All Pages Copyright © 2022, Ask AMA All Rights Reserved.
All Pages Copyright © 2021, Ask AMA All Rights Reserved.WEBSITE TERMS OF SERVICE
1.1. These definitions apply in this Agreement.
Account: the account setup by the Customer at www.ASKAMA.ai to access and use theServices, also referred to as the Customer Profile Account.
Authorised Users: those employees, agents and independent contractors of the Customerwho are authorised by the Customer to use the Services on behalf of the Customer.
Business Day: a day other than a Saturday, Sunday, or public holiday in the Republic of Cypruswhen banks are open for business.
Confidential Information: information that is proprietary or confidential and is either clearlylabelled as such or identified as Confidential Information in clause 16.
Customer Data: any content, materials, data, information, and Material that the Customer orits Authorised Users enter into the Account, to enable the Company to provide the Services,including personal and business data of the Customer. It includes all the relevant informationincluded in a document which is uploaded in the Account by the Customer, which containsinformation and provides access to the Company to specific information about a Customer’sproduct.
Effective Date: the date upon the execution of the Services.
End Users: persons designated by the Customer to use the Services, and the potential
customers of the Customer.
Indemnified Party: the Party (whether the Company or Customer) being indemnified underclause 17, including its employees, directors, agents, and representatives.
Indemnifying Party: the Party (whether the Company or Customer) that is providingindemnification under clause 17.
Normal Business Hours: 8.00 am to 6.00 pm local Cyprus time, each Business Day.
Services: the services provided by the Company to the Customer under the Agreement viawww.ASKAMA.ai (the website), which consists of a business solution whereby the Customer,as a business user, may create an Account in the website, and upload the Customer data. Theuploading of the Customer Data and the relevant execution of integration by the Company,allows the potential customers of the Customer (End users) to click on a link, a widget, or scana QR code and ask questions and receive answers, using natural language, generate leads,actionable intelligence, such as what the target market of the Company is interested in throughkeywords and demographic information. with its designated clients, as End Users. In otherwords, it includes the described interactive feature and the described informational agentservices.
Term: the duration of the Agreement in accordance with the number of conversation credits oftheir choice, which will be seen in their Account, under section ‘Billing’.
Transaction Data: involves the following information, which is collected and produced asfollows. The Customer is provided with a user-friendly interface for managing their Account andCustomer Profile Account, where they can create products, upload or update the documentsfor each product and view their dashboard of metrics. The dashboard interface is where all theinsights, key performance indicators (KPI’s) and user activity metrics are aggregated andplotted, making it effortless for admins and product managers to review.
These Terms (the Agreement) apply in relation to the use of the Services (as defined below) betweenAsk Ama Limited (Company, we, us) and you as the business user of the Services, or the End user,where this exists and applies (Customer, you). The Company and the Customer are together referredto as Parties.
Virus: any thing or device (including any software, code, file or programme) which may:prevent, impair or otherwise adversely affect the operation of any computer software, hardwareor network, any telecommunications service, equipment or network or any other service ordevice; prevent, impair or otherwise adversely affect access to or the operation of anyprogramme 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 theuser experience, including worms, trojan horses, viruses and other similar things or devices.
2. About us
2.1 Company details. Company Registration number HE387850, a company incorporated inCyprus whose registered office is at No. 101, 11 Foivis Street, 3116, Limassol, Cyprus(referred to as “The Company” herein).
2.2 Contact us. To contact us, email us at firstname.lastname@example.org. Our contract with you and applicable terms
4 Entire Agreement
4.1 Other than any terms and policies that we explicitly refer to in these terms to apply in relationto the Service, you agree that no other terms apply or are herein incorporated, either expressor implied by law, trade custom, practice, or course of dealing. You also acknowledge that the
terms form the entire agreement between you and ASK AMA in relation to the Service. Youacknowledge that you have not relied on any statement, promise, representation or warrantythat is not set out in the terms.
