Last updated: July 5, 2020
THESE TERMS OF SERVICE (“Terms”) CONSTITUTE A BINDING CONTRACT BETWEEN YOU, AUTHORISED USER(S) (collectively, “You” or “Your” or “Subscriber”, “Account Holder”, “Client”, “User”) AND ENBRAUN TECHNOLOGIES (collectively, “ENBRAUN TECHNOLOGIES” or “We” or “Us” or “Our”) AND GOVERN USE OF AND ACCESS TO THE SERVICE BY YOU, AUTHORISED USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE, A FREE TRIAL OF THE SERVICE OR A BETA SERVICE.
By accepting these Terms, or by accessing or using the Service, or authorizing or permitting any Authorised User to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to ENBRAUN TECHNOLOGIES that You have the authority to bind such Entity and its affiliates to these Terms, in which case the terms (“Subscriber”) (“Account Holder”) (“You”) (“Your”) or related capitalized terms herein shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of publishing, posting or monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.1 This Agreement (“Agreement”) describes the Terms governing Your use of ENBRAUN TECHNOLOGIES’S cloud based resource scheduling and planning software referred to as “eResource Scheduler Cloud” or “eRS Cloud” provided to You, Authorised User, including content, updates and new releases, (the “Service(s)”).
It includes by reference-
(b) Additional Terms and Conditions, Appendixes, if any, which may include those from third parties.
(c) Any terms provided separately to You for the Services, including product or Service program terms, ordering, activation, payment terms, etc.
(d) API Documentation
2. GENERAL CONDITIONS: ACCESS TO AND USE OF THE SERVICE
2.1 We provide fully functional “as is” Trial Service. Thus, no presumption or assumption regarding the Service itself or its Terms will be entertained by Us once a Service Plan for a Subscription Term has been Subscribed by You.
2.2 Trial Services are provided strictly “as is”. You may use a Trial Service in a manner consistent with the Terms and Conditions of this Agreement, but ENBRUAN TECHNOLOGIES may, at its discretion, disable certain features of a Trial Service and enforce time limits on Your right to use the same. Since a Trial Service is provided free of charge, ENBRAUN TECHNOLOGIES disclaims all warranties, representations, and liabilities as set forth in this Agreement and ENBRAUN TECHNOLOGIES shall not be liable for damages of any kind related to Your use of a Trial Service.
2.3 During the Subscription Term and subject to compliance by You, Authorised User with these Terms, You have the limited right to access and use the Service consistent with the Service Plan You subscribe to, specific to Your particular business purpose. Without limiting the foregoing, Your right to access and use the API (“Application Programming Interface”) is also subject to the restrictions and policies implemented by ENBRAUN TECHNOLOGIES from time to time with respect to the API as set forth in API Documentation or otherwise communicated to You in writing.
2.4 A high-speed internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, “browser” software that supports protocols used by eRS Cloud, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Authorised User of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by ENBRAUN TECHNOLOGIES. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.5 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (b) use the Services to process data on behalf of any third party other than resources authorised under Your Subscription Plan; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with ENBRAUN TECHNOLOGIES; (e) use the Services for the purpose of harming or attempting to harm minors in any way; (f) use the Services in any unlawful manner, including but not limited to violation of any person’s privacy rights; (g) use the Services to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (h) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (i) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (j) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software or component making up the Services; use the Service in any way that breaches any applicable local, national or international law or regulation; (k) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, obscene, offensive, inflammatory, racist, hateful, abusive, libellous, threatening or abusive, deceptive, invades another’s privacy, causes annoyance, inconvenience, harasses, upsets, embarrasses, alarms or annoys any person, promotes sexually explicit material, promotes violence, promotes illegal activity, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (m) use Our Service in a manner not intended for; (n) enter unreasonably excessive amount of data; or (o) try to use or misuse the Services in violation of these Terms; (p) use the Services in any fraudulent way or for any that has any unlawful or fraudulent purpose or effect;
2.6 You are responsible for compliance with the provisions of these Terms by Authorised User and for all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Services to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of resources that can be scheduled as per Your Service Plan for which You subscribed, use of the Services is restricted to the specified number of resources permitted under Your subscription to the Services. You agree and acknowledge that each Authorised User will be identified by a unique username and password (“Login Credentials”) and that a Login Credential may only be used by one (1) individual Authorised User. You will not share User Login Credentials among multiple individual Authorised Users. You and Your Authorised Users are responsible for maintaining the confidentiality of all Login information for Your Account.
