Terms and Conditions applicable to use of magicbooking (Providers and end-users)
- The Site, the Service and our role
- We do not own or manage, nor can we contract for, any childcare centre, facility or club listed on the Site (“Providers”). Instead, the Site is a forum which enables Providers to advertise their amenities to parents and carers (“Parents”) and enables Parents to book the use of their centres, clubs and facilities. We are not involved in any transaction between Parents and Providers even though we may provide tools that relate to a booking and may collect payment from a Parent on behalf of a Provider. As a result, the contract relating to a booking of a centre, facility or club is between the Parent and the Provider and each part of an actual or potential contract between a Parent and a Provider, (including without limitation the quality, safety or legality of the centres or facilities advertised, the truth or accuracy of the listings on the Site, the identity of Providers and Parents, ability of Parents to book the use of the facility or centre at specified times, or the ability of Parents to pay for the use of such facilities) are solely the responsibility of the Parent and Provider and it is the Parent’s and Provider’s responsibility to verify these matters. We therefore disclaim all liability and responsibility relating to the content and materials posted by the Providers and any reliance placed on this by you.
- We are also not responsible for the operation or management of any facilities, centres or clubs listed on our Site or the compliance with laws, rules or regulations that may be applicable to any such facility, centre or club. Each Parent is advised to make appropriate enquiries with the Provider prior to making a booking and to raise any complaints directly with the Provider or the Provider’s regulator.
- Where we collect payment on behalf of a Provider we act only as a booking agent and account to the Provider for the booking fee (less our administration fee). The cancellation terms applicable to that booking will be those set out on the Provider’s website or sent to you by the Provider and any cancellation may be made direct with the Provider or with us. However, in either case the Provider will be responsible for refunding the booking fee, in accordance with its terms of business.
- Limited Licence to Use the Site
- You are granted a limited, revocable, non-exclusive licence to access the Site and the content and services provided on the Site in accordance with the Terms. Any use of the Site that is not in accordance with the Terms or as otherwise authorised by us in writing is expressly prohibited. We reserve all rights in and to the Site, content and services not expressly granted in this condition 2.
- We reserve the right to mention our name on the site.
- Unauthorised Uses of the Site
- The licence to use the site granted to you in condition 2 does not include any right of collection, aggregation, copying, scraping, duplication, display or derivative use of the Site nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission.
- Unauthorised uses of the Site also include, without limitation, those listed below. You agree not to do any of the following, unless otherwise previously authorised by us in writing:
- make any commercial use (other than by registered Providers) of the Site or any of content on the Site;
- make any use of the Site or the tools and services on the Site for the purpose of booking or soliciting a booking for a registered Provider in respect of a club, centre or facility which is not registered with the Site;
- copy, reproduce, upload, post, display, republish, distribute, or transmit any part of the content in any form whatsoever;
- reproduce any portion of the Site on your website or otherwise, using any device including, but not limited to, use of a frame or border environment around the Site, or other framing technique to enclose any portion or aspect of the Site, or mirror or replicate any portion of the Site;
- modify, translate into any language or computer language, or create derivative works from, any content or any part of the Site; reverse engineer any part of the Site; sell, offer for sale, transfer, or license any portion of the Site in any form to any third-party;
- use the Site or post or transmit information that is in any way false, fraudulent, or misleading, including making any booking or inquiry under false pretences, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
- post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, blasphemous, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material;
- use any third-party material or content without that third party’s consent or otherwise plagiarise or infringe the rights of us or third-party including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights; or
- use or access the Site in any way that, in our sole discretion, adversely affects or could adversely affect the performance or function of the Site or any other system used by us or the Site.
- You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
- By breaching condition 3.3, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
- We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
- Proprietary Rights and Downloading of Information from the Site
- We are the owner or the licensee of all intellectual property rights in the Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
- You must not use any part of the materials on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.
- We won’t use, remove or alter user-contributed content unless that is in breach of conditions 3.2.6, 3.2.7 or 3.2.8 or if it otherwise is in breach of these Terms.
- We will transmit Parents’ data to the Providers that the Parents register with via the Site to enable the Providers to fulfil their service to Parents. We cannot be and are not responsible for any use made by the Providers of your data. You should check the Providers’ privacy policies to see what use will be made of your data.