5 Terms of the free trial period and refund policy of the Company
Steps for creating the Account for the free trial period:
5.1 When Customers complete the registration page for a new account, they will be able to select the7 day free trial option;
5.2 The Customer is advised that they need to provide their credit card details in order to receive theirfree credits. The credit card will only be activated on purchase at the end of the trial, and Companyconfirms that there will be no charge before then;
5.3 The Customer must tick the check-box that they have read and understood the terms andconditions;
5.4 The free trial will be 25 conversation credits with a maximum limit of 20 questions per conversationcredit, over a maximum of 7 days;
5.5 Following either the utilization of the 25 conversation credits or 7 days, whichever comes first, theCompany switches on the purchase functionality, and this will be a purchase of at least 100 credits;
5.6 Conversation credits will be valid for a year from the date of issue;
5.7 The billing page will be visible and will reflect the pricing tables for the various bundles;
5.8 In addition to offering the free trial, the Company offers the Customer the option to purchase creditsimmediately, bypassing the free trial. By pressing ‘’sign me up now!”, the Company entitles theCustomer to a discount of 20% on their first purchase: the discount translates to an additional 25%of credits based on the bundle that the Customer chooses: 25 credits if they buy 100. 250 credits ifthey buy 1000. 2,500 credits if they buy 10,000;
5.9 If the Customer wishes to change the question limit, they need to send the Company an e-mail email@example.com;
5.10 It is noted that the remaining credits will be adjusted according to the pricing matrix above;depending on the maximum questions limit the Customer wishes to change to and the pricing ofthe bundles at the date of change;
5.11 Future purchases of conversation credit bundles will be priced according to the Customer’s newquestion limit tier. (The billing page will be updated from time to time, to reflect the pricing bundlesfor the question limit tier);
5.12 If the Customer wishes to have different question limits for various campaigns, they can reducethe questions limit by individual campaign but they will be charged for the maximum selectedquestion limit for the conversation credit bundles;
5.13 It is noted that there will be no refunds on any purchase, according to this Agreement.
6 License, Usage Rights and Suspension
6.1 The Company will provide the Services to the Customer in accordance with the terms of theAgreement.
Subject to the terms of the Agreement, the Company grants the Customer a worldwide, limited,non-exclusive, non-transferable right and license during the Term to use the Services for itsbusiness operation, in accordance with this Agreement for the use the Services and permit itsAuthorised Users to access and use the Services.
The Customer must ensure that the Authorised Users comply with all of the Customer’s obligationsunder the Agreement.
Authorised Users will act on behalf of the Customer. The Customer is responsible for the AuthorisedUsers’ acts and omissions as if they were of the Customer’s.
The Customer undertakes that:
6.5.1 OnlythedesignatedAuthorisedUserwillbepermittedtoaccessandusetheServices,unless the right to such access and use has been reassigned in its entirety to anotherindividual Authorised User, in which case the prior Authorised User shall no longerhave any right to access or use the Services and Documentation.
6.5.2 Each Authorised User shall keep a secure password for their use of the Services andeach Authorised User shall keep their password confidential.
6.5.3 To comply with Clause 6.5 and inform the Company of the new designation, where anew Authorised User is designated in the place of an old Authorised User.
Any addition to the number of Authorised Users permitted to use and access the Services shallburden the Customer in accordance with the applicable fees linked to conversational creditspurchased.
The Company may suspend the use of the Services or remove or disable the Account or contentthat the Company reasonably and in good faith believes violates the Agreement. the Company willuse commercially reasonable efforts to notify the Customer prior to any such suspension ordisablement, unless the Company reasonably believes that:
7 Customer’s Use Restrictions
7.1 The Customer shall not access, store, distribute, upload, submit or transmit any Viruses, or any
material during the course of its use of the Services, including the Customer Data, that:
7.1.6 is otherwise illegal or causes damage or injury to any person or property; or7.1.7 infringes the intellectual property rights of any third party; or
7.1.8 in any way contravenes this Agreement.
7.2 The Company reserves the right, without liability or prejudice to its other rights, to disable theAccount or its access to any material that breaches the provisions of this clause.
7.3 The Customer shall not:
7.4 The Customer shall use all reasonable endeavors to prevent any unauthorised access to, or useof, the Services and, in the event of any such unauthorised access or use, promptly notify theCompany.
