Terms & conditions

Welcome to Replicate Labs! We provide a cloud-based platform (Platform) which uses Artificial Intelligence (AI) to enable you to practice and get feedback on your sales calls, whilst empowering you to become better at sales performance with actionable insights.

In these terms and conditions (Terms), when we say you or your, we mean both you and, if applicable, any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Handle Technologies Ltd, a company registered in England and Wales with company number 14568264.

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms or throughout these Terms.

For questions about these Terms, or to get in touch with us, contact us using the details below:
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Our contact details: Handle Technologies Ltd, a company established in England and Wales.
Our company registration number is 14568264.
Geographical address: 124 City Road, London, London, United Kingdom
Email address: legal@handle.tech

Disclaimer regarding the use of AI: The Platform may involve the use of AI through Deepgram and OpenAI. This means that any information provided through your use of the Platform is provided on an ‘as is’ basis and we do not warrant that the content generated by AI is accurate and/or true. While we take reasonable steps to ensure the accuracy of the information provided, due to the nature of the Platform and AI, we cannot guarantee this. For more information about how Deepgram, Open AI and Google’s AI capabilities works, please visit https://deepgram.com/ and https://openai.com/en-GB/ and https://gemini.google.com/ These Terms were last updated on 14th February 2025..

1. These Terms
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These Terms contain the terms and conditions on which we supply the Platform to you, whether the Platform comprises of services and/or digital content. Please read these Terms carefully before you accept these Terms by accessing the Platform.

2. Engagement and Term
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2.1. These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms or where you decide to upgrade and enter into a separate contract with us to create an enterprise account (Enterprise Account). We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).
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2.2 You must be at least 16 years old to use the Platform. 

2.3 Variations to these Terms:

We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

2.4 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

2.5 We may use OpenAI, Deepgram, Google Gemini and other tools.. Your use of any features powered by these APIs is subject to their terms and conditions and privacy policies.

3. Our Services

3.1 We provide the following services to you:
(a) access to our Platform; and
(b) access our troubleshooting support (Support Services),
(collectively, our Services).

3.2 If you require Support Services, you may request these by getting in touch with us through our Platform.

3.3 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services. Given the Services are free to access, any Support Services are subject to a fair and reasonable usage policy (enforced at our discretion).

3.4 Our Services do not constitute, and are not a substitute for, financial, legal, due diligence or risk management advice.

3.5 We will provide the Platform in accordance with these Terms and all applicable laws, whether ourselves or through our personnel. We warrant to you that the Platform will be provided using reasonable care and skill.

3.6 We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.

3.7 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us). 

3.8 Enterprise Account: Where you wish to upgrade your Account to access additional features, you must contact us using the email listed above. We will contact you regarding pricing and how you can upgrade your Account. The Enterprise Account (including its features and pricing) will be recorded in a separate contract provided by us.

3.9 Your Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise. 

3.10 Third Party Inputs: You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Inputs. We do not make any warranty or representation in respect of any Third Party Inputs, including AI providers. To the maximum extent permitted by law, we shall have no liability for any Third Party Inputs, or any unavailability of the Platform due to a failure of the Third Party Inputs.

4. Accounts

4.1 You must register on the Platform and create an account (Account) to access and use our Platform.

4.2 While you have an Account with us, you agree to keep your information up-to-date (and ensure it remains true, accurate and complete).

4.3 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

4.4 You may choose to link your Account to your LinkedIn account. By enabling this integration, you authorise us to access certain information from your LinkedIn account, such as your profile information or your connections. You can revoke this access at any time through your Account settings or by emailing us. We will use any LinkedIn data solely for the purposes of providing the features of our Platform.

4.5 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

5. Platform Licence

5.1 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

5.2 You must not:

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
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(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
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(c) introduce any viruses or other malicious software code into our Platform;
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(d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
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(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
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(f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
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(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or 

(g) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
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6. Availability, Disruption and Downtime

6.1 While we strive to always make our Services available to you, we do not make any guarantees that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

6.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

6.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.  


7. Intellectual Property and Data

7.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself (including how it looks and functions), any algorithms or machine learning models used on the Platform, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property (Our Intellectual Property) will at all times vest, or remain vested, in us.

7.2 We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to devices that are controlled or approved by you. 

7.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property; 

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

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Your Data 

7.4 You own all data, information, personal data, or content you upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below). 

7.5 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:

(a) communicate with you;
(b) supply the Platform to you and otherwise perform our obligations under these Terms;
(c) diagnose problems with the Platform;
(d) enhance and otherwise modify the Platform;
(e) perform Analytics;
(f) develop other services, provided we de-identify Your Data; and
(g) as reasonably required to perform our obligations under these Terms. 

7.6 You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You represent and warrant that:

(a) you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
(b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

7.7 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.

7.8 We do not endorse or approve, and are not responsible for, any of Your Data.

7.9 You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you.

7.10 You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.

7.11 This clause will survive the termination or expiry of these Terms.

8. Your Warranties

8.1 You represent, warrant and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions preventing you from entering into these Terms;  
(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and  
(d) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

9. Limitations on and Exclusions to our Liability

9.1 Neither Party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

9.3 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) defective products under the Consumer Protection Act 1987.

