Terms and Conditions applicable to use of magicbooking sites (Providers and end-users)
1. The Site, the Service and our role
1.1 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.
1.2 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.
1.3 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.
2. Limited Licence to Use the Site
2.1 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.
2.2 We reserve the right to mention our name on the site.
3. Unauthorised Uses of the Site
3.1 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.
3.2 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:
3.2.1 make any commercial use (other than by registered Providers) of the Site or any of content on the Site;
3.2.2 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;
3.2.3 copy, reproduce, upload, post, display, republish, distribute, or transmit any part of the content in any form whatsoever;
3.2.4 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;
3.2.5 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;
3.2.6 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;
3.2.7 post or transmit any unlawful, threatening, abusive, libellous, defamatory, obscene, blasphemous, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material;
3.2.8 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
3.2.9 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.
3.3 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.
3.4 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.
3.5 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.
4. Proprietary Rights and Downloading of Information from the Site
4.1 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.
4.2 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.
4.3 We won’t use, remove or alter user-contributed content (as defined in clause 7.1) 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.
5.3 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.
6. Identity Verification
6.1 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.
7. Responsibility for User-Contributed Content
7.1 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.
7.2 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.
7.3 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 to third-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.
7.4 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.
7.5 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.
7.6 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.
8. Links to Third Party Sites
8.1 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.
9. Our liability
9.1 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for:
9.1.1 losses that:
(a) were not foreseeable to you and us when the contract was formed; or
(b) that were not caused by any breach on our part;
9.1.2 businesses losses; and
9.1.3 losses to non-consumers.
10.1 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.
10.2 Notices: Except as explicitly stated otherwise, any notices to us shall be given by email to email@example.com or by postal mail to:
The Old Chapel, Union Way, Witney, OX28 6HD
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.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 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.
10.8 Rights of third parties: No one other than a party to the agreement, their successors and permitted assignees shall have any right to enforce any of its provisions.
10.9 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 laws of England and Wales.
10.10 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”).
1. Eligibility; Accuracy of Information
1.1 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 the age of 18.
1.2 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 checks, and proof of authority to subscribe to our services as we may request.
1.3 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 notify us promptly of any updates to any such contact information previously submitted by you to the Sites.
2.1 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.
2.2 You are responsible for reviewing the listing on the Sites and for notifying us of any inaccuracies, errors or concerns.
2.3 All content should be submitted to us electronically where necessary.
2.4 Any photographs of the centre, facilities or club should not be (i) inaccurate or misleading (directly or by omission or by failure to update information); (ii) defamatory, offensive or promote harm against any individual or group; (iii) promote illegal or harmful activities; or (iv) in violation of any of our Terms or Additional Terms 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.
2.5 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.
2.6 We respect copyright law and expect our Providers to do the same. If you believe that any content on the Sites infringes copyright you own, please notify us at firstname.lastname@example.org.
2.7 You acknowledge that we shall be entitled to modify the features and functionality of the platform and Sites. We shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the platform and site.
3.1 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, and edit 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.
4.1 Each listing shall relate to one centre, club or facility only. A separate subscription is required for additional centres, clubs or facilities.
4.2 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.
5. Payment and payment methods
5.1 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.
5.2 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.
5.3 Online payments, where processed through MyPlayService payment gateway, are secure: payments will be processed directly by the Elavon Financial Services DAC using Secure Socket Layer (SSL) technology. Credit card numbers are protected with P2PE (point to point encryption) when transmitted over the Internet. We do not have access to parents’ credit card details nor do we store them.
5.4 We shall not be liable of any transactions not processed through MyPlayService payment gateway.
5.5 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 as granted by your own terms and conditions and those of the Consumer Rights Act 2015. The Cardholder should be provided with details of how and to whom a complaint can be made including an address.
6.1 The material displayed on the Sites is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, neither party, other members of its group of companies and third-party connected to a party 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 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 business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of goodwill;
• wasted management or office time; and
Subject to condition 6.2, 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 be limited to the total fees paid or payable to us during the 12 months immediately preceding the date on which the claim arose or if in the first 12 months, the fees paid or payable during the first 12 months of the Agreement.
6.2 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.