- Identity Verification
- If you register with us, you must treat such information as confidential and must not disclose it to any third party. We reserve the right to disable any user identification, code or password at any time if in our opinion you have failed to comply with any provision of these Terms.
- Responsibility for User-Contributed Content
- We have no duty to pre-screen content posted on the Site by Parents, Providers or other users (collectively, “user-contributed content”) and we are not responsible for user-contributed content. We do, however, reserve the right to decline to permit the posting on the Site of, or to remove from the Site, any user-contributed content that is in breach of conditions 3.2.6, 3.2.7 or 3.2.8 or if it otherwise is in breach of these Terms. We may also remove user-contributed content if it is brought to our attention, such as by notice given to us by a user or any third party that any part of these Terms, or any other requirements governing the posting of such content, has/have been apparently breached in respect of such content. Finally, we reserve the right (but do not assume the obligation) to edit a Provider’s content in a non-substantive manner solely to cause the content to comply with our formatting requirements.
- All childcare centre, facility or club listings on the Site are submitted by the Provider and are the sole responsibility of the Provider, and Providers are solely responsible for keeping their information up-to-date on the Site.
- Any material you upload to the Site, with the exception of personal data and sensitive personal data, will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose tothird-party any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
- We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Site.
- We have the right to remove any material or posting you make on the Site if, in our opinion, such material does not comply with the content standards set out in conditions 3.2.6, 3.2.7 or 3.2.8.
- We reserve the right to disclose any information as permitted by prevailing law to satisfy any law, regulation or government request if we determine, in our sole discretion, that we are required to respond to, or if it would be in our interests to, respond to such request.
- Links to Third Party Sites
- This Site may contain links and pointers to other Internet sites, resources, and sponsors of the Site. Links to and from the Site to other third-party sites, maintained by third-party, do not constitute an endorsement by us of any third-party, the third-party sites or the contents thereof. We are not responsible in any way for such third-party sites or resources and your use of such sites and resources will not be governed by these Terms.
- Our liability
- The material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third-party connected to us hereby expressly exclude:
- all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above. Subject to condition 9.2, our total liability to you in respect of any use of the Site, our services or otherwise, whether arising in respect of any claim for breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £50 in aggregate.
- This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
- We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages. In the event of an outage or disruption to the Service, you may temporarily not be able to retrieve Your Content. We recommend that you regularly backup Your Content and Data that you store on the Services or store using Third-Party Apps and Services.
- No Agency: Our relationship is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the Site.
- Notices: Except as explicitly stated otherwise, any notices to us shall be given by email to email@example.com or by postal mail to:
Charles Lake House, Claire Causeway, Crossways Business Park, Dartford, Kent, DA2 6QA
When we need to send you notice, it will be sent to the email address you provide to the Site during the registration process or as later updated in your account (if applicable). Notice shall be deemed given upon receipt or 24 hours after an email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by registered or recorded delivery mail to any address provided to us during the registration process or as later updated in your account (if applicable). In such case, notice shall be deemed given two business days after the date of mailing.
- Changes to the Site or these Terms and Conditions: We may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site features, database, or content, where we have legal, commercial or technical reasons to do so. We may also impose limits on certain features or services or restrict your access to all or any part of the Site without notice or liability for similar reasons.
- Variations to these Terms: We reserve the right, in our sole discretion, to amend these Terms, in whole or in part, at any time, with or without your consent. Notification of any amendment will be posted on the Site and will be effective immediately. If you disagree with any non-clerical and/or substantive amendment to these Terms, then (i) your sole remedy as a Parent is to discontinue your use of the Site, and (ii) your sole remedy as a Provider is to withhold your consent to the applicability of the proposed amendment to your use of the Site, in which case your use of the Site will continue to be governed by the terms and conditions that were applicable to your use of the Site during the then current term of your subscription as the same were in effect immediately prior to the proposed amendment and you agree that you are responsible for keeping a copy of such terms. When Providers renew subscriptions, the terms in effect at the time of renewal will govern unless and until any other revisions are made as described above.
- Your Record of These Terms: We do not separately file the Terms entered into by each user of the Site. Please make a copy of these Terms for your records by printing and/or saving a downloaded copy of the Terms on your personal computer.