9.4 To the maximum extent permitted by law, we shall have no liability for any Third Party Products or Services, or any unavailability of the Platform due to a failure of the Third Party Products or Services.

9.5 Subject to clauses 9.1 (no limitation in respect of deliberate default), and 9.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:  

(a) you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause (clause 5) and the Intellectual Property clause (clause 7) of these Terms;
(b) neither Party will be liable for any Consequential Loss;
(c) a party’s liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss; and
(d) our aggregate liability for any liability arising from or in connection with these Terms will be limited to £100.

9.6 We have given commitments as to the compliance of the Platform with these Terms and applicable Laws in clause 3.5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

9.7 This clause will survive the termination or expiry of these Terms.

10 Termination
10.1 Account Deletion: You may request to cancel the Services and delete your Account at any time by notifying us via email.

10.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

(a) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(b) oryou breach these Terms and that breach cannot be remedied; or
(c) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

10.3 Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.

10.4 Upon expiry or termination of the Services, we will retain Your Data (including copies) as required by law or regulatory requirements (and where we have entered into a data processing agreement with you, in accordance with the data processing agreement).

10.5 Termination of the Services will not affect any rights or liabilities that a Party has accrued under these Terms.  

10.6 This clause will survive the termination or expiry of these Terms.

11 General

11.1 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

11.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

11.3 Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

11.4 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications

11.5 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Platform may be accessed in the UK and overseas. We make no representation that the Platform complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Platform from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform. The United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from these Terms.

11.6 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

11.7 Privacy: All personal data you provide to us will be treated in accordance with applicable Data Protection Legislation. Where you enter into these Terms as a business, you agree to comply with all Data Protection Legislation. To the extent that we act as the Processor of any Personal Data of which you are the Controller (as these terms are defined in the Data Protection Act 2018), the Parties each agree to comply with the terms of our Data Processing Addendum, which is available as an attachment to these Terms and forms part of these Terms.

11.8 Publicity: You agree that, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

11.9 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

11.10 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us.

12 Definitions

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

‍Data Protection Legislation means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Terms, including the Data Protection Act 2018.

‍Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of the foregoing.

‍Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

‍Third Party Inputs means third parties or any goods and services provided by third parties, including AI providers such as Deepgram or OpenAI, customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.

ATTACHMENT 1: DATA PROCESSING ADDENDUM
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This Data Processing Addendum (DPA) supplements our Replicate Labs Platform Terms and Conditions that this DPA is attached to (Terms) and applies to our provision of Services to you under the Terms (as the Parties are defined in the Terms). This DPA applies from the date you agree to our Terms and will continue in accordance with the terms of this DPA.

‍Background

A. The Parties have entered into the Terms for the provision of our Platform.
B. In the processing of Customer Personal Data in connection with the Terms, we act as a Processor, and you are a Controller.
C. We may also act as a Controller of Customer Personal Data which we require from you in order for you to create an Account on the Platform.

1. Processing of Personal Data

1.1 Each Party agrees to comply with Data Protection Legislation in the Processing of Customer Personal Data.
1.2 You instruct us to process Personal Data in accordance with this DPA (including in accordance with Annex 1).
1.3 We agree to not process Customer Personal Data other than on your documented instructions, and to the extent applicable, clause 4.5 of this DPA.

2. Our Personnel

2.1 We agree to take reasonable steps to ensure the reliability of any of our Personnel who may have access to the Customer Personal Data, ensuring in each case that:
(a) access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Terms; and
(b) the relevant Personnel are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

3. Security

3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we agree to implement appropriate technical and organisational measures in relation to the Customer Personal Data to ensure a level of security appropriate to that risk in accordance with Data Protection Legislation.
3.2 In assessing the appropriate level of security, we agree to take into account the risks that are presented by Processing, in particular from a Personal Data Breach.

4. Sub-Processing

4.1 You authorise our engagement of the Sub-Processors already engaged by us at the date of this DPA, which are set out at Annex 2.
4.2 Where we wish to engage a new Sub-Processor, we agree to provide written notice to you of the details of the engagement of the Sub-Processor at least 14 days’ prior to engaging the new Sub-Processor (including details of the processing it will perform). You may object in writing to our appointment of a new Sub-Processor within 7 days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving resolution. If the Parties are not able to achieve resolution, we may, at our election:
(a) not appoint the proposed Sub-Processor;
(b) not disclose any Customer Personal Data to the proposed Sub-Processor; or
(c) inform you that we may terminate the Terms (including this DPA) for convenience, in which case, clause 11.2 will apply.
4.3 You agree that the remedies described above in clauses 4.2(a)-(c) are the only remedies available to you if you object to any proposed Sub-Processor by us.
4.4 Where we engage a Sub-Processor to process Customer Personal Data, we agree to enter into a written agreement with the Sub-Processor containing data protection obligations no less protective that those in this DPA with respect to the Customer Personal Data, and to remain responsible to you for the performance of such Sub-Processor’s data protection obligations under such terms.
4.5 Where the transfer of Customer Personal Data from us to a Sub-Processor is a Restricted Transfer, it will be subject to the UK Addendum (and documents or legislation referred to within it), which shall be deemed to be incorporated into this DPA, and the UK Addendum is considered an appropriate safeguard.

