1. Interpretation
1.1 In the Agreement, the following expressions have the following meanings unless inconsistent with the context:
“Affiliate” means a legal entity that directly or indirectly (a) controls (b) is controlled by or (c) is under common control of another legal entity.
“Agreement” means the agreement between you and us in relation to your use of Services made up of the Terms and your Order.
"Business Day" means any day which is not a Saturday, Sunday or bank or public holiday in the UK.
"Charges" means the charges payable by you to us in respect of Services as described in your Order and as may be adjusted in accordance with the Agreement.
"Cloud.IQ" or "we" or "us" or "our" means Cloud.IQ Limited, a company registered in England and Wales under company number 07774309.
“Cloud.IQ Services” means our e-commerce marketing platform.
“Confidential Information” means (a) our know how and trade secrets (b) the content or configuration of Services (c) the terms of your Order and the negotiations leading up to your Order (d) any other business, financial or technical information in any form which the recipient should reasonably know is confidential.
"Customer" or "you" or "your" means the company set out in the "Details" section of the QuickStart sign-up process.
“Customer User” means a person using Services under your Agreement who is (a) your employee; (b) your contractor; or (c) acting in another capacity identified in your Order.
"Intellectual Property Rights" means any and all copyright, patents, trademarks, design rights, database rights, utility models, trade secrets, topography rights, any applications and registrations associated with such rights and all other intellectual property rights exercisable in any part of the world (whether registered or not) together with all goodwill and know how.
"Normal Business Hours" means 9.00 am to 6.00 pm local UK time, each Business Day.
“Order” means our online registration form, written order form or order confirmation email that describes the Services we will provide you and the additional Terms applicable to your use of the Services.
“Professional Services” means any professional services to be provided by us as described in your Order.
"Services" means the Tag, the Cloud.IQ Services and/or the Professional Services we will provide to you (a) as described in your Order or (b) which we otherwise authorise you to use.
"Subscription" means your agreement to use Cloud.IQ Services on a paid basis for the Subscription Period on the terms set out in your Order.
"Subscription Period" means the period of your Subscription stated in your Order.
"Tag" means the tag we instal on your Website for the purposes of being able to use Cloud.IQ Services.
“Terms” means these terms and conditions and any further terms set out in your Order.
"Trial Period" means any period stated in your Order during which you will be able to use Cloud.IQ Services without charge.
"Virus" means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
"Website" means your website, mobile application, mobile website or other e-commerce channel that is specified in the "Website" in your Order.
If there is an inconsistency between any of these terms and conditions and the provisions of your Order, the provisions of your Order will prevail.
If we use the word “including” or similar words before describing any items, such items are examples only and should not be regarded as an exhaustive list.
2. Accepting the Terms
2.1 When you click online to indicate your acceptance of the Terms, make payment based on an Order that references the Terms, or continue to use Services, you have agreed to the Terms.
2.2 We do not accept any other terms or conditions that you attempt to impose including those associated with any purchase order you issue. Such other terms and conditions will not apply.
3. Using Services
3.1 Your will be entitled to use Services on the terms of the Agreement.
3.2 Your right to use Cloud.IQ Services will commence on the earlier of (a) the start of any Trial Period or (b) the Subscription Start Date and in each case end on termination of the Agreement.
3.3 You must ensure that only your Customer Users access Cloud.IQ Services under the Agreement and that they comply with the Agreement.
4. Services
4.1 In relation to Cloud.IQ Services:
4.1.1 you have a non-exclusive, personal, non-transferable right to use Cloud.IQ Services solely for the purpose of improving your Website online sales during any Trial Period or, if you take out a Subscription, during the Subscription Period;
4.1.2 you will not, and will not permit others to, use your Website to store, distribute or transmit any Virus, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; and
4.2 We actively monitor the use of Cloud.IQ Services and reserve the right to cancel or suspend your Cloud.IQ account, any Trial Period and/or Subscription if we discover or suspect that you have breached the Agreement.
