RAPID RTC™ Terms of Use

In this agreement “you”, “you’re” or “your”, as used in these Terms of Use, shall mean and include the subject dealer or manufacturer.

Welcome to the RAPID RTC Lead Manager™ and RAPID RTC Chat™ Terms of Use Agreement (the “Terms of Use”). The Terms of Use contain the terms and conditions under which DMT DEVELOPMENT SYSTEMS (UK) Limited, a company incorporated and registered in England and Wales with company number 8913136 and with its registered office at Ocean House, The Ring, Bracknell, RG12 1AX, carrying on business as RAPID RTC (“RAPID RTC”), offers its online programs and services and the terms and conditions under which you and your employees, representatives and agents, may access and use the RAPID RTC Lead Manager™ and RAPID RTC Chat™ web services, software and platform (the “Services”) on RAPID RTC’s website or the website of a dealer or manufacturer through which the Services may be accessed or used (the “Website”). IT IS IMPORTANT THAT YOU READ ALL OF THE TERMS AND CONDITIONS CAREFULLY. Use of the Services constitutes your agreement to and consent to be bound by these Terms of Use. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF THE SERVICES, YOU MUST DISCONTINUE USING THEM.


The Services are for dealers and manufacturers and the authorised employees, representatives and agents of dealers and manufacturers as well as for end users and customers including those who interact with any of the foregoing persons by email, text or chat communications in the course of using the Services.


The Services may include some of (but not be limited to) the following:

Easy to use, web-based first responder tool for triaging incoming internet leads;

Premium, dealer branded email response templates, and the ability to Attach/Embed corporate and/or dealer ‘clippings’;

Standard access to web-based service via desktop/laptop PC, with the capability for mobile access via smartphone;

A complete, easy-to-use administration module which provides detailed, ‘dashboard’ style response metrics;

The ability to provide an after-hours auto response;

Chat software for digitally engaging internet leads who request this method of communication; and

Real-time two-way conversation between an online shopper and an online dealership.

These Terms of Use shall include and govern all Services presently available or that are hereafter offered from time to time by RAPID RTC.

RAPID RTC reserves the right to add, delete and/or modify any of the terms and conditions contained in these Terms of Use, at any time and in its sole discretion, by posting a change notice or a new agreement through the Services. If any modification is unacceptable to you, your only recourse is to not use the Services. Your continued use of the Services following posting of a change notice or new agreement through the Services will constitute binding acceptance of the changes. You should visit these Terms of Use periodically to review the terms and conditions.


1.01 Granting of License. For payment of the fees and other good and valuable consideration, whether specified on the Website or pursuant to the other agreements between RAPID RTC and the subject dealer or manufacturer referred to in Section 7.06 hereof, RAPID RTC grants to the subject dealer or manufacturer, its Representatives and customers, including those who interact with any of the foregoing persons by email, text or chat communications in the course of using the Services (the “Users” and, individually, a “User”), a limited non-exclusive and non-transferable right to access and use the Services and any and all content made available through the Services (the “Content”) in the member countries of the European Union only and in accordance with the specific limitations set forth in these Terms of Use. Nothing contained in the Services or herein shall be construed as granting you any license or right to use any trademark, logo or design of RAPID RTC or any third-party, without the written permission of RAPID RTC or the respective owner of any third-party trademark. By the order or subscription for the Services, the subject dealer or manufacturer, accepts the license and agrees to use the Services and the Content only as described in these Terms of Use.

1.02 Access. RAPID RTC shall provide access to the User to use the operations and intellectual property of the Services and the Content for the purposes described in these Terms of Use. These Terms and Conditions shall apply to any and all Users that the dealer or manufacturer authorises for access and use of the Services regardless of whether such User logs in to a console or accesses a web version of the Services. All such persons shall be jointly and severally responsible for compliance with these Terms and Conditions.

1.03 Registration. To use certain features of the Services, you may be asked to register with RAPID RTC. You agree to (i) provide true, accurate, current and complete information about yourself as prompted by any registration form and (ii) maintain and promptly update the information you provide to keep it true, accurate, current and complete. If RAPID RTC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RAPID RTC has the right to suspend or terminate your access to and use of the Services or any portion thereof. RAPID RTC’s use of any personally identifying information you provide as part of the registration process is governed by the terms of RAPID RTC’s Privacy Policy. A copy of this policy is available at RAPID RTC’s website.