8 Services and relationship of Customer with End Users
9. Account registration for Customer
10. Data protection
10.1 As part of the Account registration process or for the purpose of entering or performing theAgreement, the Customer may submit personal data of its employees, agents, or independentcontractors acting on behalf of the Customer or Authorised Users. The Company will process
10.3 As part of the Service, the Customer may submit with the Company personal data of End Users(such as their email address). The Customer is responsible to comply with all applicable laws andregulations in relation to privacy and data protection (including the General Data Protection Law(GDPR)). The Company will process such data in accordance with the instructions of theCustomer as long as the instructions comply with the applicable laws and regulations.
10.4 The Company does not process personal data of people under the age of 16. The Customer isresponsible not to share with the Company any personal data of people under the age of 16.
11. Third party providers
12. Company’s obligations
12.1 The Company undertakes that the Services will be performed in accordance with the terms of
this Agreement and with reasonable skill and care.
12.2 The undertaking at clause 12.1. shall not apply to the extent of any non-conformance which is
caused by use of the Services contrary to the Company’s instructions, or modification or alterationof the Services by any party other than the Company or the Company’s duly authorisedcontractors or agents.
12.3 The Company:
12.3.1 does not warrant that:
a) the Customer's use of the Services will be uninterrupted or error-free; or
b) that the Services will meet the Customer's requirements or businessobjectives; or
c) the Services will be free from Viruses.
12.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting fromthe transfer of data over communications networks and facilities, including the internet, andthe Customer acknowledges that the Services may be subject to limitations, delays and otherproblems inherent in the use of such communications facilities.
12.4 The Company warrants that it has and will maintain all necessary licences, consents, andpermissions necessary for the performance of its obligations under the Agreement.
13. Customer Data and Transaction Data Handling
13.2 The Transaction Data will be available in the Customer’s account for as long as their accountis active.
13.3 The Company may retain Transaction Data for as long as it has a business purpose to do so;provided, however, that for any personal data included in the Transaction Data, the Company willtake account of its obligations under the applicable data protection and privacy law.
13.4 The Company has no obligation to protect Customer Data, including personal data, where theCustomer elects to store or transfer such data outside the Services (such as, offline).
14. Customer's obligations14.1 The Customer shall:
14.2 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy andquality of all such Customer Data,
14.3 The Customer shall maintain the security and confidentiality of its passwords, usernames, orany other authentications or codes that it uses to access its Account. The Customer understandsand agrees that it will not hold the Company responsible for the End User using improperly theServices.
14.4 The Customer shall not transmit to the Company or upload to this website any Harmful Codeor use or misappropriate the data on this website. “Harmful Code” shall mean any software(sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “dropdead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionallydesigned to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate orotherwise impede in any manner, any data, storage media, program, system, equipment orcommunication, based on any event, including for example but not limited to (i) exceeding anumber of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv)advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) wouldenable an unauthorized person to cause such result; or (c) would enable an unauthorized personto access another person’s information without such other person’s knowledge and permission.
15. Charges and payment
15.1The Customer shall pay the Company the fees provided in the Account, under section ‘Billing’. TheCustomer will pay the relevant amount which corresponds to the number of conversation credits of theirchoice. The Customer agrees to pay the fees through a payment method acceptable to the Company.Customer hereon agrees to be bound by the terms and conditions of the third party with whom we willcooperate for the execution of payments. The Company will not provide any refunds on any purchase,according to this Agreement.
16. Proprietary rights
16.1The Customer acknowledges and agrees that the Company and/or its licensors own all intellectualproperty rights in the Services. Except as expressly stated herein, this Agreement does not grantthe Customer any rights to, under or in, any patents, copyright, database right, trade secrets, tradenames, trade marks (whether registered or unregistered), or any other rights or licences in respectof the Services.