6.3 We strive to keep the Sites up and running; however, all online services suffer occasional disruptions and outages. In the event of an outage or disruption to the Sites, 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 Sites or store using third-party apps and services.
6.4 Subject to 6.2 above, Provider’s total liability under this Agreement shall be equal to the fees payable by the Provider to the Supplier.
7.1 The Supplier shall defend the Provider against any third party claim that the Provider’s use of the Sites, platform and/ or services as authorised under this agreement infringes the intellectual property rights of a third party (IPR Claim), and indemnify and hold the Provider harmless from and against any damages finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement as a direct result of the IPR Claim, provided that:
7.1.1 the Provider promptly notifies the Supplier in writing on becoming aware of any reasonably likely or actual IPR Claim (such notice to include full details as to the nature and basis of the IPR Claim);
7.1.2 the Provider makes no admission of liability, communication or payment to the third party making the IPR Claim or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
7.1.4 the Provider, at the Supplier’s request and expense, provides the Supplier with all reasonable assistance, information and authority, and acts in accordance with the reasonable instructions of the Supplier, in the circumstances described in this clause 7.1.
7.2 The Provider will afford the Supplier (at the Supplier’s cost and expense) an opportunity to participate in the defence of, and will not without the prior written consent of the Supplier settle or otherwise dispose of, any:
7.3.3 the possession and use of the Sites, platform and/ or services (or any part of them) other than in accordance with the terms of this agreement or the terms of any Supplier documents or materials provided by the Supplier to the Provider;
7.3.5 any failure by the Provider to implement changes, replacements or new releases recommended by the Supplier where the infringement would have been avoided or mitigated by such changes, replacements or new releases;
7.3.8 implementation by the Supplier of any modifications, enhancements or updates reasonably necessary to practice or comply with any public or industry standards or governmental requirements relevant to the Sites and/ or the platform;
7.6 Nothing in this Agreement shall restrict or limit the Provider’s general obligation at law to mitigate a loss it may suffer or incur as a result of any event that may give rise to a claim under this clause 7. At the Supplier’s request, the Provider shall demonstrate in writing to the Supplier that it has used its best endeavours to so mitigate.
7.7 The Provider warrants that any specification, design or instruction given by it to the Supplier will not infringe any intellectual property rights or other rights of any third party and the Provider indemnifies the Supplier in respect of any damages, losses, costs, expenses or claims arising in relation thereto.
8. Reciprocal Confidentiality
8.1 Definition of Confidential Information –means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to the processes, management, financial, marketing, technical and other arrangements or operations of any Affiliate, person, firm, or organisation associated with that party;
8.2 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.
8.3 Each party undertakes to:
8.3.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors (including Supplier personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and
8.3.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.
8.4 Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party’s Confidential Information immediately upon becoming aware of the same.
8.5 The provisions of this clause shall not apply to information which:
8.5.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
8.5.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
8.5.3 is independently developed by the recipient, without access to or use of such information; or
8.5.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
8.6 The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of [five] years thereafter.
8.7 Each party (Indemnifier) shall indemnify and keep indemnified and hold harmless the other (Indemnitee) from and against any losses, damages, liability, costs (including reasonable legal fees) and expenses which the Indemnitee may incur or suffer as a result of or arising from any breach by the Indemnifier of its obligations under this clause
9. Complaints and termination
9.1 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, the Terms or these Additional Terms, we reserve the right to remove such Provider’s listing, entry and content from the Sites without refund or compensation.
9.2 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.
10. Applicable laws
10.1 You warrant that:
10.1.1 You are responsible for compliance with all applicable laws relating to the centre, club or facility which you list or advertise on the Sites;
10.1.2 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;
10.1.3 You are responsible for processing all personal data received from us or a parent or carer making a booking with you in accordance with the General Data Protection Regulation 2016/679, Data Protection Act 2018, 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.