1.04 Passwords. To use certain features of the Services, you may also need a username and password which you will receive through the Services registration process. You are responsible for maintaining the confidentiality of the password and account. You agree to notify RAPID RTC immediately of any unauthorised use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. RAPID RTC will not be liable for any loss or damage arising from RAPID RTC’s failure or your failure to protect your password or account information. Furthermore, you may be liable for any and all damages suffered by RAPID RTC relating to your failure to protect your password including but not limited to, business loss due to a competitor of RAPID RTC accessing the Services.

1.05 Limited Licenses. RAPID RTC grants the User no other license or grant, whatsoever, by estoppel, implication or otherwise, except for licenses and rights expressly granted in this Article One.


2.01 Confidential Information. By virtue of these Terms of Use, the User may have access to information that is confidential (“Confidential Information”). Confidential Information shall include but not be limited to the software and the related technology which comprise the Services and Content, the performance and operation of technologies forming part thereof, algorithms, formulae, methods, know-how, processes, designs, new products, developmental work, prospective User or client names, the terms and pricing under these Terms of Use, and any data relating to the User or the User’s employer, and all information clearly identified in writing at the time of disclosure as “confidential”.

2.02 Use of Services for Intended Purpose Only. You shall use the Services and Content for its intended purpose only. You will ensure that the Services and Content is not copied in whole or in part for any purpose or sold, rented or loaned to anyone who is not a User. You shall take all reasonable steps to prohibit the reverse engineering, disassembly, or modification of the RAPID RTC Services or Content and its parts by Users, third parties, or others, and agree to be held liable for any damages suffered by RAPID RTC where the act or omission of you has permitted the reverse engineering, disassembly, or modification of the RAPID RTC Services and Content or its parts by you, third parties, or others. You shall not attempt to discover the code or structural framework of the RAPID RTC Services or Content, or create similar or derivative works based on the RAPID RTC Services or Content.

You agree to hold the Confidential Information in strict confidence and this obligation shall survive the discontinuance of the use of the Services and Content. You agree not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than the implementation of these Terms of Use, with the exception that you may disclose Confidential Information if required by any judicial or governmental request, requirement or order pursuant to any law or regulation or rules or regulations of any governmental agency; provided, that you will promptly notify RAPID RTC of such request and co-operate with RAPID RTC in its efforts to contest such request, requirement or order or to obtain confidential treatment of such Confidential Information. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of these Terms of Use. A party may disclose these Terms of Use and/or the transactions contemplated hereby (i) to the extent that such party, after consultation with outside legal counsel, determines that such disclosure is statutorily required, or (ii) on a “need-to-know” basis to legal counsel, accountants and banks provided all reasonable precautions are taken to ensure that such recipients retain such disclosure on a confidential basis.

You, from time to time, may request assistance from RAPID RTC in accessing, acquiring, posting, and processing lead or other information on their behalf. In the event that RAPID RTC is granted permission from you to access lead information on their behalf but through this access, RAPID RTC has access to other non-lead information which may be confidential, RAPID RTC will use all reasonable efforts to maintain ALL information, regardless of classification, in confidence and shall use the information for the sole purpose of processing leads for the intended purpose. At any time, you have the sole right to deny or revoke permission for RAPID RTC to access lead information on their behalf without any recourse from RAPID RTC whatsoever provided you notify RAPID RTC in advance in accordance with the notice provisions contained in these Terms of Use.

2.03 Submissions. Notwithstanding the foregoing or anything to the contrary otherwise contained herein, you acknowledge that you may send email (post email messages), engage in digital chat (post chat messages), post content to interact with other users and to upload files, documents or other materials (a “Submission”). It is a condition of using any of the features of the Services which allow the Licensee to interact, post, upload or make a Submission that you observe the rules of etiquette and that in no event shall you: (i) restrict or inhibit any other user from using and enjoying the Services, interfere or attempt to interfere with the proper workings of the Services or do anything which in the sole discretion of RAPID RTC imposes an unreasonable or disproportionately large load on the infrastructure by which the Services are accessed; (ii) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any Submission constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any statute, law or regulation; (iii) post or transmit any Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder; (iv) post or transmit any Submission that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner or provides instructional information about illegal activities; (v) post or submit any Submission which solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (vi) post or transmit any Submission which contains a virus or other harmful component, or provides or creates computer viruses; (vii) post or transmit junk mail, chain letters, unsolicited mass mailing or spam; or (viii) use the Services for posting, uploading or transmitting any Submission which involve contests, sweepstakes, barter, advertising, and/or pyramid schemes. You acknowledge and agree that you are entirely responsible for all Submissions and the content thereof that you upload, post, or otherwise transmit using the Services. Further, you acknowledge that you may be exposed to Content that you find offensive, indecent or objectionable notwithstanding the foregoing. Under no circumstances shall RAPID RTC be responsible or liable for the content of the Submissions or for any loss or damage of any kind incurred as a result thereof.