16.2The Company confirms that it has all the rights in relation to the Services that are necessary togrant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
16.3As between the Company and the Customer, the Customer shall own all right, title and interest inand to all the Customer Data, including the Transaction Data. The
16.4The Customer, at their own discretion, may provide feedback to the Company, concerning thefunctionality and performance of the Services from time to time, including, without limitation,identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”).If the Customer, through their evaluation or otherwise, suggests any Feedback, they automaticallyhereby assign the ownership in all Feedback to the Company. In this event, the ownership in theFeedback cannot be granted to the Company, the Customer grants the Company at no charge, aperpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose,sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. Customeragrees that the Company may disclose that Feedback to any third party in any manner andCustomer agrees that the Company has the ability to sublicense all Feedback in any form to anythird party without restriction.
17.1 Each party may be given access to Confidential Information from the other party in order toperform its obligations under the Agreement. A party's Confidential Information shall not be deemedto include information that:
17.2 Subject to clause 17.4., each party shall hold the other's Confidential Information in confidenceand not make the other's Confidential Information available to any third party, or use the other'sConfidential Information for any purpose other than the implementation of the Agreement.
17.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information towhich it has access is not disclosed or distributed by its employees or agents in violation of theterms of the Agreement.
Company the right to process, transmit, store and disclose the Customer Data in order to provide
Customer hereby grants the
the Services to the Customer.
17.4 A party may disclose Confidential Information to the extent such Confidential Information isrequired to be disclosed by law, by any governmental or other regulatory authority or by a court orother authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so,it gives the other party as much notice of such disclosure as possible and, where notice of disclosureis not prohibited and is given in accordance with this clause 17.4, it takes into account thereasonable requests of the other party in relation to the content of such disclosure.
17.5 The Customer acknowledges that details of the Services, and the results of any performancetests of the Services, constitute the Company’s Confidential Information.
17.6 No party shall make, or permit any person to make, any public announcement concerning theAgreement without the prior written consent of the other parties, except as required by law, anygovernmental or regulatory authority (including, without limitation, any relevant securitiesexchange), any court or other authority of competent jurisdiction. The parties may agree to suchpublic announcement in the Services Form.
17.7 The above provisions of this clause 16 shall survive termination of this Agreement, howeverarising.
18.1 The Company will defend, hold harmless and in accordance with clause 18.4. indemnify theCustomer’s Indemnified Parties from and against, any third-party claim or legal action, or anygovernmental or administrative agency action or proceeding (Claim) to the extent arising from: a)any actual breach by the Company of its confidentiality obligations under the Agreement, and b)any alleged breach of any third-party intellectual property rights occurring from the Customer’slawful and authorised use of the Services under the Agreement.
18.2 In no event shall the Company, its employees, agents and sub-contractors be liable to theCustomer to the extent that the alleged infringement is based on:
18.3 The Customer will defend, hold harmless and in accordance with clause 18.4 indemnify theCompany’s Indemnified Parties from and against any Claim to the extent arising from: a) the use ofthe Services by the Customer or its Authorised Users in violation of the Agreement, and theapplicable laws, b) any breach by the Customer under clause 7, c) any breach of the confidentialityobligations under the Agreement, d) the content of the Customer Data.
18.4 The Parties’ obligations for indemnification are conditioned on:
the Indemnifying Party’s consent after it has accepted defence of such Claim); and (iii) allamounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claimsarising under this clause 18 and settled by the Indemnifying Party or with its approval.
The Indemnifying Party shall not, without the relevant applicable Indemnified Parties’ priorwritten consent, agree to any settlement on behalf of such Indemnified Parties which includeseither the obligation to pay any amounts, or any admissions of liability, whether civil or criminal,on the part of any of the Indemnified Parties.
19. Limitation of liability and disclaimers
19.1 Except as expressly and specifically provided in the Agreement:
Nothing in this Agreement excludes the liability of the Company:
Subject to clause 19.1 and clause 19.2:
the Company shall not be liable whether in tort (including for negligence orbreach of statutory duty), contract, misrepresentation, restitution or otherwisefor any loss of profits, loss of business, depletion of goodwill and/or similarlosses or loss or corruption of data or information, or pure economic loss, orfor any special, indirect or consequential loss, costs, damages, charges orexpenses however arising under the Agreement; and
the Company’s total aggregate liability in contract (including in respect of theindemnity at Clause 18), tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with theperformance or contemplated performance of this Agreement shall be limitedto the fees paid by the Customer during the twelve (12) months immediatelypreceding the date on which the claim arose.