- Entire Agreement, Headings and Severability: These Terms constitute the entire agreement between us and you with respect to the matters set forth herein, and supersede any prior agreement between us and you with respect to your use of the Site. Headings in these Terms are for reference only and do not limit the scope or extent of such section. If any portion of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms shall remain in full force and effect. Further, any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
- Assignment: We may assign our rights under our agreement with you in our sole discretion, but not in such a way as to reduce the commitments we make to you. You must obtain our prior written consent to assign your rights under the agreement with us, which may be granted or withheld by us in our sole discretion.
- Jurisdiction: The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to the Site. These Terms and any dispute or claim arising out of or in connection with them or their 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.
- Providers: there are additional terms and conditions applicable to Providers, which are accessible from Myplayservice.co.uk website.
Additional Terms and Conditions Applicable to Providers
In addition to being bound by the terms and conditions applicable to use of the www.centres.magicbooking.co.uk (SaaS) sites (“Sites”) which you can access on our website, childcare centres, clubs, associations, facilities or other organisations (“Providers” or “you” or “your”) who purchase subscriptions from us are also bound by the following terms (“Additional Terms”).
- Eligibility; Accuracy of Information
- Our services may only be used by Providers who can form legally binding contracts under applicable law. If you are a local government organisation, company, partnership or other legal business entity, you warrant and represent that you have the authority to bind the entity to these Additional Terms. If you are a sole trader, you represent that you are over 18.
- You represent and warrant that you are fully authorised to provide the services and operate the facilities which you will be detailing in your listing on the Sites and that you or your staff are satisfactorily DBS checked and accredited. You shall promptly provide such proof of authorisation to provide the services, personal identification, proof of ownership of the centre or facilities listed on the Sites or the right to use them, proof of satisfactory DBS check, and proof of authority to subscribe to our services as we may request.
- You further represent, warrant and undertake that all information submitted to us and to the Sites during such registration with the Sites and at any time afterwards shall be true and correct in all respects. You undertake to promptly notify us of any updates to any such contact information previously submitted by you to the Sites.
- We reserve the right to refuse to post, or to remove, any content that we determine does not comply with the terms and conditions applicable to use of the Sites or these any Additional Terms or is otherwise unacceptable to us, however we assume no duty to monitor your content and accept no liability for your content or for any refusal to display your content; neither will we be liable for any loss or damage resulting from the positioning of the content or listing or any formatting we may carry out to ensure the content complies with our formatting requirements.
- You are responsible for reviewing the listing on the Sites and for notifying us of any inaccuracies, errors or concerns.
- All content should be submitted to us electronically where necessary.
- Any photographs of the centre, facilities or club should be accurate and not misleading and should not depict adults or children unless you have the adults’ consent or, in the case of children under the age of 16, the consent of their parent or guardian. It is your responsibility to obtain reproduction permission for all photographic and other material used in your listings and entries and to use only links which are authorised. We reserve the right to disable any link if we consider the material on the linked site does not comply with the content guidelines set out in the terms and conditions applicable to use of the Sites or these Additional Terms.
- You shall not represent or indicate that we in any way endorse your services, content or listings and you acknowledge and accept that we do not give any endorsement or approval by accepting any listing or entry on the Sites.
- By accepting the terms and conditions applicable to use of the Sites and these Additional Terms and by posting a listing on the Sites, you grant to us a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up licence to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy and any photographs of any content you post on the Sites, and you grant us the ability to copyright and protect the images, copy, and content available via your listing from the unauthorised use by unaffiliated third-party. We need these rights to host and display your listing, entry and content. We are not responsible for any infringement or violation of laws resulting from content supplied by you or any Provider and each Provider agrees to indemnify and hold harmless us against any loss, damage, claims, expenses and actions which we may incur as a result of any claim against us or any Provider or user of the Sites for any actual or alleged infringement of any proprietary rights, rights of privacy and publicity, moral rights, defamation, breach of our terms and conditions, and rights of attribution in connection with any content posted or provided to us by such Provider.
- Each listing shall relate to one centre, club or facility only. A separate subscription is required for additional centres, clubs or facilities.
- No listing or subscription may be transferred to any other Provider or person, except where the centre, club or facility in respect of which the listing or subscription is made is sold and the new owner of that centre, club or facility takes over the subscription and listing.