4.3 You must not:
4.3.1 copy, duplicate, modify, create derivative works from or distribute (or attempt to) all or any portion of Cloud.IQ Services except to the extent expressly permitted by the Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement; or
4.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-readable form all or any part of Cloud.IQ Services, except as may be allowed by any applicable law which is incapable of exclusion by agreement; or
4.3.3 access all or any part of Services in order to build a product or service which competes with a Service; or
4.3.4 use Services to provide services to third parties including any Affiliate of yours; or
4.3.5 use Services for any other website other than the Website. You must enter into a separate agreement with us for each other website
5. Data Protection
5.1 The parties shall comply with Schedule 1 (Data Protection).
6. Our obligations
6.1 We will provide Services with reasonable skill and care. We will provide Professional Services during Normal Business Hours.
6.2 We shall have no liability under Clause 6.1 to the extent that any breach is caused by (a) use of Services in a manner that is not authorised by us (b) modification or alteration of Services by any party other than us (c) the act or omission of your employees, contractors or agents (d) your Website, systems or your use of Services in conjunction with the product or service of any other person.
6.3 Subject to Clause 6.2, if Services do not conform with our commitment at Clause 6.1, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of our commitment set out in Clause 6.1.
7. Your obligations
7.1 You will:
7.1.1 install the Tag on the Website and provide us with all necessary co-operation and information as may be reasonably required by us from time to time in order to deliver or otherwise provide Services;
7.1.2 carry out your obligations under the Agreement in a timely and efficient manner.
7.2 Access to Cloud.IQ Services is subject to password and other security credentials we provide. We can change such passwords and other security credentials on notice. They must not be shared. You must (a) put in place appropriate security measures to prevent unauthorised access to or disclosure of Cloud.IQ Services (b) promptly prevent and tell us about any unauthorised access or disclosure of Cloud.IQ Services when you become aware.
8. Charges and payment
8.1 You will be entitled to use Cloud.IQ Services without charge during any Trial Period.
8.2 Charges are stated in your Order. You must pay all correctly rendered invoices within 30 days of receipt of a valid tax invoice.
8.3 All Charges are stated exclusive of value added tax (which shall be added to our invoice(s) at the appropriate rate).
8.4 If you must deduct withholding tax from the Charges, you must pay us an amount that ensures our net receipt is the same as it would have been had the payment not subject to such withholding.
8.5 In respect of a Subscription:
8.5.1 you agree to pay the Charges at the billing frequency mentioned in your Order;
8.5.2 we will charge you the Charges on each renewal of your Subscription Period.
8.6 Invoices will be issued in advance. All invoices will be in Pound Sterling and payment can be made in accordance with the payment details set out in the invoices.
8.7 You must tell us of any dispute over the Charges within 15 days of the date of our invoice.
8.8 If we have not received payment of any Charges within five days after the payment due date, and without prejudice to any of our other rights and remedies:
8.8.1 we may suspend any or all of Services while the invoice(s) concerned remain unpaid; and
8.8.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of HSBC Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.9 Your Subscription Charges are based on your anticipated usage during the Subscription Period as set out in your Order. If in any calendar month during your Subscription Period, your actual usage exceeds your anticipated usage, we reserve the right to increase your Subscription Charge in line with the usage prices set out in your Order. You will be charged any increased Subscription Charge from the month following the month during which such excess usage took place and you will be invoiced accordingly.
8.10 We may increase or change the Subscription Charges as set out in your Order by providing you with notice to that effect at any time during your Subscription Period. Any increase will apply from the next renewal of your Subscription Period occurring at least 30 days after the date of our notice.
9. Intellectual Property Rights and Changes
9.1 We own all Intellectual Property Rights in Services and any outputs from the provision of Services. Except as expressly stated herein, the Agreement does not grant you any rights to, or in, Services or such outputs.
9.2 We have all rights necessary to allow you to use Services as contemplated by the Agreement.
9.3 We constantly improve Services to deliver a better experience or better value to our customers. We reserve the right to change a Service at any time (including changing specifications, delivery media or platform). We will not change a Service’s fundamental nature without letting you know.
10. Indemnity
10.1 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (a) your use of Cloud.IQ Services in a manner that is illegal or not permitted by this Agreement; (b) use of your or any third party products, Cloud.IQ Services or Intellectual Property Rights in connection with Cloud.IQ Services; or (c) the unauthorised use of Cloud.IQ Services by a third party using your logon credentials, provided that:
10.1.1 we give you prompt notice of any such claim;
10.1.2 we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
10.1.3 you are given sole authority to defend or settle the claim provided such settlement does not (a) impose any obligation or liability on us (b) require us to make any admission.
