Last Updated: June 5, 2018

These Online Service Terms and Conditions (the “Terms and Conditions”) constitute the legal agreement between you (“you” or “Customer”) and Computershare Governance Services (UK) Ltd, with respect to your use of the online service purchased by you pursuant to an Order Form (as defined below) (the “Online Service”).  Your use of the Online Service is expressly conditioned on your consent to these Terms and Conditions, the Order Form and any other written agreements executed by CGS and you and that reference or are executed pursuant to these Terms and Conditions (collectively, the “Agreement”).  If you are entering into this Agreement on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf.

The effective date of this Agreement (the “Effective Date”) will be the date upon which you enter into an Order Form for the Online Service.

By accessing and using the Online Service, you hereby agree to all of the terms and conditions of these Terms and Conditions, including the limitations on liability set forth herein and the provisions governing CGS’s ability to modify these Terms and Conditions set forth in Section 21.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU ARE NOT PERMITTED TO ACCESS AND USE THE SERVICES.

  1. DEFINITIONS.

    “Affiliate” means any person or entity directly or indirectly Controlling, Controlled by or under common Control with a party.    

    “Authorized User” means any of your or your Affiliates’ directors, officers, employees, independent contractors or agents who have been granted access to the Online Service by CGS pursuant to this Agreement as set forth on the Order Form. Third party administrators must be approved in writing by Computershare.  You will be responsible for your and your Affiliates’ Authorized Users’ compliance with the terms of this Agreement. 

    “CGS Site” means the website CGS designates to provide the Online Service, or any successor website thereto. 

    “Customer Data” means all data entered into the Online Service by or on behalf of Customer and its Authorized Users. 

    “Control” and its derivatives means with regard to an entity the legal, beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights, or effective control of the activities of such entity regardless of the percentage of ownership.

    “Documentation” means all help files available in an online format to users of the Online Services, as updated from time to time.

    “Entities” has the meaning set forth on your Order Form.

    “Initial Term” has the meaning set forth on your Order Form.

    “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, trade dress and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

    “Order Form” means your order for the Online Service submitted to CGS either online via the CGS Site or through other means.

    “Renewal Term” has the meaning set forth on your Order Form.

    "Service Providers" means any of CGS’s suppliers and Affiliates that may provide services or software for purposes of supporting the Online Service.

  2. SERVICES. You hereby authorize CGS to provide the Online Service set forth in the Order Form in accordance with the terms and conditions of this Agreement. CGS will, subject to the terms and conditions of this Agreement, use commercially reasonable efforts to provide the Online Service. You acknowledge that CGS may use Service Providers to perform certain aspects of the Online Service provided to you hereunder including global resources, provided that CGS shall be responsible for the acts and omissions of such Service Providers. CGS may provide you with support services as reasonably necessary to facilitate its performance of the Online Service.  In order to use the Online Service, your computer hardware, software and internet connectivity must meet certain minimum requirements as may be specified in the Documentation provided from time to time. CGS bears no liability or responsibility if you cannot access the Online Service due to a failure to meet such minimum requirements. All electronic data transmitted by you to CGS shall be exchanged in accordance with CGS then-current security protocols and policies, including without limitation, minimum encryption and password requirements. The Online Service is subject to the Service Level Agreement located here.
     
  3. REGISTRATION; ACCOUNTS.  Any Order Form submitted by you in connection with this Agreement shall include all required information to enable CGS to perform the Online Service for you, including your company name, the number of Authorized Users included in the Online Service and any other instructions or requirements pertinent to your use of the Online Service. For the GEMS (Global Entity Management System) Online Service, you will activate and deactivate access privileges for your Authorized Users. For the BoardWorks Online Service, CGS will activate and deactivate access privileges for your Authorized Users. You are responsible for (a) protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information that have been provided to you or that are generated in connection with your use of the Online Service and (b) all activities that occur in connection with your account. You agree to provide true, current and accurate information to CGS as required for your Authorized Users to access and use the Online Service and you will update the same information as necessary from time to time.
     
  4. LIMITED RIGHTS.  Subject to the terms and conditions of this Agreement, CGS hereby grants you a limited, revocable, non-exclusive, non-transferable right to use and access the Online Service via the CGS Site during the Term (a) solely for the internal business purposes of you and your Affiliates and (b) solely for the number of Authorized Users and Entities set forth on the applicable Order Form.  You may use the Online Service only as permitted in this Agreement and in compliance with relevant laws.  CGS hereby reserves all rights not expressly granted to you in this Agreement.
     