Addendum to MyPlayService Limited Terms and Conditions applicable to the use of magicbooking (Providers)
|Business Day||means a day other than a Saturday, Sunday or public holiday in England and Wales;|
|Complaint||means a complaint or request (other than a Data Subject Request) relating to either party’s obligations under Data Protection Laws relevant to this Agreement and/or the processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to the foregoing (and Complainant means the Data Protection Supervisory Authority, Data Subject or other person initiating or conducting a Complaint);|
|Controller||means a complaint or request (other than a Data Subject Request) relating to either party’s obligations under Data Protection Laws relevant to this Agreement and/or the processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to the foregoing (and Complainant means the Data Protection Supervisory Authority, Data Subject or other person initiating or conducting a Complaint);
has the meaning given in applicable Data Protection Laws;
|Data Protection Laws||means, as applicable to either party:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003;
(d) any other applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party;
(e) any laws which implement any such laws; and
(f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
|Data Protection Supervisory Authority||means any regulator, authority or body responsible for administering Data Protection Laws;|
|Data Subject||has the meaning given in applicable Data Protection Laws from time to time;|
|Data Subject Request||means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR or under any similar Data Protection Laws in relation to any of the Shared Personal Data or concerning the processing of such data;|
|Disclosing Party||means the party who provides Shared Personal Data to the Receiving Party;|
|GDPR||means the General Data Protection Regulation, Regulation (EU) 2016/679;|
|Permitted Lawful Basis||means consent, contract, compliance with a legal obligation, and legitimate interests;|
|Permitted Purpose||means the provision of childcare services offered by the Receiving Party;|
|Permitted Recipients||means the Receiving Party’s employees and contractors who need access to the Shared Personal Data for the Permitted Purpose;|
|Personal Data||has the meaning given in applicable Data Protection Laws from time to time;|
|Personal Data Breach||has the meaning given in the GDPR;|
|Processing||has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);|
|Receiving Party||means the party who receives any Shared Personal Data from the Disclosing Party; and|
|Shared Personal Data||means Personal Data received by the Receiving Party from or on behalf of the Disclosing Party, or otherwise made available by the Disclosing Party for the Permitted Purpose.|
1.2 Unless otherwise expressly stated in this Schedule the Receiving Party’s obligations and the Disclosing Party’s rights and remedies under this Schedule are cumulative with, and additional to, any other provisions of the Terms and the Additional Terms.
Each party shall be a Controller of the Shared Personal Data. If the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this Schedule.
The Receiving Party shall at all times comply with all Data Protection Laws in connection with the exercise and performance of its respective rights and obligations under these Terms and the processing of the Shared Personal Data. This Schedule allocates certain rights and responsibilities among the parties as enforceable contractual obligations between themselves, however nothing in this Schedule is intended to limit or exclude either party’s responsibilities or liabilities under Data Protection Laws (including under Article 82 of the GDPR or under any similar Data Protection Laws and the duties owed by each party to Data Subjects under any Data Protection Laws).
The Disclosing Party shall ensure prior to sharing the Shared Personal Data with the Receiving Party that all appropriate privacy notices have been made available to each relevant Data Subject, and all consents obtained, as necessary to permit the sharing of the Shared Personal Data with the Receiving Party for the Permitted Purpose on the Permitted Lawful Basis as envisaged under this Agreement in accordance with Data Protection Laws. The Disclosing Party shall promptly notify the Receiving Party if it becomes aware that any such consent is withdrawn or if a relevant Data Subject has requested that their Shared Personal Data is no longer processed by either party for the Permitted Purpose.
5.2 it shall undertake all processing of the Shared Personal Data only for the Permitted Purpose in accordance with this Schedule, the Terms and Additional Terms and in all respects in accordance with Data Protection Laws;
5.2.3 it shall promptly (and in any event within five Business Days) on request provide the Disclosing Party with: (a) all copies of all notices, records and information necessary to demonstrate its compliance with this Schedule; and (b) all records referred to in paragraph 10.
6.1.1 put in place and maintain appropriate technical and organisational measures so as to ensure the protection of the rights of Data Subjects under Data Protection Laws and as otherwise required to meet the requirements of both parties under all Data Protection Laws;
6.1.2 implement and maintain appropriate technical and organisational measures to protect the Shared Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access; and
6.1.3 without prejudice to any other obligation in this paragraph 6, implement technical and organisational security measures including, but not limited to, 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 such measures adopted by it.