19.5 Regardless of the generality of any other clause in the Agreement, the Company shallnot be liable whatsoever against the End User.
Nothing in this Agreement excludes the liability of the Customer for any breach,infringement or misappropriation of the Company’s intellectual property rights.
20. Term and termination
20.1 This Agreement shall commence on the Effective Date and shall continue for the Term
agreed, unless earlier terminated in accordance with the Agreement.
20.2 Without affecting any other right or remedy available to it, either party may terminatethis Agreement with immediate effect by giving written notice to the other party if:
20.2.1 the other party commits a material breach of any other term of this Agreementand (if such breach is remediable) fails to remedy that breach within a periodof fifteen (15) days after being notified in writing to do so;
20.3 On termination of this Agreement for any reason:
21. Force majeure
The Company shall have no liability to the Customer under this Agreement if it is preventedfrom or delayed in performing its obligations under this Agreement, or from carrying on itsbusiness, by acts, events, omissions or accidents beyond its reasonable control, including,without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforceof the Company or any other party), failure of a utility service or transport or telecommunicationsnetwork, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics,compliance with any law or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors,provided that the Customer is notified of such an event and its expected duration.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties(or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement orby law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrictthe further exercise of that or any other right or remedy. No single or partial exercise of suchright or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
24. Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under thisAgreement are in addition to, and not exclusive of, any rights or remedies provided by law.
28.1 Any notice required to be given under this Agreement shall be in writing and shall bedelivered by hand or sent by pre-paid first-class post or recorded delivery post to theother party at its address set out in this Agreement, or such other address as may havebeen notified by that party for such purposes, or sent by email to the other party's emailaddress as set out in the Services Form.
28.2 A notice delivered by hand shall be deemed to have been received when delivered (orif delivery is not in business hours, at 9 am on the first business day following delivery).A correctly addressed notice sent by pre-paid first-class post or recorded delivery postshall be deemed to have been received at the time at which it would have been deliveredin the normal course of post. A notice sent by email shall be deemed to have beenreceived at the time of transmission.
29. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subjectmatter or formation (including non-contractual disputes or claims) shall be governed by andconstrued in accordance with the law of the Republic of Cyprus.
Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusivejurisdiction to settle any dispute or claim arising out of or in connection with this Agreement orits subject matter or formation (including non-contractual disputes or claims).
Schedule 1: Data Processing Agreement
This Data Processing Agreement ("Agreement") forms part of the Website Terms of Service of ASK
AMA ("Principal Agreement") between
Customer, you as per the principal agreement, [FULL COMPANY NAME] incorporated and registeredin ............., with company number [NUMBER] whose registered office is at [REGISTERED OFFICEADDRESS] and e-mail address is.................... (the “Company”, and the “Data Controller’’)
ASK AMA LIMITED incorporated and registered in the Republic of Cyprus, with company number HE387850 whose registered office is at Foivis 11, Flat/Office 101, 3116-Limassol, Cyprus, and e-mailaddress is firstname.lastname@example.org (the “ASK AMA” , and the “Data Processor”)
(collectively referred to as the “Parties” and individually as the “Party”)
(A) The Company acts as a Data Controller and the other party acts as the Data Processor.
(B) The Company wishes to subcontract certain services, which imply the processing of personaldata, to the Data Processor.
(C) The Parties seek to implement a Data Processing Agreement that complies with the requirementsof the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 ofthe European Parliament and of the Council of 27 April 2016 on the protection of natural persons withregard to the processing of personal data and on the free movement of such data, and repealingDirective 95/46/EC (General Data Protection Regulation).
(D) This Data Processing Agreement represents an addendum to the Data Processor’s Website Termsof Service. Under the European Union General Data Protection Regulation (GDPR), ASK AMA is theProcessor and the Company is the Controller for the processing of Personal Data of EU/EEA residentsby ASK AMA on behalf of the Company.