  5. PROPRIETARY RIGHTS.  Subject to Customer’s ongoing ownership of the Customer Data, CGS or its Service Providers owns and reserves all right, title, and interest in and to the Online Service, including without limitation any software or technology utilized in the provision or use of the Online Service and all Intellectual Property Rights therein. You acknowledge that (a) all right, title and interest in and to the Online Service, including the Online Service and all Intellectual Property Rights embodied therein or associated therewith, are and shall remain with CGS and its Service Providers; (b) no right or interest in the Online Service is conveyed other than the limited license granted herein; (c) the Online Service is protected by copyright and other laws covering Intellectual Property Rights; and (d) the Online Service embodies valuable confidential and secret information of CGS and its Service Providers, the development of which required the expenditure of considerable time and money. You will not take or encourage any action during or after the Term of this Agreement that will in any way impair the rights of CGS or its Service Providers in and to the Online Service, any proprietary software or technology of CGS or any Intellectual Property Rights in and to any of the foregoing.
     
  6. LIMITATIONS ON USE.  You may not and will not encourage or permit any Authorized User to rent, lease, sell or lend the Online Service or access thereto or use the Online Service on a service bureau basis and provide services to third parties through the use thereof.  You may not and will not encourage or permit any Authorized User to allow the use of the Online Service by any third party or distribute any of the information derived from the CGS Online Service to any third party.  You may not, and will not encourage or permit any Authorized User to: (a) use the Online Service in any manner or for any purpose other than as expressly permitted by this Agreement; (b) access or use the Online Service in a way intended to avoid incurring fees to be paid to CGS pursuant to this Agreement; (c) access or use the Online Service in any way that violates this Agreement or any applicable laws, rules, or regulations (including without limitation, export laws of the United States and privacy laws); (d) modify, alter, adapt, tamper with, repair or otherwise create derivative works of any software, technology, content or any Intellectual Property Rights of CGS included in or used to provide the Online Service, including disabling or bypassing any security features of the Online Service; (e) reverse engineer, disassemble or decompile the Online Service or any software or technology of CGS included in or used to provide the Online Service, or (f) attempt to discover or recreate the Online Service or any software, technology or Intellectual Property Rights of CGS.  Further, you may not and will not encourage or permit any Authorized User to distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code in connection with your or their use of the Online Service, sending, receiving or supporting email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing, and you shall be solely responsible for any of the foregoing introduced through your own or your Authorized Users’ use of the Online Service.  Further, you may not and will not encourage or permit any Authorized User to use the Online Service in a manner that, or introduce any materials or content to the Online Service that, infringes, misappropriates or otherwise violates the Intellectual Property Rights or privacy rights of any person or entity.  You shall not remove any trademark, copyright, or any other proprietary notices from the Online Service or any printouts or reports derived from the Online Service.
     
  7. CHANGES TO SERVICES.  CGS may improve the Online Service without prior notice to you, Authorized Users or others.  CGS may also update or revise the Documentation during the Term.
     
  8. SUSPENSION, LIMITATION OR TERMINATION.  CGS may, without liability to you, immediately suspend, terminate or limit access to the Online Service at any time in the event (a) CGS determines that the Online Service is being used by you or any Authorized User in violation of applicable federal, state, provincial or local law or ordinance, this Agreement, or any agreement or policy applicable to the Online Service; (b) CGS determines that the Online Service is being used by you or any Authorized User in an unauthorized or fraudulent manner or that you have submitted fraudulent or inaccurate information to CGS; (c) CGS determines that your use of the Online Service adversely affects CGS’s equipment or service to others; (d) CGS is prohibited by an order of a court or other governmental agency from providing the Online Service; (e) of a denial of service attack or any other event which CGS determines, in its sole discretion, may create a risk to the Online Service or to any other customers if the Online Service were not suspended, limited or terminated; or (f) of a security incident or other disaster that impacts the Online Service. CGS shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your use of the Online Service in accordance with this Section 9.  Service Fees will continue to accrue during any period of suspension or limitation.
     
  9. THIRD PARTY PRODUCTS AND SERVICES.  Except as otherwise expressly provided under this Agreement, you are solely responsible for obtaining and maintaining, at your sole cost and expense, hardware, equipment, third party software, and any warranties and support and maintenance services related to each of the foregoing, and all internet browsers and connections required to access or use the Online Service.  Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to, internet access, telephone, computer, and other equipment, and any communications or other charges incurred by your access and use of the Online Service.
     