Further, communications or Submissions among Users by making use of the Services, including, without limitation, payments, delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Users. RAPID RTC is not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings.

Finally, and notwithstanding anything to the contrary otherwise contained herein, by posting or uploading a Submission through the Services, you grant RAPID RTC a royalty-free perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to: (i) use, reproduce, store, adapt, translate, modify, make derivative works from, transmit, distribute, publicly perform or display such Submission for any purpose; and (ii) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights. In addition to the grant of the above license, you hereby (i) agree to waive all moral rights in any Submission in favour of RAPID RTC; (ii) consent to your personal information, including without limitation, your name appearing as the contributor of any Submission, where applicable, and to the disclosure and/ or display of such information and any other information which appears in or is associated with the Submission (iii) acknowledge and agree that RAPID RTC is not responsible for any loss, damage, or corruption that may occur to any Submission; and (iv) acknowledge and agree that any Submission the Licensee provides using the Services will be considered non-confidential.

2.04 RAPID RTC Access, Control and Monitoring of the Services. RAPID RTC has the right to access the RAPID RTC Services and Content at any time to maintain its effective operation, to provide upgrades to the software or other system components and to review the User’s use of the RAPID RTC Services and Content. RAPID RTC reserves the right, but does not assume the responsibility or obligation, to monitor, view and audit transactions and communications (inbound and outbound, including digital chats, leads and responses to leads) that occur, in the sole and absolute discretion of RAPID RTC in order to manage the Services and for such other purpose as RAPID RTC shall deem necessary or advisable. If RAPID RTC determines, in its sole and absolute discretion, that a User has breached or will breach a term or condition of these Terms of Use or that such transaction or communication is inappropriate, RAPID RTC may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to the User or any third party. Further, in such event, RAPID RTC may, in its sole and absolute discretion, immediately terminate this Terms of Use Agreement by providing notice to the User.

2.05 Industry Analysis. RAPID RTC reserves the non-expiring right to use the textual and numerical statistical portion of all data in RAPID RTC Services and Content at any time to conduct analysis for industry trends as long as the data is not singularly isolated and labeled as the User’s data. In the event that the User’s data is identified as a contributing statistical source, a minimum of two additional sources of data will be combined in the analysis so the User’s data remains unknown.

2.06 Prohibiting Access. RAPID RTC and the User agree that the RAPID RTC Services are of special and unique value, and not easily compensated for in the event the User breaches this Terms of Use Agreement. For that reason, RAPID RTC and the User agree that RAPID RTC may be entitled to use legal means such as an injunction to stop the prohibited use of the RAPID RTC Services and Content by the User or others for whom the User is responsible at law.


2.07 Data Processing Agreement. RAPID RTC and the User agree that RAPID RTC is the data processor and the User is the data controller, and that each of RAPID RTC and the User’s obligations regarding the processing of personal data is regulated by the data processor agreement attached as Appendix A. By accepting these Terms of Use, you also accept the data processor agreement.


3.01 Ownership. You agree that ownership of the Services and Content including all copyrights, patent rights, trade-marks, trade secrets or other intellectual property rights in them shall be and remain the property of RAPID RTC and are protected under English and foreign intellectual property or other laws. You shall abide by any and all trade-mark and copyright notices, patent protections, information and restrictions on or contained in any of the content accessed through the Services. ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION OR OTHER EXPLOITATION OF THE SERVICES OR OF ANY CONTENT, WHETHER IN WHOLE OR IN PART, OTHER THAN EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT THE EXPRESS WRITTEN PERMISSION OF RAPID RTC PROVIDED IN ADVANCE.

For purposes of greater clarity, except to the extent expressly permitted in these Terms of Use, you may not:

(i) use, reproduce, modify, adapt, translate, upload, download or transmit any aspect of the Services or Content in whole or in part to any third party without first obtaining consent of RAPID RTC to be evidenced by an executed agreement in writing;

(ii) sell, lend, pledge, rent, lease, license, transfer, convey or otherwise provide access to the Content or Services to any third party without first obtaining consent of RAPID RTC to be evidenced by an executed agreement in writing;

(iii) alter, remove or cover any trademarks, proprietary or confidential notices included in the Content or Services; and/or

(iv) decompile, disassemble, decrypt, extract or reverse engineer the Content or Services, or assist or permit others in doing so.