10.2 Subject to Clause 10.3 below, we shall defend, indemnify and hold you harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that Cloud.IQ Services infringe the Intellectual Property Rights of any third party as of the date of your Order provided that:
10.2.1 you give us prompt notice of any such claim;
10.2.2 you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
10.2.3 we are given sole authority to defend or settle the claim provided such settlement does not (a) impose any obligation or liability on you (b) require you to make any admission.
10.3 As an alternative to the indemnity set out in Clause 10.2, we may obtain for you the right to continue using Cloud.IQ Services, replace or modify Cloud.IQ Services so that they become non-infringing or, if such remedies are not reasonably available, terminate or suspend the Agreement without liability to you.
10.4 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
10.4.1 a modification of Cloud.IQ Services by anyone other than us;
10.4.2 your use of Cloud.IQ Services in breach of the Agreement or in a manner contrary to the instructions we gave you;
10.4.3 a matter giving rise to an indemnity claim under clause 10.1; or
10.4.4 your use of Cloud.IQ Services after notice of the alleged or actual infringement from us or any appropriate authority.
10.5 This Clause 10 sets out your sole and exclusive rights and remedies, and Cloud.IQ's (including our employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.
11. Limitation of liability
11.1 This Clause sets out Cloud.IQ's entire liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
11.1.1 arising under or in connection with the Agreement;
11.1.2 in respect of any use made by you of Services or any part of them; and
11.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement, tortious act or omission (including negligence), breach of statutory duty or otherwise arising under or in connection with the Agreement.
11.2 We provide Services 'as is' and 'as available'. We do not warrant that Services will be uninterrupted or error-free, will meet your requirements, will be available at any particular time or location or are free of Viruses (although we will implement reasonable industry standard measures designed to ensure Services are free of Viruses).
11.3 Except as expressly and specifically provided in the Agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement .
11.4 Nothing in the Agreement excludes our liability:
11.4.1 for death or personal injury caused by our negligence;
11.4.2 for fraud or fraudulent misrepresentation; or
11.4.3. any other liability that cannot be exclude or limited by law
11.5 Subject to Clauses 11.4:
11.5.1 we shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however any of the same may arise; and
11.5.2 our total aggregate liability to you in connection with the Agreement and Services will not exceed the lesser of (a) £100,000 and (b) the amount paid by you for the Service giving rise to the claim during the 12 months immediately preceding the date the claim arose.
11.6 Except for non-payment or breach of a party’s Intellectual Property Rights, no action regardless of form arising out of or in connection to this Agreement may be brough by either party more than one (1) year after the cause of action arose.
12. Term of the Agreement
12.1 Your Agreement with us starts with effect from the date your Order is accepted by us and will stay in force until it is terminated in accordance with its terms.
12.2 The Agreement term for Professional Services ends upon completion of those Professional Services unless terminated earlier.
12.3 Any free trial of Cloud.IQ Services will terminate at the end of the Trial Period. At the end of any Trial Period, you and we will automatically enter into a Subscription on the Terms set out in your Order unless you or we terminate the Agreement in accordance with Clause 13.
12.4 Your Order will state your Subscription Period. On expiry of each Subscription Period, your Subscription will automatically renew for additional periods equal to your original Subscription Period unless terminated in accordance with the Agreement.
12.5 If you are entitled to use Services for a specific term, you cannot terminate your obligations during that term.
13. Termination
13.1 You or we must give to the other not less than two (2) days written notice to terminate the Agreement expiring before the end of any Trial Period if you/we do not wish to enter into a Subscription at the end of the Trial Period.
13.3 If you have a Subscription, either of us can terminate the Agreement by giving to the other at least 30 days prior written notice to expire with effect from the end of the Subscription Period occurring at least 30 days after the date of the notice. You will continue to have access to Cloud.IQ Services until the end of your current Subscription Period. No refunds of Charges are given if you terminate part way through a Subscription Period.
