://dentally.com/ on which these Terms appear (dental.ly) and any sub-domains of that website, unless expressly excluded by their own terms and conditions, including the application known as “Dentally”.

1.2 Unless the context otherwise requires, each reference in these T to: “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means; a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; a Clause or paragraph is a reference to a Clause of these Terms..

1.3 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

2. Provision of Services

2.1 The Service Provider shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.

2.2 Notwithstanding sub-Clause 2.1, the Service Provider does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Users. By accepting these Terms the User acknowledges that the Services may change in form or nature at any time.

2.3 The Service Provider shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Users.

2.4 Notwithstanding the Service Provider’s right to perform any of the actions detailed in this Clause 2 and its subsections without prior notice, the Service Provider shall use its best and reasonable endeavours to provide such notice whenever possible.

3. Access to Services

3.1 The Subscriber and any authorised User represents and warrants to the Service Provider that they have the authority to enter into the Agreement, to use the Services, and to perform any and all acts as may be necessary under these Terms .

3.2 If the Subscriber or any authorised User is unable to comply with the requirements of sub-Clause 3.1 they shall be prohibited from using the Services and must not accept these Terms .

3.3 In order to use the Services and to submit or create Content, the Subcriber’s authorised User are required to create an Account and to submit certain personal details. By accepting these Terms , the Subscriber’s authorised User represents and warrants to the Service Provider that: any information that is submitted is accurate and truthful; all such information will be kept accurate and up-to-date and the means by which they identify themselves does not violate any part of these Terms or any applicable laws.

3.4 If the Subscriber’s authorised User has reason to believe that their Account details have been obtained by another without consent, the User should immediately inform the Administrator who must immediately inform the Service Provider in writing to suspend their Account.

3.5 The terms of sub-Clause 3.4 shall apply notwithstanding any related provisions in Clause 16.

3.6 Subscriber and any authorised User is permitted to access and use the Services using an Application Program Interface (“API ”) subject to the following conditions:

(a) any use of the Service using an API, including use of an API through a third party product that accesses and uses the Service, is governed by these Terms or separate written agreement between Service Provider and the authorized User.

(b) Service Provider shall not be liable to Subscriber or any User for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Service Provider has been advised of the possibility of damages), resulting from any use of an API or third party products that access and use the Service via an API;

(c) Excessive use of the Services using an API may result in the temporary or permanent suspension of access to the Services via an API. Service Provider, in its sole discretion, will determine excessive use of the Services via an API, and will make a reasonable attempt to warn the Subscriber and/or any User prior to suspension; and

(d) Service provider reserves the right at any time to modify or discontinue temporarily or permanently, access and use of the Services via an API, with or without notice.

4. Subscriptions

4.1 Subscription charges commence on the date that the Subscriber activates their subscription. The Subscriber will be billed the Subscription Fee by the Service Provider on activation of the Subscriber’s subscription. Thereafter, a Subscriber with a monthly Subscription will be charged in advance each 30 days and a Subscriber with an annual Subscription will be charged annually on the anniversary date of the initial Subscription Fee charge. All charges are non-refundable.

4.2 The Subscriber’s first payment will be at the Subscription Fee agreed with the Service Provider. The Subscription Fee and all subscription fees are exclusive of VAT or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. The Service Provider reserves the right to change the Subscription Fee from time to time and any such changes may affect the Subscriber’s subscription rates. In addition to the Subscription Fee, the Subscriber may still incur charges incidental to using the Services, for example, charges for Internet access, data roaming, and other data transmission charges.

4.3 The Subscriber will provide the Service Provider with a valid Direct Debit mandate from their bank account in favour of the Service Provider for payment of the applicable Subscription Fee.

4.4 If a Subscriber terminates their subscription or Account the Subscriber and any authorised User will continue to have access to the Services for the remainder of the prevailing Subscription Period up until the renewal date whereupon access will cease unless the Subscriber pays the Service Provider the Subscription Fee to reactivate the Subscriber’s subscription.

4.5 No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.

4.6 There are no charges for cancelling a subscription, and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

4.7 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for the Content provided by the Services.

4.8 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Services.

4.9 Subscriber is responsible for paying all taxes associated with the subscription to the Services. If the Service Provider has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by the Subscriber, unless Subscriber providers Service Provider with a valid tax exemption certificate authorised by the appropriate taxing authority.

4.10 Any and all payments by an on account of the compensation payable by the Subscriber under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or hold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, the Service Provider receives an amount equal to the um it would have received had no such deduction or withholding been made.