  10. FEES.  You agree to pay to CGS the non-refundable fees set forth in the Order Form for your access and use of the Online Service (the “Service Fees”).  Except as otherwise set forth in the Order Form, the Service Fees are billed in advance of the provision of the corresponding Online Service ordered.  All Service Fees invoiced by CGS must be paid by you in full within thirty (30) days of the date of receipt of such invoice unless otherwise set forth on the Order Form. Failure to pay your Service Fees within fifteen (15) days of the due date may result in immediate suspension of your access to the Online Service, in CGS’s sole and absolute discretion.  You will be charged interest on any overdue fees at a rate of the lesser of (a) 1.5% per month (18% per annum) and (b) the maximum rate of interest permitted by applicable law. CGS will have the right to increase the Service Fees from time to time in its discretion upon forty-five days’ notice, provided that such increase shall not apply to any current subscription period in effect at the time of such increase, but rather the renewal term following such current subscription period. You are responsible for the payment of all taxes that may now or in the future be associated with this Agreement or your use of any of the Online Service (other than taxes based on CGS’s net income). Any necessary, reasonable and direct travel and subsistence expenses incurred by CGS in the provision of additional services will be billed additionally to Customer at the cost of such expense. Such expenses shall be promptly reimbursed provided they are accompanied by reasonable supporting documentation.
     
  11. TERM AND TERMINATION.  This Agreement commences on the Effective Date and continues in effect until the expiration of the Initial Term and any Renewal Term(s) (the “Term”). Either party may terminate this Agreement (a) at the end of the Initial Term or any Renewal Term by providing written notice to the other party at least thirty (30) days before the expiration of the current term or (b) upon any material breach of this Agreement or any Order by the other party, which if remediable, has not been corrected within thirty (30) calendar days after written notice. Upon any expiration or termination of this Agreement, (i) any and all liabilities accrued prior to the date of such expiration or termination will survive (including the payment of Service Fees for Online Service performed) and (ii) you will promptly discontinue use of the Online Service. The following sections will survive any expiration or termination of this Agreement: Sections 5, 12, 13, 14, 15, 18, 20, and 21.
     
  12. NO WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE ONLINE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS AND WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND.  CGS AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OF COMPLIANCE WITH LAWS, OF LACK OF VIRUSES, OF ACCURACY OR COMPLETENESS OF DATA, RESPONSES, OF RESULTS, OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, OF CONDITION OR WARRANTY OF TITLE, OF QUIET ENJOYMENT, OF QUIET POSSESSION, OR OF CORRESPONDENCE TO DESCRIPTION.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGS MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE MANNER OR THAT YOUR DATA WILL NOT BE LOST OR DAMAGED.  YOU ASSUME SOLE RESPONSIBILITY AND ENTIRE RISK AS TO THE SUITABILITY AND RESULTS OBTAINED FROM USE OF THE SERVICES.
     
  13. CONFIDENTIALITY.  You acknowledge and agree that by using the Online Service you may be granted access to certain confidential information of CGS, its Affiliates or Service Providers that may be marked as “Confidential” or that otherwise, by its nature, would be reasonably understood to be confidential, including without limitation the Online Service (“CGS Confidential Information,” collectively with the Customer Data, the “Confidential Information”), and you agree to keep such CGS Confidential Information strictly confidential and not disclose such information to any third party. CGS will not disclose the Customer Data other than as reasonably required in connection with performance of this Agreement, and will return the Customer Data upon termination of this Agreement at your request in the database format supported by the Online Service.  Confidential Information does not include information (a) known to a party at the time of disclosure, (b) received from a third party having the right to disclose such information to a party, or (c) available to the public other than by a breach of an agreement with a party or its Affiliates, or (d) produced in compliance with applicable law or a court order, provided the disclosing party is given reasonable notice of such law or order if legally permissible. Computershare shall establish and maintain a written Information Security Program designed to (a) insure the security and confidentiality of Customer Data; (b) protect against any anticipated threats or hazards to the security or integrity of such Customer Data; and (c) protect against unauthorized access to or use of such Customer Data that could result in substantial harm or inconvenience to the person that is the subject of such Customer Data.
     
  14. INFRINGEMENT INDEMNITY.  If a third party asserts a claim against you that the Online Service infringes that party’s patent or copyright or constitutes the misappropriation of a trade secret or proprietary interest (a “Claim”), CGS will defend you against that claim and pay damages that a court finally awards against you or that are included in a settlement approved by CGS, provided that you promptly notify CGS in writing of the claim (although failure to do so will only relieve CGS of its obligations hereunder to the extent CGS is prejudiced thereby), supply information reasonably requested by CGS, and allow CGS to control the defense and settlement (provided that no settlement or compromise that imposes any monetary damages or obligates you to take any affirmative actions shall be entered into or agreed upon without the your prior written approval (such approval not to be unreasonably withheld or delayed)). CGS reserves the right to modify or replace the Online Service with an equivalent non-infringing one or, if replacement is not reasonably available, discontinue the Online Service and terminate the Agreement and provide a credit for any pre-paid unexpired term. CGS has no liability for claims that include, in whole or part, items or information not provided by CGS. You are responsible for any violation of law or any third party rights caused by your content or, except as provided in this paragraph, your use of the Online Service in violation of this Agreement. The foregoing represents CGS’s sole responsibility to Customer in the event of a third party infringement claim of any kind.
     
  15. LIMITATION OF LIABILITY.  CGS (WHICH, FOR PURPOSES OF THIS SECTION 15 INCLUDES CGS AND ITS AFFILIATES AND SERVICE PROVIDERS) WILL NOT BE LIABLE TO YOU OR ANY COMPANY WITH WHICH YOU ARE ASSOCIATED FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL DAMAGES, LOSSES, COSTS OR EXPENSES IN RESPECT OF OR ARISING FROM THIS AGREEMENT (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES), WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT, EVEN IF CGS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. 

    FURTHER, CGS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR OR YOUR AUTHORIZED USERS’ INABILITY TO USE THE SERVICES AS A RESULT OF ANY DOWNTIME OF ALL OR A PORTION OF THE ONLINE SERVICE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (C) PENALTIES, INTEREST OR FINES ASSESSED AGAINST YOU BY ANY GOVERNMENT OR REGULATORY AUTHORITY; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. 

    CGS’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATING TO CGS’S SERVICES WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY CGS FOR THE PERFORMANCE BY CGS OF THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.  THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE. 

    The exclusions and limitations in this Section 15 will apply regardless of whether any action is brought under statute, in contract, tort, or strict liability, or for negligence, breach of a fundamental term or fundamental breach (and regardless of the number of claims).
     
  16. FORCE MAJEURE. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided, that the affected party: (a) provides the other party prompt notice of the nature and expected duration of the event, (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such event, (c) provides periodic notice of relevant developments, and (d) provides prompt notice of the end of such event.
     
  17. THIRD PARTY BENEFICIARIES.  This Agreement is entered into solely for your and CGS’s benefit. Neither you nor CGS intends that this Agreement shall benefit any person or entity other than you and CGS, or create any right or cause of action in or on behalf of, any person or entity other than you or CGS.
     
  18. INJUNCTIVE RELIEF.  Each party acknowledges and agrees that breach by the other of the confidentiality and proprietary rights sections of this Agreement will give rise to irreparable harm, and that the injured party shall be entitled to injunctive relief in such event.
     
  19. NOTICES.  All notices delivered under the Agreement shall be in writing and deemed given upon receipt when delivered personally or upon confirmation of receipt following delivery of (i) nationally recognized overnight courier service or (ii) registered or certified mail, return receipt requested, postage prepaid, addressed to each party at its last known address, to the address set forth on the Order or at such other address furnished by the respective party in writing.
     
  20. GENERAL TERMS.  This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of England and Wales, without regard to conflicts of law principles.  The parties will submit, as applicable, to the exclusive jurisdiction of the courts of England. In the event of dispute between the parties hereto that goes to litigation or arbitration, the prevailing party shall be entitled to collect and be paid all costs and expenses, including reasonable attorneys’ fees, paid or incurred by it to enforce the terms of the Agreement and to collect amounts due hereunder. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. CGS’s failure to act with respect to a breach by you or others does not waive CGS’s right to act with respect to subsequent or similar breaches. The section titles in this Agreement are for convenience only and have no legal or contractual effect. You may not assign this Agreement or any of the rights granted to you hereunder, including your right to use the Online Service or access the Online Service. CGS may assign this Agreement without your consent to an Affiliate of CGS or to a successor in interest or to a party acquiring all or substantially all of CGS’s business through a merger, acquisition, reorganization or other transaction. This Agreement constitutes the entire agreement between CGS and you regarding the Online Service and supersedes all prior written and oral agreements. This Agreement may not be amended or modified nor any obligation waived, except as contemplated herein or as otherwise agreed by a writing signed by both you and CGS.
     
  21. MODIFICATIONS TO THE TERMS AND CONDITIONS.  CGS may modify the terms and conditions of this Agreement at any time by posting a revised version of these Terms and Conditions on the CGS Site. The revised terms shall be effective upon the earlier of (a) ten (10) days after posting and/or notifying you of the changes; or (b) upon your acceptance if CGS provides a mechanism for the acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Online Service after the effective date of any revisions to these Terms and Conditions, you agree to be bound by the revised Terms and Conditions. It is your responsibility to check the CGS Site regularly for changes to these Terms and Conditions. If you disagree with such modifications, your sole and exclusive remedy shall be to terminate this Agreement and the receipt of Online Service in accordance with Section 11 herein.

  1. DATA PROTECTION

    1. In this Section 22 the following words shall have the meanings given:

      1. controller, process, and processor have the meanings given to them in the DP Law;

      2. data subject means an individual who is the subject of personal data;

      3. DP Law means: (i) the General Data Protection Regulation ((EU) 2016/679) (GDPR) for so long as the GDPR is directly effective in the UK; and (ii) any other laws, regulations and secondary legislation enacted from time to time in the UK relating to data protection, the use of information relating to individuals, the information rights of individuals and/or the processing of personal data, including without limitation any act of Parliament giving effect to GDPR or otherwise replacing the Data Protection Act 1998, irrespective of whether GDPR continues to have direct effect in the UK; and

      4. personal data has the meaning given to it in the DP Law, so far as it relates to the personal data, or any part of such personal data, of which CGS is the processor acting on your behalf and in relation to which you are the controller.

    2. Each party shall comply with the DP Law as it applies to personal data processed under this Agreement. This clause is in addition to, and does not relieve, remove, or replace, a party's obligations under the DP Law.
    1. You are solely and wholly responsible for establishing and maintaining the lawful basis for the processing of personal data by CGS under this Agreement where you are the controller (including where applicable the obtaining of all necessary consents from data subjects) and you shall notify CGS in writing on request of the applicable lawful basis for any processing CGS is required to perform under this Agreement.

    2. A description of the data processing carried out by CGS under this Agreement is set out in Part 1 of the Appendix.

    3. In respect of the personal data processed by CGS as a data processor acting on your behalf under this Agreement, CGS shall:

      1. process the personal data only on your written instructions, unless required by law to process it differently (in which case it shall, if permitted by such law, promptly notify you of that requirement before processing);

      2. process the personal data only to the extent, and in such a manner, as is necessary for the purposes of carrying out its obligations under this Agreement;

      3. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised, unlawful or accidental processing, including accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data, such measures in each case to be appropriate to the likelihood and severity of harm to data subjects that might result from the unauthorised, unlawful or accidental processing, having regard to the state of technological development and the cost of implementing any measures;

      4. ensure that persons engaged in the processing of personal data are bound by legally binding confidentiality obligations;

      5. keep a record of the processing it carries out, and ensure the same is accurate;

      6. comply promptly with any lawful request from you requesting access to, copies of, or the amendment, transfer or deletion of the personal data to the extent the same is necessary to allow you to fulfil your own obligations under the DP Law, including your obligations arising in respect of a request from a data subject;

      7. notify you promptly if it receives any complaint, notice or communication (whether from a data subject, competent supervisory authority or otherwise) relating to the processing, the personal data or to either party's compliance with the DP Law as it relates to this Agreement, and provide you with reasonable co-operation, information and other assistance in relation to any such complaint, notice or communication;

      8. notify you promptly if, in its opinion, an instruction from you infringes any DP Law (provided always that you acknowledge that you remain solely responsible for obtaining independent legal advice regarding the legality of your instructions) or CGS is subject to legal requirements that would make it unlawful or otherwise impossible for CGS to act according to your instructions or to comply with DP Law;

      9. not permit any processing of the personal data processed by CGS under this Agreement by any agent, sub-contractor, supplier, processor or other third party (sub-processor) without prior written notice;

      10. ensure in each case that prior to the processing of any personal data by any sub-processor, terms equivalent to the terms set out in this Section 22 are included in a written contract between CGS and any sub-processor engaged in the processing of the personal data;

      11. subject always to the requirement of Section 22.2(e)(x), you hereby give your prior written authorisation to the appointment by CGS of each of the sub-processors or categories of sub-processors (as the case may be) who will process personal data listed in Part 2 of the Appendix, and to the extent this authorisation is in respect of a category of sub-processors, CGS shall inform you of any intended changes;

      12. only transfer the personal data outside of the European Economic Area (including outside of the UK if it ceases to be a member of the European Economic Area) if it has fulfilled each of the following conditions: (i) it has provided appropriate safeguards in relation to the transfer; (ii) data subjects continue to have enforceable rights and effective legal remedies following the transfer; (iii) it provides an adequate level of protection to any personal data that is transferred; and (iv) it complies with reasonable instructions notified to it in advance by you with respect to the transfer;

      13. inform you promptly (and in any event within one business day) if any personal data processed under this Agreement is lost or destroyed or becomes damaged, corrupted, or unusable or is otherwise subject to unauthorised or unlawful processing including unauthorised or unlawful access or disclosure;

      14. inform you promptly (and in any event within five (5) business days) if it receives a request from a data subject for access to that person's personal data and shall: (i) promptly provide you with reasonable co-operation and assistance in relation to such request; and (ii) not disclose the personal data to any data subject (or to any third party) other than at your request or as otherwise required under this Agreement;

      15. provide you with reasonable assistance in responding to requests from data subjects and in assisting you to comply with your obligations under DP Law with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

      16. on your direction delete or return that personal data to you at the end of the duration of the processing as referred to in the Appendix, and at that time delete or destroy existing copies; and

      17. subject to the requirements of commercial and client confidentiality, make available to you such information as is reasonably required to demonstrate compliance with this Section 22 and allow for and contribute to audits, including inspections, of compliance with this Section 22 conducted by you or a professional independent auditor engaged by you. The following requirements apply to any audit: (i) you must give a minimum thirty (30) days’ notice of your intention to audit (or such shorter period of notice as you receive yourself where an audit is mandated by your regulator); (ii) you may exercise the right to audit no more than once in any calendar year; (iii) commencement of the audit shall be subject to agreement with CGS of a scope of work for the audit at least ten (10) days in advance; (iv) CGS may restrict access to certain parts of its facilities and certain records where such restriction is necessary for commercial and/or client confidentiality; (v) the audit shall not include penetration testing, vulnerability scanning, or other security tests; (vi) the right to audit includes the right to inspect but not copy or otherwise remove any records, other than those that relate specifically and exclusively to you; (vii) any independent auditor will be required to sign such non-disclosure agreement as is reasonably required by CGS prior to the audit; and (viii) you shall compensate CGS for its reasonable costs (including for the time of its personnel, other than the client relationship manager) incurred in supporting any audit.

 

Appendix - Data Protection


Part 1 - Description of the processing

Subject matter of the processing

The processing of personal data to the extent necessary for the provision of the Online Service set out in this Agreement by CGS to you.

Duration of the processing

The period of this Agreement and the longer of such additional period as: (i) is specified in any provisions of this Agreement regarding data retention; and (ii) is required for compliance with law.

Nature of the processing

Such processing as is necessary to enable CGS to comply with its obligations and exercise its rights under this Agreement, including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

Purpose of the processing

The performance of CGS's obligations and exercise of its rights under this Agreement, including the performance of functions required or requested by you for your compliance with your statutory and/or contractual obligations.

Personal data types

Personal data provided to CGS by you or on your behalf, including personal data provided directly to CGS by a data subject or third party: (i) on your instruction or request; or (ii) on CGS’s request where CGS has been authorised by you to make such request or is legally required to make such request. The personal data processed under this Agreement may include: name, home address, correspondence address, date of birth, gender, nationality, shareholder reference number, employee number, employee payroll ID, national insurance or other national identity number, passport number, email address, telephone number, fax number, bank account details, power of attorney details.

Categories of data subjects

Personal data related to individuals associated with you (including your past, current, and future shareholders, directors, officers, employees, agents, and contractors).

Obligations and rights of the controller

As set out in the Agreement.


Part 2 - Authorised sub-processors and categories of sub-processor

Authorised sub-processor / category of sub-processor

Description of the processing carried out by the sub-processor / category of sub-processor

CGS Affiliates

Any of the processing carried out by CGS

Outsourced back-office service providers

Use of personal data in the provision of back-office services such as IT support and electronic and postal mailing

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