7.1 The Receiving Party shall be liable to the Disclosing Party for all acts and omissions of each of the Permitted Recipients as if they were the acts and omissions of the Receiving Party. Each obligation in this Schedule on the Receiving Party to do, or refrain from doing, anything shall include an obligation on the Receiving Party to ensure all Permitted Recipients do, or refrain from doing, such thing.
7.2 The Receiving Party shall not engage nor permit any staff or third parties other than the Permitted Recipients to carry out any processing of any Shared Personal Data. The Receiving Party shall ensure at all times:
7.2.1 that all processing by Permitted Recipients is conducted in a manner consistent with the Permitted Lawful Basis, the Permitted Purpose, the Receiving Party’s obligations under this Agreement and the restrictions on processing imposed on the Receiving Party under this Agreement; and
7.2.2 without prejudice to the above, that each of the Permitted Recipients (other than the employees of a Permitted Recipient or the Receiving Party) carrying out any processing of the Shared Personal Data is subject to a binding written agreement regulating its processing of the Shared Personal Data which complies in all respects with the requirements of Data Protection Laws.
The Receiving Party shall not transfer the Shared Personal Data to any country outside the United Kingdom or to any international organisation (as defined in the GDPR) without the Disclosing Party’s prior written consent.
9.1 The Receiving Party shall promptly (and in any event within 24 hours) notify the Disclosing Party if the Receiving Party suspects or becomes aware of any actual or threatened occurrence of any Personal Data Breach in respect of any Shared Personal Data. The Receiving Party shall promptly (and in any event within 24 hours) provide all such assistance and information as the Disclosing Party requires to report any actual or suspected Personal Data Breach to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
9.2 The Receiving Party shall promptly (and, in any event, within 1 Business Day of receipt) inform the Disclosing Party if it receives any Complaint or Data Subject Request. When receiving and responding to a Data Subject Request or a Complaint the Receiving Party shall consult in advance with the Disclosing Party and promptly comply with the Disclosing Party’s reasonable instructions (if any).
9.3.3 each party’s respective obligations in respect of any Personal Data Breach (including notification of the Data Protection Supervisory Authority and/or Data Subject(s)) impacting or relating to any Shared Personal Data in the possession or control of the Receiving Party (or any third party with whom it has shared such data) falls on the Receiving Party; and
9.3.4 each party’s respective obligations in respect of any other obligation under Data Protection Laws (including any obligation to notify the Data Protection Supervisory Authority and/or Data Subject(s) of any other Personal Data Breach) falls on each party subject to such obligation(s).
9.4 Each party shall promptly co-operate with and provide reasonable assistance, information and records to the other to assist each party with their respective compliance with Data Protection Laws and in relation to all Complaints and Data Subject Requests.
9.5 The Disclosing Party’s obligations under paragraphs 9.3 and 9.4 shall be performed at the Receiving Party’s expense, except to the extent that the circumstances giving rise to such obligation arose out of any breach by the Disclosing Party of its obligations under this Agreement.
The Receiving Party shall maintain complete, accurate and up to date written records of all of its processing of the Shared Personal Data and as necessary to demonstrate its compliance with this Schedule.
11.1.1 process each part of the Shared Personal Data for no longer than such processing is necessary for the Permitted Purpose and compliant with this Schedule and all Data Protection Laws and in any event cease to process each part of the Shared Personal Data on the earlier of termination or expiry of the Terms or Additional Terms; and
11.1.2 immediately confidentially, irrecoverably and securely destroy or dispose of all Shared Personal Data (and all copies) in its possession or control that can no longer be processed in accordance with paragraph 11.1.1.
12.1.1 all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Receiving Party of its obligations under this Schedule; and
Any breach by the Receiving Party of any of its obligations under this Schedule shall be regarded as being material for the purposes of the Terms or Additional Terms.
The representative within their organisation with overall internal responsibility for ensuring the respective party’s compliance with its obligations under the Schedule Agreement is their respective data protection officers. Their contact can be found in the Schedule Agreement. Each party may update details of their representative referred to in this clause 14 by notice to the other party within 30 days via mail or email.
The provisions of this Schedule shall survive termination or expiry of this Agreement and continue indefinitely.