4.11 If a Subscriber subscribes in error to the Services they must inform the Service Provider within 24 hours of subscribing and must not use the Services during that time. If any use by the Subscriber or its authorised User can be traced to the Subscriber’s Account, no refund of the Subscription Fee will be provided by the Service Provider to the Subscriber.

5. Use of Services

5.1 Subscriber is granted a non exclusive, non transferable, limited licence to access and use the Services and shall ensure any User complies with this Agreement. Subscriber shall be responsible for the acts and omissions of the Users. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by any User.

5.2 Subscriber and its authorised Users are permitted to use the Services only in accordance with: these Terms and any relevant law, regulation or other applicable instrument in their particular jurisdiction.

5.3 Subject to any express agreement to the contrary, Subscriber and any authorised User may only access the Services through the normal means provided by the Service Provider and User shall not attempt to download, convert or otherwise reverse-engineer any part of the Services.

5.4 The restrictions set out in sub-Clause 5.3 shall not apply to Content submitted or created by a particular authorised User where that User is downloading their Content, nor to any other Content that a User may have permission to access.

5.5 Subscriber and any authorised User may not engage in any conduct that may disrupt provision of the Services by the Service Provider.

5.6 Subject to any express agreement to the contrary, Subscriber and any authorised User may not reproduce, copy, duplicate, trade or resell the Services.

5.7 Subscriber and any authorised User’s rights to use the Services are non-exclusive, non-transferrable and fully revocable at the Service Provider’s discretion.

6. Intellectual Property

6.1 Subject to the exceptions in Clause 7 of these Terms, all Content included on the Website, unless submitted or created by Subscriber’s authorised User, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of the Service Provider and its affiliates or other relevant third parties. By accepting these Terms the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.

6.2 Subject to Clause 9 Subscriber and any authorised User may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by the Service Provider.

7. Third Party Intellectual Property

Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 6 of these Terms to use Content from the Website. The exceptions in Clause 9 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

8. Subscriber and User Content and Intellectual Property

8.1 When using the Services to create Content, Subscriber and any authorised User should do so in accordance with the following rules: User must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent; User must not submit Content that is intended to promote or incite violence; User must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks; User must not post links to other websites containing any of the above types of Content; User must not impersonate other people, particularly employees and representatives of the Service Provider or its affiliates; User must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.

8.2 If any Content is found to be in breach of these terms and conditions, the Service Provider reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Services.

8.3 User is solely responsible for any and all Content that they submit or create. The Service Provider does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.

8.4 Any User uses the Services at their own risk.

9. Links to Other Websites

This Website may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of the Service Provider or its’ affiliates. The Service Provider assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.

10. Links to this Website

Subscriber or any authorised User wishing to place a link to this Website on another website may do so only to the Service Provider’s home page in the absence of any prior permission from the Service Provider.

11. Privacy

Use of the Website and the Services is also governed by the Service Provider’s Privacy Policy which is incorporated into these Terms by this reference. The Privacy Policy can be found here.

12. Disclaimer of Warranties

12.1 The Service Provider makes no warranty or representation that the Website or the Services will:

12.1.1 meet Subscriber’s or any User’s requirements,

12.1.2 that they will be of satisfactory quality,

12.1.3 that they will be fit for a particular purpose,

12.1.4 that they will not infringe the rights of third parties,

12.1.5 that they will be compatible with all systems, or

12.1.6 that they will be secure.

12.2 The Service Provider shall use its best and reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date. However, the Service Provider makes no warranty or representation that this will always be the case. The Service Provider makes no guarantee of any specific results from the use of the Website or the Services.

12.3 No part of the Website or the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.

12.4 Whilst every effort has been made to ensure that all descriptions of Services available from the Service Provider correspond to the actual services available, the Service Provider is not responsible for any variations from these descriptions.

13. Availability of the Website, the Services, Support and Training

13.1 The Website and the Services are provided “as is” and on an “as available” basis. The Service Provider gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law, the Service Provider provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

13.2 The Service Provider accepts no liability for any disruption or non-availability of the Website or the Services resulting from external causes including, but not limited to, Internet Service Provider equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

13.3 Subscriber acknowledges and agrees that Service Provider may use third party vendors and hosting partners to provide the necessary hardware, software, storage and related technology required to run the Services.

13.4 Service Provider may provide the ability to integrate the Services with third party products and the services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that Service Provider has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. Service Provider may modify or cancel the integrations at any time without notice. For purpose of calculating downtime of the Website or Services, calculation does not include the unavailability of any integration or any third party products or services.