(F)The Parties wish to lay down their rights and obligations. This Agreement sets out the additionalterms, requirements and conditions on which the Data Processor will process personal data whenproviding services to the Data Controller under the Website Terms of Service of ASK AMA. ThisAgreement contains the mandatory clauses required by Article 28(3) of the retained EU law version ofthe General Data Protection Regulation ((EU) 2016/679) for contracts between controllers andprocessors and the General Data Protection Regulation ((EU) 2016/679).
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms and expressions usedin this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement
1.1.2 "Company Personal Data" means any Personal Data Processed by a Contracted Processor onbehalf of the Company, and more specifically the Personal Data of the prospective customers of theCompany, pursuant to or in connection with the Principal Agreement;
(E)This Data Processing Agreement is an integral part of and is incorporated into the Website Termsof Service of ASK AMA.
1.1.3 "Contracted Processor" means a Subprocessor;
1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data
protection or privacy laws of any other country;
1.1.5 "EEA" means the European Economic Area;
1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domesticlegislation of each Member State and as amended, replaced or superseded from time to time, includingthe EU General Data Protection Regulation 2016/679 (GDPR) and laws implementing or supplementingthe GDPR;
1.1.7 "Data Transfer" means:
18.104.22.168 a transfer of Company Personal Data from the Company to a Contracted Processor; or22.214.171.124 an onward transfer of Company Personal Data from a Contracted Processor to aSubcontracted Processor, or between two establishments of a Contracted Processor, in each case,where such transfer would be prohibited by Data Protection Laws (or by the terms of data transferagreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 "Services" means the services the Data Processor provides to the Company, as per theWebsite Terms of Service of ASK AMA.
1.1.10 "Subprocessor" means any person appointed by or on behalf of the Data Processor toprocess Personal Data on behalf of the Company in connection with the Agreement.
1.2 The terms, "Commission", "Controller", "Processor", "Data Subject", "Member State","Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have thesame meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Company Personal Data
3. Processor Personnel
3.1 The Data Processor shall take reasonable steps to ensure the reliability of any employee, agentor contractor of any Contracted Processor who may have access to the Company PersonalData, ensuring in each case that access is strictly limited to those individuals who need to know/ access the relevant Company Personal Data, as strictly necessary for the purposes of thePrincipal Agreement, and to comply with Applicable Laws in the context of that individual'sduties to the Contracted Processor, ensuring that all such individuals are subject toconfidentiality undertakings or professional or statutory obligations of confidentiality.
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, contextand purposes of processing as well as the risk of varying likelihood and severity for the rights andfreedoms of Data Subjects, the Processor shall implement appropriate technical and organizationalmeasures to ensure a level of security appropriate to the risk, including inter alia as appropriate, themeasures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, the Data Processor shall consider in particular therisks that are presented by processing, in particular from a Data Breach, an accidental or an unlawfuldestruction, loss, alteration, unauthorized disclosure of, or access to the Data transmitted, stored orotherwise processed.
5.1 The Data Processor shall not appoint (or disclose any Company Personal Data to) any
Subprocessor without prior specific or general written authorization of the Data Controller.
5.3 Where the Data Processor engages a Sub-Processor for carrying out specific processingactivities on behalf of the Data Controller, the same data protection obligations as set forth in thisAgreement, shall be imposed on that other Sub-Processor by way of a contract or other legalmechanisms to provide sufficient guarantees by the Sub-Processor, that it will implement appropriatetechnical and organizational measures in such a manner that the processing will meet the
3.2 The Processor shall take steps to ensure that any person acting under the authority of theProcessor who has access to the Personal Data does not process them except on instructionsfrom the Data Controller.
5.2 In the case of general written authorization, the Data Processor shall inform the Data Controllerof any intended changes concerning the addition or replacement of other Sub-Processors, therebygiving the Data Controller the opportunity to object to such changes. The Controller may object to suchchanges in writing within fifteen (15) days from receipt of the notice on changes.
requirements of the applicable laws, and regulations. Where any Sub-Processor fails to fulfil its dataprotection obligations, the Data Processor shall remain fully liable to the Data Controller for theperformance of that Sub-Processor’s obligations.
6. Data Subject Rights
6.1 Taking into account the nature of the processing, the Data Processor shall assist the DataController by appropriate technical and organizational measures, insofar as this is possible, forthe fulfilment of the Data Controller’s obligations, to respond to requests to exercise Data Subject rightsunder the GDPR.