13.4 The Agreement may be terminated by notice in writing with immediate effect:
13.4.1 by us if you fail to pay any sum due under the Agreement within 10 days of any due date;
13.4.2 by either of us if the other commits a material breach of the Agreement which (in the case of a breach capable of being remedied) has not been remedied within 30 days of a written request to remedy the breach;
13.4.3 by either party in the event of the passing by the other party of a resolution for its winding-up or the making by a court of competent jurisdiction of an order for the winding-up of the other party or the dissolution of the other party;
13.4.4 by either party in the event of any steps being taken for the making of an administration order or the appointment of an administrator under the out-of-court procedure under the relevant legislation in force from time to time or notice is given of intention to appoint in relation to the other party or the appointment of a receiver or an administrative receiver over, or the taking possession or sale by an encumbrancer of, any of the other party's assets; or
13.4.5 by either party in the event of any comparable or similar event to the preceding clauses 13.4.3 and 13.4.4 in any other jurisdiction.
13.5 We can suspend your rights in relation to Services if (a) we have the right to terminate such rights or (b) to protect our systems or security. Suspension will not affect any of our rights to later terminate the Agreement.
13.6 On termination of the Agreement:
13.6.1 you will cease using Services immediately;
13.6.2 the Tag will be deactivated and you shall remove The Tag from your website. You will certify that you have removed the Tag if requested by us;
14. Confidentiality
Except (a) with the consent of the disclosing party (b) as required by law, a court order or by any relevant regulatory or government authority or (c) to the extent that information has come into the public domain through no fault of the receiving party, each of us shall treat as strictly confidential all Confidential Information of the other party received or obtained as a result of entering into or performing the Agreement The receiving party must (a) hold disclosing party’s Confidential Information in confidence and disclose it to no third party (b) use that Confidential Information solely for receiving party’s provision or use of Services.
15. Events outside of Cloud.IQ's control
15.1 We will not be in breach of the Agreement, or otherwise liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement caused by an event outside our reasonable control; including but not limited to strikes, civil commotion, riot, fire, explosion, storm, flood, earthquake, epidemic or pandemic, failure of a utility service, transport, internet or telecommunications network or service, the acts, legislation or restrictions of any governmental authority.
15.2 Services make innovative use of a variety of platforms - web, SMS, voice and email. We are unable to accept liability for any delay to or failure of Services caused by such third party platforms.
15.3 We will endeavour to ensure that any disruption to the use of Services that results from any matter identified in this Clause 15 is kept to an absolute minimum.
16. Performance data
We collect and use (a) information, statistics and data related to your use of Services (b) your feedback on Services. We may use that information, statistics, data and feedback freely and without compensation to you and we will own all Intellectual Property Rights in derivative works we create based on them.
17. Complying with the law
17.1 We provide and you must use Services in accordance with applicable laws and regulations.
18. General
18.1 The Terms can be changed by us from time to time and such changes will take effect when posted on www.cloudiq.com. Your continued use of Services constitutes your agreement to such changes. We will notify you of any change to the Terms that increases your liability or materially reduces ours. You may terminate your Agreement by giving notice to us within 10 days of receiving any such notice.
18.2 To the extent that any provision of the Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of the Agreement, it shall not affect the enforceability of the remainder of the Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
18.3 The Agreement and any document expressly referred to in it sets out the entire agreement and understanding between us and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of the Agreement.
18.4 Each of us acknowledges that it has entered into the Agreement in reliance only on the representations, warranties, promises and Agreement contained in the Agreement and, save as expressly set out in the Agreement, neither of us shall have any liability in respect of any other representation, warranty or promise made prior to the date of the Agreement unless it was made fraudulently.
18.5 We can assign the Agreement (a) to an Affiliate (b) in connection with our or an Affiliates’ sale of a division, product or service (c) in connection with a reorganization, merger, acquisition or divestiture of us or an Affiliate or any similar business transaction. Otherwise, neither party may assign, transfer, charge or otherwise dispose of the Agreement, or any of its rights or obligations under it, without the prior written consent of the other party.
18.6 Notices to us must be given by email to customersuccess@cloudiq.com. Notices to you will be given by email to any email address you provided to us in your Order. Notices given by email to the correct email address will be deemed delivered when sent.
18.7 If either of us delays or fails to exercise any right or remedy under the Agreement, such delay or failure shall not constitute a waiver of that right or remedy.