13.5 Technical support and training are available to authorised User of Subscriber with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at/Support.

14. Limitation of Liability

14.1 The Service Provider’s liability to the Subscriber for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms shall be limited to the value of the Subscriber’s subscription prevailing at the relevant time. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use by the Subscriber or any authorised User of the Website, the Services or any information contained therein, to the maximum extent permitted by law, the Service Provider accepts no liability. Subscriber and any authorised User should be aware that they use the Website, the Services and all relevant Content at their own risk.

14.2 Nothing in these Terms excludes or restricts the Service Provider’s liability for death or personal injury resulting from any negligence or fraud on the part of the Service Provider .

14.3 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Services may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Service Provider liable for any loss, damage or injury resulting from the interception of information. Only Service Provider, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Services. Service Provider will make reasonable efforts to provide notice to Subscriber prior to such access an transfer. Service Provider’s actions will comply with its obligations as to Confidentiality, Security and Access as provided for in this Agreement.

15. Term and Termination

15.1 The term of the Agreement shall commence upon the User’s acceptance of these Terms and shall continue until terminated either by the Subscriber through the Administrator or by the Service Provider in accordance with this Clause 15.

15.2 If the Subscriber wishes to terminate the Agreement the appointed Administrator must inform the Service Provider in writing.

15.3 The Service Provider in its sole discretion has the right to suspend or terminate the Services at any time and without notice for actions by the Subscriber or any User which (a) are in material violation and/or breach of this Agreement (b) create a Security Emergency (c) indicate, expressly or impliedly, that the Subscriber or User do not intend to or are unable to comply with these Terms (d) the Service Provider is required to do so by law (e) in the opinion of the Service Provider, its affiliates or advisers, it has become no longer commercially viable to continue providing the Services.

15.4 If (i) the Subscriber or any authorised User use the Services to materially violate this Agreement in any way that does not create a Security Emergency; (ii) Service Provider gives Subscriber with commercially reasonable notice of the violation; (iii) Service Provider uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite forgoing, the violation is not resolved to Service Provider’s satisfaction within thirty (30) days of such notice, then Service Provider reserves the right to suspend access to the Services.

15.4 If the Service Provider terminates a Subscriber and/or User’s Account as a result of the Subscriber or its authorised User’s breach of these Terms the Subscriber will not be entitled to any refund.

15.5 If the Service Provider terminates a Subscriber or any authorised User’s Account or subscription for any other reason, the Subscriber will be refunded any remaining balance of their Subscription Fee.

15.6 In the event that the Service Provider terminates a Subscriber’s or its authorised User’s Account or subscription, the Subscriber and any authorised User will cease to have access to the Services from the date of termination.

15.7 If the Subscriber or any authorised User terminates their Account or subscription, they will continue to have access to the Services for the remainder of the prevailing Subscription Period, termination becoming effective at the end of that Subscription Period.

15.8 In the event that the Agreement is terminated, the Subscriber and any authorised User’s Account will be closed and their access to the Services suspended in accordance with sub-Clauses 15.6 and 15.7. Any Content that the Subscriber or any authorised User has submitted or created will become inaccessible to the Subscriber and any User from the date on which the Services become inaccessible, however, copies may be retained by the Service Provider as part of standard backup procedures and, upon written request by the Administrator for the Subscriber, the Service Provider may, at its sole discretion, provide Content to the Administrator. Following ninety days (90) from cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Services.

15.9 Upon termination of the Agreement, the Subscriber and any User shall cease to be bound by all obligations set out in these Terms with the exception of those expressly stated to survive the termination of the Agreement.

16. No Waiver

In the event that either the Subscriber (or any authorised User) or the Service Provider fails to exercise any right or remedy contained in these Terms, this shall not be construed as a waiver of that right or remedy.

17. Assignment

Subscriber and any authorised User may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the Service Provider, such consent not to be unreasonably withheld.

18. Severance

Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

19. Entire Agreement

These Terms embody and set forth the entire Agreement and understanding between the Subscriber, any authorised User and the Service Provider and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither the Subscriber nor any authorised User nor the Service Provider shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms, save for any representation made fraudulently.