2.7 ENBRAUN TECHNOLOGIES reserves the right, in its reasonable discretion, to temporarily suspend Your access to and use of the Services in the following conditions: (a) during planned downtime for upgrades and maintenance to the Services, of which ENBRAUN TECHNOLOGIES will use logistically and commercially reasonable efforts to notify You in advance through a notice (including electronic communication) to Your Account owner; (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties.
2.8 ENBRAUN TECHNOLOGIES reserves the right to modify Subscription Model (the “Subscription Model”) as and when it deems fit due to economic, competitive, technical or any other reason.
2.9 From time to time, ENBRAUN TECHNOLOGIES may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with Beta Services.
3. DATA PRIVACY, SECURITY AND CONFIDENTIALITY
3.1 Subject to the express permissions of these Terms, You and ENBRAUN TECHNOLOGIES will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care.
Except as otherwise expressly permitted pursuant to these Terms, You and ENBRAUN TECHNOLOGIES may use each other’s Confidential Information solely to exercise respective rights and perform respective obligations under these Terms and shall disclose such Confidential Information solely to those respective employees, representatives and agents, who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
3.2 You agree that ENBRAUN TECHNOLOGIES and the service providers We use to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Services, including, without limitation, in response to Your support requests. Any third-party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations. ENBRAUN TECHNOLOGIES may also access or disclose information about You, Your Account, Authorised User, including Your Data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect ENBRAUN TECHNOLOGIES’S or its customer’s or partner’s rights or property, including enforcement of these Terms or other policies associated with the Services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
3.3 Whenever You, Authorised Users interact with Our Services, We automatically receive and record information on Our server logs from the browser, which may include IP address, “cookie” information, and the type of browser and/or device being used to access the Services. “Cookies” are identifiers We transfer to Your browser / device that allow Us to recognize Your, Authorised User’s browser, along with how Our Services are being utilized. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify You, Authorised Users personally. For example, this aggregate data can tell Us how often users use a feature of the Services, and We can use that knowledge to improve the Services.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 ENBRAUN TECHNOLOGIES and You shall maintain all rights, title and interest in and to all Our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Authorised User to use the Services under these Terms do not convey any additional rights in the Services, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Services as expressly provided herein, all rights, title and interest in and to the Services and all hardware, software and other components of or used to provide the Services, including all related intellectual property rights, will remain with and belong exclusively to ENBRAUN TECHNOLOGIES.
4.2 ENBRAUN TECHNOLOGIES shall have a royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and / or incorporate into the Services.
4.3 ENBRAUN TECHNOLOGIES’S product and service names, and logos used or displayed on the Services are registered or unregistered trademarks of ENBRAUN TECHNOLOGIES (collectively, “Marks”), and You may only use such Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent ENBRAUN TECHNOLOGIES, and its Services.
5. THIRD PARTY SERVICES
5.1 If You decide to enable, access or use Other Services along with ENBRAUN TECHNOLOGIES’S Services, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against ENBRAUN TECHNOLOGIES with respect to such Other Services.
5.2 ENBRAUN TECHNOLOGIES is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting ENBRAUN TECHNOLOGIES to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.
6. BILLING, PLAN MODIFICATIONS AND PAYMENTS
6.1 We provide fully functional “as is” Trial Service. Thus, no presumption or assumption regarding the Service itself or its Terms will be entertained by ENBRAUN TECHNOLOGIES once a Service Plan for a Subscription Term has been Subscribed by You.
6.2 We / Our partners / Our resellers have authorised Stripe to facilitate and collect payments on Our behalf through the Stripe payment portal for all or any Subscription of Services made by You, Authorised Users.
6.3 Unless otherwise indicated on a Form referencing these Terms and subject to Section 6.4, all fees associated with Your access to and use of the Services (“Subscription Fees”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Fees or Fees for other services indicated on any Form within seven (7) business days of Our notice to You that payment is due, in addition to Our other remedies, We may cancel the Subscription of Services subscribed by You, Authorised User.
6.4 If You choose to upgrade Your Service Plan or increase the number of authorized resources that can be scheduled during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Fees associated with such Subscription Upgrade will be charged to Your Account, due and payable immediately upon implementation of such Subscription Upgrade.
6.5 No refunds for Subscription Fees or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Credit will be given to You on pro-rata basis which will be adjusted against future Subscription Fees.
6.6 Downgrading Your Service Plan may cause loss of content, features, or capacity of the Services available to You under Your Account, and ENBRAUN TECHNOLOGIES does not accept any liability for such loss.
6.7 ENBRAUN TECHNOLOGIES reserves the right to offer special pricing to You and / or to other clients on its own discretion.
6.8 ENBRAUN TECHNOLOGIES reserves the right to increase the Subscription Fees annually, on its own discretion.
6.9 From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
6.10 Unless otherwise stated, Our fees does not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against ENBRAUN TECHNOLOGIES based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
7. CANCELLATION AND TERMINATION
7.1 You may elect to cancel Your Subscription at any time, but such request to cancel will only come into effect after the completion of Your current Subscription Term.
7.2 No refunds or credits will be provided to You if You elect to cancel Your Subscription at any time before the completion of Your current Subscription Term.
7.3 Except as provided under Section 2.5 and 7.7, ENBRAUN TECHNOLOGIES may at its own discretion elect to cancel Your Subscription at any time on its own discretion and shall provide You with refund on a pro-rata basis for the remainder of Your Subscription Term.
7.4 Unless Your Subscription to the Services is so cancelled, Your Subscription to the Services will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form and Section 6.8, the Subscription Fees applicable to the existing clients for the Subscription to the Services at the time of renewal of the Subscription shall be the current Subscription Fees + 5% increase to the current Subscription Fees or Our Standard Subscription Fees at the time of renewal, whichever is less, payable immediately as on the time such subsequent Subscription Term commences.
7.5 Following the cancellation of Your Subscription to the Services, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered at any time later than 3 (three) months from the date Your Subscription to the Services is cancelled.
7.6 If You cancel Your Subscription to the Services prior to the end of Your then effective Subscription Term or We effect such cancellation pursuant to Section 2.5 or 7.7, in addition to other amounts You may owe ENBRAUN TECHNOLOGIES, You must immediately pay any then unpaid Subscription Fees associated with the remainder of such Subscription Term.
7.7 ENBRAUN TECHNOLOGIES reserves the right to modify, suspend, cancel Your Subscription to the Services, and remove, disable and discard any of Your Data if We believe that You, Authorised User have violated these Terms. Unless legally prohibited from doing so, ENBRAUN TECHNOLOGIES will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. ENBRAUN TECHNOLOGIES shall not be liable to You, Authorised User or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Authorised User may be referred to law enforcement authorities at Our sole discretion.
7.8 From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
8. DATA PROTECTION
8.1 To the extent that any Content constitutes personal data within the meaning of applicable EU Data Protection Law, You and ENBRAUN TECHNOLOGIES shall comply with such applicable law in Our respective processing of that personal data. Where We act as a processor on Your behalf, the Data Processing Appendix below (which forms part of these terms) will apply, and You agree to indemnify Us in respect of any claim by a third party that any processing of such personal data by means of the Service does not comply with the applicable EU Data Protection Law.
8.2 We produce or may product in future anonymised and aggregated statistical data regarding the use of the Services to use for Our own businesses purposes (including to improve and promote the Services). This data will not constitute personal data.
9. DISCLAIMER OF WARRANTIES
9.1 These terms set out the full extent of Our obligations and liabilities in respect of the supply of the Service. There are no conditions, warranties, representations or other terms, express or implied, that are binding on Us except as specifically stated in these terms. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, these terms, or any collateral contract, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
9.2 You acknowledge that the Service has not been developed to meet Your individual requirements and that it is therefore Your responsibility to ensure that the facilities and functions of the Service meet Your requirements.
9.3 You acknowledge that the Service may not be free of bugs or errors and may not be available at all times or without interruption, and You agree that the existence of any such bugs or errors or the occurrence of any such interruptions in availability will not constitute a breach of these terms.
10. LIMITED LIABILITY AND INDEMNIFICATION
ENBRAUN TECHNOLOGIES agrees to indemnify You for damages resulting from lawsuit brought against You by a third party successfully proving beyond doubt in the court of governing law and jurisdiction as mentioned in point 16 of these Terms that the Services as delivered to You under this Agreement infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of that third party. This clause does not cover any loses or damages caused due to or related to loss of Your or any third party’s data.
THE MAXIMUM LIABILITY OF ENBRAUN TECHNOLOGIES FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS JUST PRIOR TO SUCH CLAIM UNTIL THE DAY SUCH LIABILITY ARISES.
You will indemnify and hold ENBRAUN TECHNOLOGIES harmless against any claim brought by a third party against ENBRAUN TECHNOLOGIES arising from or related to use of the Services by You, Authorised User in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms;
11. SUPPORT SERVICE DEFINITION AND ENTITLEMENT
11.1 “Support” includes but is not limited to assistance, answers, suggestions, solutions, resources (including but not limited to documents / images / videos), provided by ENBRAUN TECHNOLOGIES’S representatives via any means of communication including but not limited to email / phone / web meeting software / skype / other internet calling application.
11.2 ENBRAUN TECHNOLOGIES at its own discretion may provide a Help or Support section on website eresourcescheduler.com which will provide all requisite resources to assist the Client to effectively use Our Services.
11.3 Account Managers will provide Support and will coordinate on behalf of ENBRAUN TECHNOLOGIES to ensure that Clients receive all possible assistance to ensure effective use to Our Services.
You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without ENBRAUN TECHNOLOGIES’S prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our Agreement with You to any affiliate or in connection with any merger or change of control of ENBRAUN TECHNOLOGIES or the sale of all or substantially all Our assets provided that any such successor agrees to fulfil its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by You and ENBRAUN TECHNOLOGIES and respective successors and assigns.
13. ENTIRE AGREEMENT
These Terms, together with any Form(s), appendix(es), constitute the entire Agreement, and supersede all prior agreements between You and ENBRAUN TECHNOLOGIES regarding the subject matter hereof.
14. RIGHT TO AMEND
We have the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on use of the Services, in which case the new Terms will supersede prior terms. Any changes will be effective after 7 days from the time We first notify You about such changes via email or/and notifications while using the Services or/and other reasonable means. Your use of the Services or any part of it after we notify you of any such changes, constitutes your acceptance of the modified terms. If you do not accept modified terms in part or full, you must terminate your Account and stop using our Services before the change takes effect. ENBRAUN TECHNOLOGIES’S failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision fully permitted by law, and the remaining provisions of these Terms shall remain in effect.
Sections 3.1, 4 and 9-18 shall survive any Termination of this Agreement with respect to use of the Services by You, Authorised User. Termination of such Agreement shall not limit Your or ENBRAUN TECHNOLOGIES’S liability for obligations accrued as on or prior to such Termination or for any breach of these Terms.
17. RELATIONSHIP BETWEEN PARTIES
ENBRAUN TECHNOLOGIES and You are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between ENBRAUN TECHNOLOGIES and You.
18. GOVERNING LAW AND JURISDICTION
These Terms will be governed by the laws applicable in Republic of India. State courts located in Jaipur, Rajasthan, will have exclusive jurisdiction to decide dispute(s) if any, which may arise in future between You, Authorised User and ENBRAUN TECHNOLOGIES or other related / affected parties, irrespective of the place where the cause of action arises.
Data Processing Appendix
The Data Processing Appendix shall be read and construed solely in accordance with the EU Data Protection Law i.e., the General Data Protection Regulation (the “GDPR”). The original intention of this appendix shall be kept alive. However, if at any point, any provision of this appendix stands invalid, unlawful, unenforceable or in any way, non-compliant with the General Data Protection Law, then the same shall be amended to the minimum extent permitted by law to make it valid, legal, enforceable and compliant with the General Data Protection Regulation.
2. Details of Processing and General Obligations
2.1 You must make sure that You have all requisite consents and notices established, to allow the lawful transfer of personal data to Us for the duration and purposes of providing Services.
2.2 You must ensure that all processing of personal data, including the transfer of personal data, has been and will continue to be carried out in compliance with the relevant provisions of the applicable Data Protection Law (and, the same has been notified to the relevant authorities of the Member State, wherever applicable), without violating the relevant provisions of that Member State.
2.3 You understand and acknowledge that for the purposes and interpretation of the General Data Protection Regulation, You are the data controller and We are the data processor with regard to any personal data processed by Us, on behalf of You, in connection with the performance and provision of Services by Us. In case, with respect to any personal data, You are a data processor on behalf of a third-party, then You ensure that all Your actions and instructions with regard to such personal data (including Our appointment as data processor) have been authorised by such third-party.
2.4 The following points identify the details of processing which We undertake as processors. You acknowledge and agree that all such details are correct and comprehensive:
2.4.1 Subject matter- cloud storage of electronic files and data and making this available to You and Authorised Users, allowing changes, additions, deletions made by You and Your authorised users, producing reports. Access to and migration of data necessary to carry out requested support services.
2.4.2 Nature and Purpose- processing of any personal data is purely incidental to the provision of Our Services, and is limited to storage, authorised disclosure, production of reports, access and migration. No migration of or access to or other processing of any personal data is carried out as a part of the Services other than as may be required on Your specific documented instructions.
2.4.3 Duration- for the duration of the Services and thereafter until the personal data is returned or deleted by Us as set out in these terms or agreed in writing with You.
2.4.4 Types of Personal Data and Categories of Data Subject- as may be provided to Us by (or at the direction of) You or Authorised Users.
3. Data Processor’s Obligations
3.1 Functioning as data processors on Your behalf, We shall:
3.1.1 Process personal data only on Your instructions and You hereby instruct Us to process that personal data, as is required for the provision of Services;
3.1.2 Appoint sub-processors only as permitted under this appendix;
3.1.3 Make sure that We have in place appropriate technical and organisational measures as required by the General Data Protection Law;
3.1.4 See to it that all personnel who have access to and/or process personal data are under the obligation to maintain the confidentiality of personal data;
3.1.5 Not transfer any personal data outside the EU unless We have done so in accordance with Your prior written authorisation or such transfer is on Your written instructions (and You hereby instruct and authorise Us to transfer personal data outside the Permitted Territory where required for the provision of Services, including but not limited to where You have been notified that an authorised sub-processor is located and stores or accesses personal data outside the Permitted Territory);
3.1.6 Considering the nature of processing, assist You, at Your cost, in responding to any request from a data subject (insofar as this is possible) and in ensuring compliance with Your obligations under the General Data Protection Regulation with respect to (based only on the information available to Us) security, impact assessments, breach notifications, and consultations with supervisory authorities or regulations;
3.1.7 On becoming aware of a personal data breach, notify You without any inordinate delay. Also, comply with Our obligation of making known to You in case an instruction of Yours infringes the General Data Protection Law (in Our opinion);
3.1.8 Upon termination of Your account, (at Your cost) delete or return to You personal data and copies thereof; and
3.1.9 Provide You with all necessary information, when asked, in order to substantiate Our compliance with this appendix and the General Data Protection Law. The same shall constitute Our confidential information, and You shall not disclose or use it, other than to confirm Our compliance with GDPR.
3.2 You specifically authorise the appointment of all sub-processors We have already notified You of. Further, You generally authorise Us to appoint additional or alternative sub-processors, on such sub-processor’s terms which imply data protection obligations that are similar or more onerous in effect than the ones set out in this appendix. Where We appoint or replace a sub-processor, Whenever We update Our list of sub-processors, We will notify You 7 days in advance of any such intended change(s). If You wish to object to such changes, You must inform Us in writing with Your reasons for such objection, within 7 days of receiving this notice. After receiving any such objection, We may make efforts to provide You with alternatives or assurances in relation to such change. If You, while acting reasonably in relation to Your legal or regulatory compliance obligations, sustain Your objections to such changes, You may, within 7 days of receipt of original notice about such changes, terminate (on written notice) the relevant Services directly affected by those changes. If You choose to terminate Your subscription due to such change, We at Our own discretion may choose to refund Your subscription fee on pro-rata basis for the remaining unused term. Where You do not provide written notice of such termination, or continue to use such Services following the change, You shall be deemed to have accepted such change.
You hereby expressly authorise Us to appoint the sub-processors listed below on this page.
List of Sub-processors
Name: Amazon Web Services, Inc.
Activity: Cloud Infrastructure (Application & Database Servers etc.)
Country: United States of America
Name: Google LLC (Google Cloud Platform)
Activity: Cloud Infrastructure (Application & Database Servers etc.)
Country: United States of America
Name: Zendesk Inc
Activity: Customer Service Management Software
Country: United States of America
Name: Zoho Corporation
Activity: Client Relationship Management / Office Suite
Activity: Email Marketing
Country: United States of America