6.2 The Data Processor shall:
• Promptly notify the Data Controller if the Data Processor or a Sub-Processor receivesa request from a Data Subject under GDPR or other applicable law, or regulation in
respect of the Personal Data; and
• Ensure that the Data Processor or such Sub-Processor do not respond to that
request except on the documented instructions of the Data Controller or as requiredby applicable laws to which the Data Processor or Sub-Processor is subject, in whichcase the Data Processor shall to the extent permitted by applicable laws inform theData Controller of that legal requirement before the Data Processor or Sub-Processorrespond to the request.
7. Personal Data Breach
7.1 The Data Processor shall notify Company without undue delay upon the Data Processor becomingaware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficientinformation to allow the Company to meet any obligations to report or inform Data Subjects of thePersonal Data Breach under the Data Protection Laws.
7.2 The Data Processor shall co-operate with the Company and take reasonable commercial steps asare directed by Company to assist in the investigation, mitigation and remediation of each such PersonalData Breach.
8. Data Protection Impact Assessment and Prior Consultation
The Data Processor shall provide reasonable assistance to the Company with any data protectionimpact assessments, and prior consultations with Supervising Authorities or other competent dataprivacy authorities, which Company reasonably considers to be required by Articles 35 or 36 of theGDPR or equivalent provisions of any other Data Protection Law, GDPR, in each case solely in relationto Processing of Company Personal Data by, and taking into account the nature of the Processing andinformation available to, the Contracted Processors.
9. Deletion or return of Company Personal Data
9.1 Subject to Clauses 9.2 and 9.3 the Processor and each Sub-Processor, if any, shall promptly andin any event within thirty (30) days of the date of cessation of any services involving the processing ofthe Personal Data (the “Cessation Date“), delete and procure the deletion of all copies of the PersonalData.
9.2 Subject to Clause 9.3, the Data Controller may in its absolute discretion by written notice to theData Processor within seven (7) days of the Cessation Date require Data Processor and each Sub-Processor, if any, to return a complete copy of all Personal Data to the Data Controller by secure filetransfer in such format as is reasonably notified by the Data Controller to the Data Processor; and
9.3 The Data Processor may retain the Personal Data to the extent required by applicable laws andonly to the extent and for such period as required by applicable laws and always provided that the DataProcessor ensures the confidentiality of all such Personal Data and ensures that such Personal Data isonly processed as necessary for the purpose(s) specified in the applicable laws requiring its storageand for no other purpose.
9.4 The Data Processor shall provide written certification to the Data Controller that the DataProcessor has fully complied with this Clause 9 within sixty (60) days of the Cessation Date.
10. Audit rights
10.1 Subject to this Clause 10, the Data Processor shall make available to the Company on request allinformation necessary to demonstrate compliance with this Agreement, and shall allow for andcontribute to audits, including inspections, by the Company or an auditor mandated by the Company inrelation to the Processing of the Company Personal Data by the Contracted Processors. The DataController shall pay for the costs of any such audit.
10.2 Information and audit rights of the Company only arise under Clause 10.1 to the extent that theAgreement does not otherwise give them information and audit rights meeting the relevant requirementsof Data Protection Law.
11. Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/orthe European Economic Area (EEA) without the prior written consent of the Company. If personal dataprocessed under this Agreement is transferred from a country within the EEA to a country outside theEuropean Economic Area, the Parties shall ensure that the personal data are adequately protected. Toachieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractualclauses for the transfer of Personal Data.
limited to, providing any required notices and obtaining any required consents, and for the writtenprocessing instructions it gives to the Provider.
12.4The Company warrants, represents and guarantees that it has obtained all the required andrelevant explicit consents from their users of their website and/or their prospective customers asper the Data Protection Legislation, for the processing of their Personal Data.
13.Term and termination
13.1 This Agreement will remain in full force and effect so long as:
14.1The Data Processor agrees to indemnify, keep indemnified and defend at its own expense theData Controller against all costs, claims, damages or expenses incurred by the Data Processor orfor which the Data Processor may become liable due to any failure by the Data Processor or itsemployees, subcontractors or agents to comply with any of its obligations under this Agreementand/or the Data Protection Legislation.