20. Notices

20.1 Subscriber agrees all notices intended for the Service Provider shall be sent to the Service Provider in writing either by post to it’s premises at Manor Courtyard, Aston Sandford, Nr Haddenham, Buckinghamshire, HP17 8JB or by email to: hello@njtechnologies.co.uk. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

20.2 Subscriber agrees all notices intended for the Subscriber shall be sent by the Service Provider to the Administrator by e-mail to the Administrator’s email address provided by the Subscriber in the Account information. Such notice will be deemed received the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

21. Law and Jurisdiction

21.1 These Terms, the Agreement and all other aspects of the relationship between the Subscriber, User and the Service Provider shall be governed by and construed in accordance with the Laws of England and Wales.

21.2 Any dispute between the User and the Service Provider relating to these Terms, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.

22. Confidentiality

22.1 Subscriber, any authorised User and Service Provider each agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

22.2 Service Provider maintains that its primary duty is to protect the Content to the extent the law allows. Service Provider reserves the right to provide the Confidential Information to third parties as required and permitted by the law (such as in response to a court order). If Service Provider is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Service Provider will provide the Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Service Provider may furnish that portion (and only that portion) of the Confidential Information that is legally compelled or otherwise legally required to disclose.

22.3 Service Provider and any third party vendors and hosting partners it uses to provide the Services shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement (b) in compliance with their obligations under 22.2 above, or (c) otherwise authorised in writing by the Subscriber.

22.4 Subscriber grants to Service Provider a non exclusive, royalty free right during Subscriber’s use of the Services, to use the Confidential Information for the sole purpose of performing Service Provider’s obligations under this Agreement in accordance with the terms of this Agreement. Such rights shall include permission for Service Provider to generate and publish aggregate, anonymised, reports on system usage and Content trends and type, provided they do not conflict with the provisions of section 22.1 and Service Provider’s data protection obligations under section 23.

23. Data Protection

23.1 Both Subscriber and Service Provider will comply with all applicable requirements of the Data Protection Legislation. This section 23 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

23.2 Subscriber and Service Provider acknowledge that for the purposes of the Data Protection Legislation, Subscriber is the controller, Service Provider is the processor and any third party User accessing the Content via the API on behalf of a Subscriber is an additional processor (“API Processor”). The Privacy Policy sets out the scope, nature and purpose of processing by Service Provider, the duration of the processing and the types of personal data and categories of data subject. Any processing by the API Processor will be on terms agreed between Subscriber and such API Processor and any access to such Content via the API will be subject to Service Provider’s standard data transfer agreement.

23.3 Without prejudice to the generality of section 23.1, Subscriber will ensure that it has all necessary appropriate consents, notices and policy documents in place to enable lawful transfer of the personal data to Service Provider for the duration and purposes of this agreement.

23.4 Without prejudice to the generality of section 23.1, Service Provider shall, in relation to any personal data processed in connection with the performance by Service Provider of its obligations under this agreement:

(i) process that personal data only on the documented written instructions of Subscriber which are set out in the Privacy Policy unless Service Provider is required by the Data Protection Legislation to otherwise process that personal data;

(ii) ensure that it has in place appropriate technical and organisational measures, which Subscriber may review and approve from time to time, 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);

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

(iv) not transfer any personal data outside of the European Economic Area unless: (a) Service Provider has provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) Service Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (d) Service Provider complies with reasonable instructions notified to it in advance by Subscriber with respect to the processing of the Personal Data;

(v) assist Subscriber, at Subscriber'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;

(vi) notify Subscriber without undue delay on becoming aware of a personal data breach;

(vii) at the written direction of Subscriber, delete or return personal data and copies thereof to Subscriber on termination of the agreement unless required by the Data Protection Legislation to store the personal data; and

(viii) maintain complete and accurate records and information to demonstrate its compliance with this section 23 and allow for audits by Subscriber or the Subscriber's designated auditor and immediately inform Subscriber if, in the opinion of Service Provider, an instruction infringes the Data Protection Legislation.

23.5 Subscriber consents to Service Provider appointing third-party processors of personal data under this agreement as identified in the Privacy Policy from time-to-time. Service Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and which Service Provider will assess that it reflects and will continue to reflect the requirements of the Data Protection Legislation. As between Subscriber and Service Provider, Service Provider shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this section 23.

23.6 Subscriber acknowledges that, with certain exceptions, Service Provider support personnel do not have access to Content and will require permission from Subscriber’s authorised User if asked to provide services related to a specific document (other than certain document restoration services which are provided without need for access). Subscriber shall instruct its User to provide Content access to Service Provider personnel only on an as-needed basis and to terminate such access promptly after the need for such access has expired. In the performance of help desk support where file-sharing is used, it is the responsibility of Subscriber’s authorised User to ensure that any and all sharing sessions are terminated.