18.8 Terminating your rights to use Services will not affect your or our respective accrued rights and duties. The following sections of the Agreement will survive termination: 1 (Interpretation), 5 (Data Protection), 8 (Charges), 9 (Intellectual Property Rights), 10 (Indemnity), 11 (Limitation of Liability) 14 (Confidential Information), 16 (Performance Data), and 18 (General).
18.9 The Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law and subject to the non-exclusive jurisdiction of the English courts. Nothing in the Agreement prevents either of us from seeking an immediate injunction or similar remedy from any court of competent jurisdiction to prevent or restrain breaches of the Agreement.
Schedule 1
(Data Protection)
1. Definitions and interpretation
1.1 In this Schedule, unless the context otherwise requires:
"Cloud.IQ Personnel" means Cloud.IQ's officers, employees, agents, consultants, representatives and other personnel of Cloud.IQ and each of its Sub-Processors
"Data Protection Laws" means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other similar national privacy law in force from time to time.
"Data Controller" and "Data Processor" have the meanings set out in the Data Protection Laws.
"DP Regulator" means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws.
"Permitted Purpose" means the purposes for which Cloud.IQ is permitted to process Relevant Personal Data as more particularly described in the Annex (Details of Relevant Personal Data Processed) to this Schedule 1.
"Permitted Region" means the United Kingdom and the European Economic Area.
“Personal Data” means any information relating to an identified or identifiable natural person that is processed by us on your behalf as a result of, or in connection with, the provision of Services;
Processing, processes and process have the meanings set out in the Data Protection Laws.
"Relevant Personal Data" means Personal Data which is processed by Cloud.IQ on your behalf under or in connection with the Agreement as more particularly described in the Annex (Details of Relevant Personal Data Processed) to this Schedule 1.
"Request" means a request from a data subject to exercise its rights under the Data Protection Laws in respect of the Relevant Personal Data.
"Security Breach" means any actual loss, unauthorised or unlawful processing, destruction, damage, or alteration, or unauthorised disclosure of, or access to the Relevant Personal Data.
"Standard Contractual Clauses" means the standard contractual clauses for the transfer of Personal Data to processors established in third countries or any replacement of them as approved by the UK Information Commissioner from time to time.
"Sub-Processor" shall have the meaning given in Paragraph 3.1 below.
2. Data processing obligations
2.1 The parties acknowledge and agree that the Relevant Personal Data shall consist of personal data of which you are the Data Controller.
2.2 We shall process the Relevant Personal Data as a data processor and shall only process the type(s) of personal data, and only in respect of the categories of data subjects and types of processing, set out in the Annex (Details of Relevant Personal Data Processed) to this Schedule 1.
2.3 You shall:
2.3.1 comply with the Data Protection Laws and ensure that any instructions you issue to us shall comply with the Data Protection Laws; and
2.3.2 have sole responsibility for the accuracy, quality and legality of Relevant Personal Data and the means by which you acquired Relevant Personal Data
2.3.3 establish the legal basis for processing under Data Protection Laws, including providing all notices and obtaining all consents as may be required under Data Protection Laws in order for Cloud.IQ to lawfully process Relevant Personal Data as otherwise contemplated by the Agreement .
2.4 Cloud.IQ shall:
2.4.1 process the Relevant Personal Data solely in accordance with the Permitted Purpose, the Data Protection Laws applicable to Cloud.IQ and any other written instructions you give to us that are agreed between the parties from time to time;
2.4.2 ensure that we have appropriate technical and organisational measures in place against unauthorised or unlawful processing of Relevant Personal Data and against accidental loss or destruction of, or damage to, Relevant Personal Data;
2.4.3 notify you without undue delay after discovering any Security Breach; provide full details of the Security Breach and the consequences of the Security Breach; and not make any notifications to any regulatory, supervisory or government body, or to any data subjects about the Security Breach without your prior written consent (not to be unreasonably withheld or delayed);
2.4.4 ensure that only Cloud.IQ Personnel who are strictly required to process Relevant Personal Data have access to it;
2.4.5 take reasonable steps to ensure that Cloud.IQ Personnel who have access to Relevant Personal Data are subject to written (or statutory) obligations to maintain the confidentiality of the Relevant Personal Data;
2.4.6 notify you as soon as reasonably practicable upon receiving any notice, complaint or communication from any regulatory, supervisory or government body which relates to the processing of the Relevant Personal Data and co-operate with and provide commercially reasonable assistance to you in connection with such notice, complaint or communication;
2.4.7 notify you as soon as reasonably practicable if we receive a Request, and provide commercially reasonable assistance to you in connection with such Request and you shall be responsible for any reasonable costs arising from Cloud.IQ's provision of such assistance;
2.4.8 not disclose the Relevant Personal Data to any data subject, or to a third party other than at your request or as expressly provided for in this Schedule 1;
2.4.9 provide such other information and commercially reasonable assistance as you may reasonably require to enable you to comply with your obligations under the Data Protection Laws in respect of Relevant Personal Data.