Nothing contained in the Content or Services shall be construed as granting you any right, title, interest or other license in, including, but not limited to, any intellectual property rights in any Content or Services, including software that is embedded or integrated into the Services.

3.02 Third-party Trademarks. Names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Services may constitute registered or unregistered trademarks of third parties. While certain trademarks of third parties may be used by RAPID RTC under license, such use should not be taken to imply any relationship of license between RAPID RTC and the owner of said trademark or to imply that RAPID RTC endorses the wares, services or business of the owner of said trademark.




4.01 Limited Warranty. RAPID RTC does not warrant that the Services will be free from defects, viruses or other functional deficiencies or harmful components, that the operation of the Services will be uninterrupted or error free, that any defects or errors in the Services will be corrected, or that communications to or from the Services will be secure and not intercepted or incorrectly forwarded or distributed. While RAPID RTC will take reasonable measures to ensure that User data is stored safely and backed up, RAPID RTC is not responsible for lost or corrupted data files. BY USING THESE SERVICES YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK.

The Services may contain links to third-party websites. Such links are provided solely as a convenience to you and not as an endorsement by RAPID RTC of the contents of such third-party websites. Further, RAPID RTC is NOT responsible for the content of any third-party websites including, without limitation, (i) any representation or warranty regarding the legality, accuracy, reliability, completeness, timeliness or suitability of any content on any third-party websites; (ii) any representation or warranty regarding the merchantability or fitness for a particular purpose of any material, content, software, goods or services located at or made available through such third-party websites; or (iii) any representation or warranty that the operation of the third-party websites will be uninterrupted or error free, that defects or errors in such third-party websites will be corrected or that such third-party websites will be free from viruses or other harmful components.

4.02 Internet and Equipment. Since the User’s computer equipment and the general reliability and performance of the Internet is outside the control of RAPID RTC, RAPID RTC does not warrant User performance will achieve expected or implied levels.

4.03 Security. The information sent or received over the Internet, including, without limitation, email, digital chat, the posting of content and any other Submission is generally unsecure and RAPID RTC does not make any representation or warranty concerning the security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information. RAPID RTC does not warrant that communications or Submissions to or from a Website or using the Services will be secure, free from interception or correctly forwarded or distributed.

4.04 Privacy Policy of the User. You are responsible for maintaining a current privacy policy and safeguards including but not limited to items that address data use, data collection, data storage, cookies, confidentiality, and monitoring when it engages third party users through the Services for digital chat or otherwise to ensure compliance with Directive 95/46/EC on data protection and Directive 2002/58/EC on privacy and electronic communications as transposed into the national law of the subject dealer or manufacturer and as from time to time amended/extended or re-enacted. You shall ensure that its most current privacy policy will be accessible from its dealership Website and that its policy will satisfy all current laws and legislation in its jurisdiction.

4.05 Limitation of our liability. Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Services or any Content may available through the Services, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use, the Services;

use of or reliance on any Content made available through the Services;

loss of profits, sales, business, or revenue;

business interruption;

loss of anticipated savings;

loss of business opportunity, goodwill or reputation; or;

any indirect or consequential loss or damage

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any Content.

4.06 Indemnity for 3rd Party Leads. You hereby agree that if any leads or information collected by third parties are input into the Services or the Website you will indemnify and hold harmless RAPID RTC from any claims, loss or damages related to such leads or information.



5.01 Term and termination. The license granted to you by these Terms of Use may be terminated by RAPID RTC upon written notice if you breach a material term of these Terms of Use and fail to correct the breach within 10 days following written notice from the other specifying the breach. Notwithstanding the foregoing, the Licensee’s breach of any of the provisions or sections contained in Articles One, Two or Three shall constitute a non-curable breach of these Terms of Use, and RAPID RTC may terminate these Terms of Use forthwith on notice to you. This license may also be terminated by either party upon providing 30 days’ written notice to the other party.

5.02 Duties in the Event of Termination. In the case of termination, and unless otherwise agreed to in writing, the User will immediately stop using the RAPID RTC Services and Content. RAPID RTC will terminate access to the Services.