14.2The Data Controller agrees to indemnify, keep indemnified and defend at its own expense theData Processor against all costs, claims, damages or expenses incurred by the Data Controller orfor which the Data Controller may become liable due to any failure by the Data Controller or itsemployees, subcontractors or agents to comply with any of its obligations under this Agreementand/or the Data Protection Legislation.
14.3Any limitation of liability set forth in the Principal Agreement will not apply to this Agreement'sindemnity or reimbursement obligations.
15.1 Except to the extent required by law or any legal or regulatory authority of competent jurisdiction:
16. Assignment and other dealings
16.1 No party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or
deal in any other manner with any or all of his rights and obligations under this Agreement.
16.2 Each party confirms that they are acting on their own behalf and not for the benefit of anyother person.
17. Entire agreement
17.1 This Agreement constitutes the entire agreement between the parties and supersedes andextinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises,assurances, warranties, representations, arrangements and understandings between them, whetherwritten or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into this agreement they do not rely on, and shallhave no remedies in respect of, any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in this Agreement.
18. Variation and waiver
18.1 No variation of this agreement shall be effective unless it is in writing and signed by or on behalfof each party for the time being.
18.2 A waiver of any right or remedy under this agreement or by law is only effective if it is given inwriting and is signed by the party waiving such right or remedy. Any such waiver shall apply only to thecircumstances for which it is given and shall not be deemed a waiver of any subsequent breach ordefault.
18.3 A failure or delay by any party to exercise any right or remedy provided under this agreement orby law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrictany further exercise of that or any other right or remedy.
19. No partnership or agency
19.1Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or jointventure between the parties or constitute any party the agent of another party.
20.1 All notices and communications given under this Agreement must be in writing and will bedelivered personally, sent by post or sent by email to the address or email address set out in theheading of this Agreement at such other address as notified from time to time by the Parties changingaddress.
20.2 This Clause 20 does not apply to the service of any proceedings or other documents in any legalaction.
21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal orunenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legaland enforceable. If such modification is not possible, the relevant provision or part-provision shall bedeemed deleted. Any modification to or deletion of a provision or part-provision under this clause shallnot affect the validity and enforceability of the rest of this Agreement.
22. Force majeure
22.1 In case a party in this agreement is prevented, hindered or delayed in or from performing any ofits obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Partyshall not be in breach of this agreement or otherwise liable for any such failure or delay in theperformance of such obligations. The time for performance of such obligations shall be extendedaccordingly.
22.2 Force Majeure Event means any circumstance not within a party's reasonable control including,without limitation:
12.4.1acts of God, flood, drought, earthquake or other natural disaster;
12.4.2epidemic or pandemic;
12.4.3terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war,armed conflict, imposition of sanctions, embargo, or breaking off of diplomaticrelations;
12.4.4nuclear, chemical or biological contamination or sonic boom;
12.4.5any law or any action taken by a government or public authority, including withoutlimitation imposing an export or import restriction, quota or prohibition, or failing togrant a necessary licence or consent;
12.4.6collapse of buildings, fire, explosion or accident;
12.4.7any labour or trade dispute, strikes, industrial action or lockouts;
12.4.8any other event or circumstances that would have prevented any reasonable partyfrom performing their obligations.
23. Governing law and jurisdiction
23.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matteror formation (including non-contractual disputes or claims) shall be governed by and construed inaccordance with the laws of the Republic of Cyprus.
23.2 Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusivejurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or itssubject matter or formation (including non-contractual disputes or claims).
Please read these terms of service very carefully before using or registering for the ASK AMA application.
These terms of service (“Agreement”) govern you making the ASK AMA conversational agent service (“Service”) available to anyone via your own website, printed publication, GPS marker or any other conduit. This Agreement between you (“you”) and ASK AMA (“we, us”), is subject to change by us as described below. By accessing the Service, you (i) accept this Agreement; (ii) agree to be bound by these terms and conditions; and (iii) have entered into a binding agreement between you and us.