5. Data Subject Rights

5.1 Taking into account the nature of the Processing, we agree to assist you by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, as reasonably understood by you, to respond to requests to exercise Data Subject rights under Data Protection Legislation.
5.2 We agree to:
(a) promptly notify you if we receive a request from a Data Subject under Data Protection Legislation in respect of Customer Personal Data; and
(b) ensure that we do not respond to that request except on your documented instructions or as required by Data Protection Legislation to which we are subject, in which case we shall, to the extent permitted by Data Protection Legislation, inform you of that legal requirement before we (or our Sub-Processor) respond to the request.

6. Personal Data Breach

6.1 We agree to notify you without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data, and provide you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Data Protection Legislation.
6.2 We agree to co-operate with you and take reasonable commercial steps as are directed by you to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
6.3 If you decide to notify a Supervisory Authority, Data Subjects or the public of a Customer Personal Data Breach, you agree to provide us with advance copies of the proposed notices and, subject to Data Protection Legislation (including any mandated deadlines), allow us an opportunity to provide any clarifications or corrections to those notices.

7. Data Protection Impact Assessment and Prior ConsultationWe agree to provide reasonable assistance to you with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law (to the extent you do not otherwise have access to the relevant information and such information is in our control).

8. Deletion or return of Personal DataSubject to this clause 8, and subject to any document retention requirements at law, we agree to promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Customer Personal Data (Cessation Date), delete and procure the deletion of all copies of those Customer Personal Data.

9. Audit Rights

9.1 Subject to this clause 9, where required by law, we shall make available to you on request all information reasonably necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by you or an auditor mandated by you in relation to the Processing of the Customer Personal Data by us.

9.2 Where clause 9.1 applies, any audit (or inspection):
(a) must be conducted during our regular business hours, with reasonable advance notice (which shall not be less than 30 days);
(b) will be subject to our reasonable confidentiality procedures;
(c) must be limited in scope to matters specific to you and agreed in advance with us;
(d) must not require us to disclose to you any information that could cause us to breach any of our obligations under Data Protection Law;
(e) to the extent we need to expend time to assist you with the audit (or inspection), this will be funded by you, in accordance with pre-agreed rates; and
(f) may only be requested by you a maximum of one time per year, except where required by a competent Supervisory Authority or where there has been a Personal Data Breach in relation to Customer Personal Data, caused by us.

9.3 Your information and audit rights only arise under section 9.1 to the extent that the Terms does not otherwise give you information and audit rights meeting the relevant requirements of Data Protection Legislation.

10. Liability

‍Despite anything to the contrary in the Terms or this DPA, to the maximum extent permitted by law, the liability of each Party and its affiliates under this DPA is subject to the exclusions and limitations of liability set out in the Terms.

11. Termination

11.1 Each Party agrees that a failure or inability to comply with the terms of this DPA and/or Data Protection Legislation constitutes a material breach of the Terms. In such event, you may, without penalty:

(a) require us to suspend the processing of Customer Personal Data until such compliance is restored; or
(b) terminate the Terms effective immediately on written notice to us.

11.2 In the case of such suspension or termination, we shall provide a prompt pro-rata refund of all sums paid in advance under the Terms which relate to the period of suspension or the period after the date of termination (as applicable).

11.3 Notwithstanding the expiry or termination of this DPA, this DPA will remain in effect until, and will terminate automatically upon, deletion by us of all Customer Personal Data covered by this DPA, in accordance with this DPA.

12. Definitions and Interpretation

12.1 In this DPA, unless the context otherwise requires, all terms have the meanings given to them in the Appendices and Annexures, and:

‍Account has the meaning given to it in the Terms.

‍Customer Personal Data means any Personal Data Processed by us on behalf of you in connection with the Terms (and where we are also acting as a Controller, any Personal Data we process in connection with the Terms).

‍Data Protection Legislation means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Terms, including the Data Protection Act 2018.

‍DPA means this Data Processing Agreement and all Annexes attached to it.

‍Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this DPA or otherwise.

‍Personnel means in respect of a Party, any of its employees, consultants, and subcontractors.Platform has the meaning given to it in the Terms.

‍Restricted Transfer means a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

‍Terms means the terms and conditions for our Platform and Services, as agreed between the Parties.  

‍Services has the meaning given to it in the Terms.

‍Sub-Processor means any person appointed by or on behalf of us to process Customer Personal Data on behalf of you in connection with the Terms.

‍UK Addendum means the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers approved by the Information Commissioner’s Office under section 119A of the Data Protection Act 2018 on 21 March 2022 (version B.1.0), and as updated from time to time.

12.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Supervisory Authority” shall have the same meaning as in the Data Protection Act 2018, as applicable.

12.3 The word include shall be construed to mean include without limitation.



ANNEX 1

ANNEX 1A – LIST OF PARTIES
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ANNEX 1B: DESCRIPTION OF TRANSFER

ANNEX 2
LIST OF SUBPROCESSORS
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