6.01 Maintenance Outages. RAPID RTC reserves the right, as reasonably necessary or convenient, either for RAPID RTC’s own purposes or to improve the quality of any of the components comprising the Services and Content which are the subject of this license, to change rules of operation for the technologies therein comprised, system interfaces, utilities, operating and other systems and software, and to implement enhancements, amendments or updates thereto. To minimize the effect of service outages on the User, RAPID RTC will schedule times during which the Services will be unavailable to Users due to RAPID RTC maintenance.



7.01 Survival. These Terms and Conditions will survive termination of the agreement arising out of these Terms of Use or discontinuance of the use of the Services howsoever caused or arising.

7.02 Jurisdiction. These terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. The parties agree to the exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, this clause shall not be construed to limit or preclude RAPID RTC from bringing any action in a court or competent jurisdiction where the manufacturer or dealership is located.

7.03 Indemnification. Each dealer or manufacturer, jointly and severally , agrees to indemnify RAPID RTC and its Shareholders, officers, directors employees, agents and representatives from all third party claims, liability, damages and/or costs (including, but not limited to, reasonable legal fees and expenses on a solicitor and own client basis) arising from (a) any Submission posted, transmitted or made available by such User through the use of the Services, (b) improper use of the Services by such User or (c) the violation of these Terms of Use by such User (including, with respect to (a) through (c), any User that is a Representative of such dealer or manufacturer).

7.04 Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or any portion thereof, to be unenforceable, the remainder of the Agreement will continue in full force and effect. Failure by any party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.

7.05 Modification and Waiver. No modification to the Agreement, nor any waiver of any rights, will be effective unless consented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

7.06 Other Agreements. These Terms of Use, together with any End User License Agreements and General Information Technology Agreement, and the recitals contained in any preamble hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter thereof.

7.07 Notice Provision. Any such notices contemplated herein shall be delivered electronically to the email address provided upon order or registration. Should a User wish to change his or its email address on an email account the User is responsible for notifying RAPID RTC. Otherwise, RAPID RTC’s obligation to notify a User is to send the notification to the email account on file, even if RAPID RTC should have notice that the email account is inactive or closed. In this regard, any notice given by RAPID RTC to a subject dealer or manufacturer shall be in turn be provided by such dealer or manufacturer to the Representatives of such dealer or manufacturer. Accordingly, notice given by RAPID RTC to a subject dealer or manufacturer shall be deemed notice to such person’s Representatives.

7.08 Assignment. You may not assign or transfer any right, obligation, interest or benefit under these Terms of Use.

7.09 Third party rights. For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms of Use are not intended to and do not give any person who is not a party to it any right to enforce any of its provisions.

7.10 Authorisation. If you are accepting these Terms of Use on behalf of the dealer or manufacturer, you represent and warrant that you have full legal authority to bind the subject dealer or manufacturer.



Appendix A

Data Processor Agreement


1.01 This agreement regarding processing of personal data (the “Data Processor Agreement”) regulates DMT Development Systems (UK) Limited, a private limited company incorporated and registered in England and Wales with company number 8913136 and with its registered office at Ocean House, The Ring, Bracknell, RG12 1AX, UK (the “Data Processor”) processing of personal data on behalf of the customer (the “Data Controller”) and is attached as appendix A to the Order Form (the “Main Agreement”), in which the parties have agreed the terms for the Data Processor’s delivery of services to the Data Controller (the “Services”).


2.01 The Data Processor Agreement shall ensure that the Data Processor complies with the applicable data protection and privacy legislation (the “Applicable Law”), including the European Parliament and the Council’s Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data that entered into force on 24 May 2016 and will be applicable on 25 May 2018 (“GDPR”).


3.01 In connection with the Data Processor’s delivery of the Services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s personal data on behalf of the Data Controller.

3.02 “Personal data” include any information relating to an identified of identifiable natural person as defined in GDPR, article 4 (1) (1) (the “Personal Data”). The categories and types of Personal Data processed by the Data Processor on behalf of the Data Controller are listed in sub-appendix A. The Data Processor only performs processing activities that are necessary and relevant to perform the Services. The parties shall update sub-appendix A whenever changes occur that necessitates an update.

3.03 The Data Processor processes personal data about the Data Controller’s customers (“Customers”) and the Data Controller’s employees (“End-users”) in connection with the Data Processor’s sale, marketing and product development.


4.01 The Data Processor may only act and process the Personal Data in accordance with the Main Agreement.

4.02 The Data Controller guarantees that the Personal Data transferred to the Data Processor is processed by the Data Controller in accordance with the Applicable Law, including the legislative requirements related to the lawfulness of processing.