2.5 We will not transfer Relevant Personal Data outside the Permitted Region without ensuring that there is adequate protection for the Relevant Personal Data in accordance with Data Protection Laws. Such adequate protection may include entering into Standard Contractual Clauses with you and any Sub-Processor.
2.6 If either:
2.6.1 the means by which adequate protection for the transfer is achieved ceases to be valid and no alternative means can be put in place; or
2.6.2 any regulatory, supervisory or government body requires transfers of Personal Data to the country in question to be suspended
you may, at your discretion, require Cloud.IQ to cease the relevant data transfers and to return all Relevant Personal Data to the Permitted Region within a reasonable period.
3. Appointment of subcontractors
3.1 You generally agree that Cloud.IQ may engage a third party including any advisers, contractors, or auditors (such third party referred to in this Schedule 1 as a "Sub-Processor") to process Relevant Personal Data.
3.2 If you request it, Cloud.IQ will inform you of the name, address and role of each Sub-Processor we use to process Relevant Personal Data.
3.3 Where Cloud.IQ engages a new Sub-Processor, Cloud.IQ shall inform you of the engagement by sending an email notification to you. You must promptly notify Cloud.IQ if you object to any new Sub-Processor notified to you on reasonable grounds related to Data Protection Laws, and Cloud.IQ will take such steps as are reasonably necessary to address your concerns.
3.4 Cloud.IQ shall ensure that our contract with each Sub-Processor shall impose obligations on the Sub-Processor that are equivalent to the obligations to which Cloud.IQ is subject to under this Schedule 1.
3.5 Any sub-contracting or transfer of Relevant Personal Data pursuant to this Paragraph 3 shall not relieve Cloud.IQ of any of its liabilities, responsibilities and obligations to you under this Schedule 1 and Cloud.IQ shall remain fully liable for the acts and omissions of our Sub-Processors.
4. Certifications and audits
4.1 As of the date of your Order, Cloud.IQ is certified ISO 27001 compliant and agrees to maintain an information security program that complies with ISO 27001 standard or such other alternative standards as are substantially equivalent to ISO 27001.
4.2 Cloud.IQ uses external auditors to verify the adequacy of its security measures. Each audit:
4.2.1 is conducted annually;
4.2.2 will be performed according to ISO 27001 standards or such other alternative standards that are substantially equivalent to ISO 27001;
4.2.3 will be performed by independent third party security professionals; and
4.2.4 will result in the generation of an audit report ("Report").
4.3 At your written request, Cloud.IQ shall provide you will a copy of the Report on a confidential basis so that you can reasonably verify Cloud.IQ's compliance with its obligations in respect of Relevant Personal Data under the Agreement.
5. Consequences of termination
On termination of the Agreement, Cloud.IQ shall, at your request, promptly return to you in a format reasonably acceptable to us or destroy all Relevant Personal Data securely (regardless of form, and whether computerised or physical) except as required by law or as required in order to defend any actual or possible legal claims.
Annex
(Details of Relevant Personal Data Processed)
1. Purpose of the Processing:
To allow you to use and us to provide the Services
2. Categories of Relevant Personal Data
The categories of Relevant Personal Data which are processed pursuant to the Agreement shall include (but shall not be limited to):
Visitors to your Website:
Email address
First name and surname
Online identifiers (such as IP addresses and data concerning cart interactions)
3. Categories of data subjects
The categories of data subjects whose Relevant Personal Data is processed pursuant to the Agreement shall include (but shall not be limited to):
a) Visitors to your Website
4. Permitted Purpose
The processing activities to be carried out by Cloud.IQ pursuant to the Agreement are as follows:
a) all activities necessary to allow Cloud.IQ to provide Services in accordance with the Agreement.