- Payment and payment methods
- Payment for subscription listings shall be made to us at the time specified on the Schedule agreement and by any of the payment methods specified on the same Schedule agreement.
- Subscriptions shall run for the period stated in the Schedule Agreement and shall continue thereafter until cancelled by either the Provider or the Supplier on a one month advance written notice, unless otherwise stated in the Schedule Agreement.
- Online payments, where processed through MyPlayService payment gateway, are secure: payments will be processed directly by the Realex Payment Gateway using Secure Socket Layer (SSL) technology. Credit card numbers are protected with a high level of encryption when transmitted over the Internet. We do not have access to parents’ credit card details nor do we store them.
- We shall not be liable of any transactions not processed through MyPlayService payment gateway.
- Where we collect payments on your behalf, refund requests by your clients must be forwarded to our Help Desk (https://workwiz.atlassian.net/servicedesk/customer/portal/2), we will process the refund within 2 working days. You must inform your clients of their cancellation rights and their rights to a refund and/or replacements at the time of purchase/and the conditions for exercising the cancellation rights. The Cardholder should be provided with details of how and to whom a complaint can be made including an address.
- Complaints and termination
- If in our reasonable opinion a Provider submits unsuitable content to the Sites, persistently misuses the Sites or our online services, or is in material breach of the terms and conditions applicable to use of the Sites or these Additional Terms, we reserve the right to remove such Provider’s listing, entry and content from the Sites without refund or compensation.
- If we become aware of or receive a complaint from any person or entity regarding a Provider’s listing or services and as a result we consider it appropriate (in our sole discretion) to remove the listing or entry from the Sites, we may suspend the listing, entry or content immediately without notice while we investigate the complaint. If we then uphold the complaint, we may permanently remove the listing, entry or content from the Sites without refund or compensation.
- Applicable laws
- You warrant that:
- You are responsible for compliance with all applicable laws relating to the centre, club or facility which you list or advertise on the Sites;
- You are responsible for dealing with all customer or other complaints regarding the advertising or listing of your centre, facility or club and the amenities and services you provide at such centre, facility or club;
- You are responsible for processing all personal data received from us or a parent or carer making a booking with you in accordance with Data Protection and other applicable laws, regulations and codes of conduct. We accept no responsibility or liability for your use of any personal data received by you in connection with a booking or registration.
- You warrant that:
Addendum to MyPlayService Limited Terms and Conditions applicable to the use of magicbooking (Providers and end-users)
Agreement: this addendum.
Controller: the meaning given in the GDPR.
Data Loss Event: any event that results, or may result, in unauthorised access to Personal Data held by the Supplier under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.
Data Protection Impact Assessment: an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data.
Data Protection Legislation: (i) the DPA; (ii) the GDPR, the LED and any applicable national implementing Laws as amended from time to time; and (iii) all applicable Law about the processing of Personal Data and privacy.
Data Protection Officer: the meaning given in the GDPR.
Data Subject: the meaning given in the GDPR.
Data Subject Access Request: a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
DPA: (i) the Data Protection Act 1998 and (ii) subject to Royal Assent, the Data Protection Act 2018 to the extent that it relates to processing of Personal Data and privacy.
GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).
Law: any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of section 2 of the European Communities Act 1972, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Supplier is bound to comply.
LED: the Law Enforcement Directive (Directive (EU) 2016/680).
Party: a Party to this Agreement.
Personal Data / Personal Data Breach: the meaning given in the GDPR.
Processor: the meaning given in the GDPR.
Protective Measures: appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of 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 any such measures adopted by it.
Supplier’s Personnel: all employees, staff, other workers, agents and consultants of the Supplier and of any Sub-Contractors who are engaged in the provision of the Services from time to time.
Sub-processor: any third Party appointed to process Personal Data on behalf of the Supplier related to this Agreement.
- Data Protection
1.1 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Provider is the Controller and the Supplier is the Processor. The only processing that the Supplier is authorised to do is listed in Schedule A by the Provider and may not be determined by the Supplier.
1.2 The Supplier shall notify the Provider immediately if it considers that any of the Provider’s instructions infringe the Data Protection Legislation.
1.3 The Supplier shall provide all reasonable assistance to the Provider in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Provider, include:
(a) a systematic description of the envisaged processing operations and the purpose of the processing;
(b) an assessment of the necessity and proportionality of the processing operations in relation to the Services;
(c) an assessment of the risks to the rights and freedoms of Data Subjects; and
(d) the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data
1.4 The Supplier shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:
(a) process that Personal Data only in accordance with Schedule A, unless the Supplier is required to do otherwise by Law. If it is so required the Supplier shall promptly notify the Provider before processing the Personal Data unless prohibited by Law;
(b) ensure that it has in place Protective Measures, which have been reviewed and approved by the Provider as appropriate to protect against a Data Loss Event having taken account of the:
(i) nature of the data to be protected;
(ii) harm that might result from a Data Loss Event;
(iii) state of technological development; and
(iv) cost of implementing any measures;
(c) ensure that:
(i) the Supplier’s Personnel do not process Personal Data except in accordance with this Agreement (and in particular Schedule A);
(ii) it takes all reasonable steps to ensure the reliability and integrity of any Supplier’s Personnel who have access to the Personal Data and ensure that they:
(A) are aware of and comply with the Supplier’s duties under this Clause;
(B) are subject to appropriate confidentiality undertakings with the Supplier or any Sub-Processor;
(C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Provider or as otherwise permitted by this Agreement; and
(D) have undergone adequate training in the use, care, protection and handling of Personal Data; and
(d) not transfer Personal Data outside of the EU unless the prior written consent of the Provider has been obtained and the following conditions are fulfilled:
(i) the Provider or the Supplier has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Provider;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Provider in meeting its obligations); and
(iv) the Supplier complies with any reasonable instructions notified to it in advance by the Provider with respect to the processing of the Personal Data;
(e) at the written direction of the Provider, and at the Supplier’s sole cost, delete or return Personal Data (and any copies of it) to the Provider on termination of the Agreement unless the Supplier is required by Law to retain the Personal Data.
1.5 Subject to Clause 1.6, the Supplier shall notify the Provider immediately if it:
(a) receives a Data Subject Access Request (or purported Data Subject Access Request);
(b) receives a request to rectify, block or erase any Personal Data;
(c) receives any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;
(d) receives any communication from the Information Commissioner or any other regulatory Provider in connection with Personal Data processed under this Agreement;
(e) receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or
(f) becomes aware of a Data Loss Event.
1.6 The Supplier’s obligation to notify under Clause 1.5 shall include the provision of further information to the Provider in phases, as details become available.
1.7 Taking into account the nature of the processing, the Supplier shall provide the Provider with full assistance in relation to either Party’s obligations under Data Protection Legislation including any complaint, communication or request made under Clause 1.5 (and insofar as possible within the timescales reasonably required by the Provider) including by promptly providing:
(a) the Provider with full details and copies of the complaint, communication or request;
(b) such assistance as is reasonably requested by the Provider to enable the Provider to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;
(c) the Provider, at its request, with any Personal Data it holds in relation to a Data Subject;
(d) assistance as requested by the Provider following any Data Loss Event;
(e) assistance as requested by the Provider with respect to any request from the Information Commissioner’s Office, or any consultation by the Provider with the Information Commissioner’s Office.
1.8 The Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this Clause. This requirement does not apply where the Supplier employs fewer than 250 staff, unless:
(a) the Provider determines that the processing is not occasional;
(b) the Provider determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and
(c) the Provider determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
1.9 The Supplier shall allow for audits of its Data Processing activity by the Provider or the Provider’s designated auditor.
1.10 The Supplier shall designate a Data Protection Officer if required by the Data Protection Legislation.
1.11 Before allowing any Sub-Processor to process any Personal Data related to this Agreement, the Supplier must:
(a) notify the Provider in writing of the intended Sub-Processor and processing;
(b) obtain the written consent of the Provider;
(c) enter into a written agreement with the Sub-Processor which give effect to the terms set out in this Clause 1 such that they apply to the Sub-Processor; and
(d) provide the Provider with such information regarding the Sub-Processor as the Provider may reasonably require.
1.12 The Supplier shall remain fully liable for all acts or omissions of any Sub-Processor.
1.13 The Supplier may, at any time on not less than 30 Working Days’ notice, revise this Clause by replacing it with any applicable controller to processor standard Clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).
1.14 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Provider may on not less than 30 Working Days’ notice to the Supplier amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.