5.01 The Data Processor shall treat all the Personal Data as confidential information. The Personal Data may not be copied, transferred or otherwise processed in conflict with the Main Agreement.

5.02 The Data Processor shall implement the appropriate technical and organization measures as set out in this Agreement and in the Applicable Law, including accordance with GDPR, article 32.

5.03 The Data Processor shall also ensure that the Data Processor’s employees working processing the Personal Data only processes the Personal Data in accordance with the Main Agreement.

5.04 Rights of the Data Subjects

(i) The Data Controller will have the ability to access, correct and delete Personal Data without assistance from the Data Processor. The Data Controller will be responsible for responding to and ensuring compliance with and access, connection or deletion request the Data Controller receives.

(ii) If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.

(iii) If the Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly.

5.05 The Data Processor shall promptly give notice to the Data Controller if a breach of the data security occurs which is likely to lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, personal data transmitted, stored or otherwise processed re the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”).

5.06 Any transfer of the Personal Data to any third countries or international organizations shall only be done to the extent such transfer is permitted and done in accordance with the Applicable Law.


6.01 The Data Processor is given general authorization to engage third-parties to process the Personal Data (“Sub-Processors”) without obtaining any further written, specific authorization from the Data Controller, provided that the Data Processor notifies the Data Controller in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data. If the Data Controller wish to object to the relevant Sub- Processor, the Data Controller shall give notice hereof in writing within seven (7) calendar days from receiving the notification from the Data Processor. Absence of any objections from the Data Controller shall be deemed a consent to the relevant Sub-Processor.

6.02 The Data Processor shall conclude a written sub-processor agreement with any Sub-Processors. Such an agreement shall at minimum provide the same data protection obligations as the ones applicable to the Data Processor, including the obligations under this Data Processor Agreement. The Data Processor shall on an ongoing basis monitor and control its Sub- Processors’ compliance with the Applicable Law. Documentation of such monitoring and control shall be provided to the Data Controller if so requested in writing.

6.03 The Data Processor is accountable to the Data Controller for any Sub-Processor in the same way as for its own actions and omissions.

6.04 The Data Processor is at the time of entering into this Data Processor Agreement using the Sub- Processors listed in sub-appendix B. If the Data Processor initiates sub-processing with a new Sub-Processor, such new Sub-Processor shall be added to the list in sub-appendix B under paragraph 2.


7.01 Each party’s cumulated liability under this Data Processor Agreement is limited to the payments made under the Main Agreement in the 12 months before the occurrence of the circumstances leading to a breach of contract. If the Data Processor Agreement has not been in force for 12 months before the occurrence of the circumstances leading to a breach of contract, the limited liability amount shall be calculated proportionately based on the actual performed payments.

7.02 The limitation of liability does not apply to the following:

(i) Losses as a consequence of the other party’s gross negligence or willful misconduct.

(ii) A party’s expenses and resources used to perform the other party’s obligations, including payment obligations, towards a relevant data protection agency or any other authority.


8.01 The Data Processor Agreement shall remain in force until the Main Agreement is terminated.


9.01 The Data Processor’s authorization to process Personal Data on behalf of the Data Controller shall be annulled at the termination of this Data Processor Agreement.

9.02 The Data Processor may continue to process the Personal Data for up to three months after the termination of the Data Processor Agreement to the extent it is reasonably necessary or as required under the Applicable Law. In the same period, the Data Processor is entitled to include the Personal Data in the Data Processor’s backup. The Data Processor’s processing of the Data Controller’s Personal Data in the three months after the termination of this Data Processor Agreement shall be considered as being in accordance with the Main Agreement.





Sub-appendix A


1.01 The Data Processor processes the following types of Personal Data in connection with its delivery of the Services:

(i)            Contact information and employment position on relevant End-users.

(ii) Contract information on relevant Customers.


2.01 The Data Processor processes Personal Data about the following categories of data subjects on behalf of the Data Controller:

(i) Customers

(ii) End-users



Sub-appendix B


1.01 The following Sub-Processors shall be considered approved by the data Controller at the time of entering into this Data Processor Agreement:

(i) Hosting Location: Rackspace, Unit 1 Power Avenue Manor Royal Crawley RH10 9BE

(ii) DMT Development Systems Group Inc., 500 – One Research Road, Winnipeg, MB R3T 6E3, Canada.


2.01 The following Sub-Processors have been added and communicated to the Data Controller prior to the relevant sub-processing: