Interpretation

Data Protection Legislation: shall mean the General Data Protection Regulation (GDPR) and other data protection legislation applicable in the UK, including the Data Protection Act (1998)

Nuvias: Nuvias Group limited, a company registered in England and Wales under the number 09773963 having its registered office at 80 Brook Street, London, W1K 5EG or its affiliates

Partner: the company (whether it’s a reseller or a vendor), firm or person who purchases the Services in accordance with the purchase orders previously issued

Partner Data: Personal Data as defined in the Data Protection Legislation inputted by the Partner or on the Partner’s behalf for the purpose of using the Services or facilitating the Partner’s use of the Services

Services: access to and use of the marketing services, documentation and any additional features and/or other services provided by Nuvias as may be agreed between the parties from time to time for the benefit of the Partner

Subscription Term: the term of the Services agreed upon the purchase orders

Terms: the terms and conditions regarding the protection of Partner Data agreed upon and as amended from time to time at Nuvias sole discretion

Partner Data

  1. The Partner shall own all right, title and interest in and to all of the Partner Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Partner Data.
  2. Nuvias guarantees that it has implemented and will maintain for the entire term of its processing if required, of Partner Personal Data, appropriate technical, organizational and contractual measures to ensure the security of Partner Personal Data and to prevent unauthorized or unlawful processing of Partner Personal data and against accidental loss or destruction of, or damage to, Partner Personal Data.
  3. Nuvias shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Partner Data. Nuvias may amend this Privacy Policy or those Terms from time to time in Nuvias sole discretion. Nuvias may display these changes to the Partner from time to time to help ensure the Partner is aware of its contents.
  4. Both parties will comply with all applicable requirements of the Data Protection Legislation. These Terms are in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  5. The Partner acknowledges and agrees that Nuvias may access the Partner Data:
  • (a) if required to do so by law;
  • (b) to enforce these Terms or protect any other rights it may have;
  • (c) to respond to claims that any Partner Data infringes the rights of third parties; or
  • (d) to respond to the Partner’s requests for support.
  1. The Partner permits Nuvias to access, aggregate, analyse and interpret the Partner Data for the purpose of producing anonymised reports and data for the internal business use of Nuvias or for provision by Nuvias to its Partners and third parties, provided that personal data is not processed and no part of the Partner Data is disclosed or made available to any third party under this clause 6 in unmodified, identifiable or readily extractable form. As such, the Partner grants to Nuvias anon-exclusive, non-transferable, royalty free, worldwide licence to access Partner Data for the purpose of this clause and waives any moral rights and publicity rights in such content.
  2. The Partner Data shall include personal data relating to the users including, but not limited to, their name, address and/or email address. Nuvias shall process such Personal Data for the purpose of providing the Services during the Subscription Term.
  3. Without prejudice to the generality of clause 4, when Nuvias processes personal data on the Partner’s behalf while performing the Services, the parties record their intention that the Partner shall be the Data Controller and Nuvias shall be a Data Processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation) and:

(a) Nuvias shall only process that Personal Data on the written instructions of the Partner unless Nuvias is required by the Data Protection Law;

(b) Nuvias shall promptly notify the Partner if it believes the instructions from the Partner violates any applicable Data Protection Legislation;

(c) Nuvias shall provide the Partner with such reasonable assistance, at the Partner’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) Nuvias shall keep, maintain and make available to the Partner all information necessary for the Partner to demonstrate compliance with the Partner’s obligations as data controller, which shall include allowing for and contributing to audits and inspections conducted by the Partner;

(e) Nuvias shall notify the Partner without undue delay on becoming aware of a Personal Data breach;

(f) Nuvias shall, at the written direction of the Partner, delete or return Personal Data and copies thereof to the Partner on termination of the Services unless required by Applicable Law to store the Personal Data;

(g) Nuvias shall maintain complete and accurate records and information to demonstrate its compliance with this Terms;

(h) Nuvias shall not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled:

  • the Partner or Nuvias has provided appropriate safeguards in relation to the transfer;
  • the Data Subject has enforceable rights and effective legal remedies;
  • Nuvias complies with reasonable instructions notified to it in advance by the Partner with respect to the processing of the Personal Data;
  • Nuvias complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(i) the Partner shall ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the relevant Personal Data to Nuvias for the purposes and duration of the Services so that Nuvias may lawfully process the Personal Data in accordance with the performance of the Services on the Partner’s behalf;

(j) the Partner shall ensure that the relevant individuals (which includes all users) have been informed of, and where applicable have given their consent to, such processing as required by all applicable Data Protection Legislation; and

(k) each party shall take appropriate technical and organisational measures to ensure the security of personal data at a level appropriate to the risk and to prevent unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

  1. It is further agreed by the parties that shall Nuvias provide Partner with Personal Data for the performance of the Services, the Data Controller shall then become Nuvias and the Data Processor the Partner. The Partner agrees that, in that case, the terms in clause 8 shall reflect this change and Partner, as Data Processor, shall be bound by point (a) to (k).
  2. The Partner consents to Nuvias appointing third party processors of Personal Data to perform the Services provided that Nuvias has entered with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in these Terms. As between the Partner and Nuvias, Nuvias shall remain fully liable for all acts and omissions of any third-party processor appointed pursuant to this clause.
  3. Should you wish to contact Nuvias for further information, please send an email to services@nuvias.com or send a request from our website.

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