ER Tracker
Service Subscription and End User Agreement

Allocate Software Limited (“Allocate”) registered in England under company number 02814942 whose registered office address is 2nd Floor 1 Church Road, Richmond, TW9 2QE.

“Service” means the Software including Customer’s database, configuration and support services, as identified on this Agreement.

“Support Service” Allocate will provide the Support Service to Customer Administrator by qualified staff during normal UK office hours (8.00am to 5.30pm, Monday to Friday excluding UK bank holidays).

“Permitted Purpose”  The Customer agrees that Personal Data may be processed by Allocate for the following reasons:

  • For use of the Software including all features
  • Implementation
  • Hosting
  • Backup
  • Product support and resolution of issues
  • Testing purposes
  • For any additional Services provided to the Customer#
  • Any other processing as agreed in writing between the parties

“Confidential Information” The terms of this Subscription and all commercial or proprietary information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by a Party to the other Party including information relating to the such Party’s know-how, trade secrets, products, patents, developments, personnel, customers and suppliers, whether disclosed before or after the Commencement Date of this Subscription.

 

1. SUBSCRIPTION

Allocate grants to the Customer a non-exclusive and non-transferable Subscription to access and use the Software within the UK and Republic of Ireland. The Software will be hosted on a server managed by Allocate, in accordance with the terms and conditions contained herein.

2. USAGE

This Subscription entitles the Customer to access the Software for the number of case types the Customer has Subscribed For.

3.  CHARGES

  1. On creation of Service, the Customer shall pay Allocate the Annual Charge, Implementation Charge and all One off Charges within 30 days from the date of invoice from Allocate.
  2. Unless terminated in accordance with Clause 5, the Annual Charge will then become due on each anniversary of the Commencement Date and payment must be received by this date provided an undisputed invoice has been sent to the Customer prior to the anniversary date. The Annual Charge will not increase in any single year by more than 5% or the percentage increase in the retail price index during the preceding twelve months, whichever is the greater.
  3. Except for clause 3b) Customer shall pay all invoices within 30 days from date of the invoice from Allocate.
  4. Access to the Service will be suspended where invoices are overdue. Allocate shall not be responsible for providing the Service or Support Services, when any payment is overdue. Where access to the Software has been suspended in line with this clause, then a re-connection charge of 9.5% of current list price will apply.
  5. The parties acknowledge that any amount due under this Agreement and remaining unpaid beyond thirty days from the due date of payment shall be a qualifying debt and be subject to statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
  6. All charges are exclusive of VAT and any other taxes. The Customer agrees to pay all present and future applicable VAT and other taxes subject to receipt of a valid tax invoice from Allocate.
  7. If the Customer seeks to transfer the Subscription whether as part of a facilities management, outsourcing arrangement, acquisition or merger the Customer shall notify Allocate of its intention. Allocate, at its sole discretion, may enter into a novation or other agreement with the Customer and/or the other party concerned subject to a charge of 10% of the Software’s then current list price.
  8. Implementation consultancy (excludes service reviews) days must be used within four months of kick off meeting and kick off meeting must be held within two months of Commencement Date.

4. SUPPORT AND MAINTENANCE

  1. Allocate will provide technical support by qualified staff during normal UK office hours (8.00am to 5.30pm, Monday to Friday excluding UK bank holidays). Allocate will provide emergency out of hours support at all other times.
  2. The technical support provided by Allocate will include implementation of new releases, advice on the use of the Software, and resolution of reported errors.
  3. Resolution of reported errors shall be conditional upon the Customer having provided all requested information.
  4. Allocate shall use reasonable endeavours as soon as reasonably practicable to diagnose and provide corrections for problems in the operation of the Software. Allocate will attempt to diagnose and correct faults as reported to Allocate via the ticketing system.  Provided that the fault was not due to an amendment, error or any other breach made by Customer, no charge will be made for error resolution. Any support required, additional to that provided under this Subscription, (i.e. customer requested product change) shall be subject to agreement in writing between Allocate and Customer and shall be the subject of an additional charge calculated in accordance with Allocate’s then current list price.
  5. Subject to the obligations of confidentiality and data protection set out in Clauses 10 and 11 below, the Customer shall permit full access to the Software and any associated data created by Customer, which Allocate reasonably deems necessary to enable Allocate to perform its obligations under this Subscription. The Customer shall permit Allocate in testing Customer specific purpose to take a copy of data, which Allocate shall delete as soon as is practical.

5. TERMINATION

  1. This Subscription shall continue until terminated in accordance with the terms hereof. Upon completion of the initial period of the Duration this Subscription shall automatically be renewed on each anniversary of the Commencement Date for successive periods of twelve months unless either party serves written notice to terminate no less than two months prior to the end of the initial period.
  2. Upon completion of the initial period of Duration the Subscription may be terminated by either party giving not less than two months written notice prior to the anniversary of the Commencement Date of Subscription.
  3. In the event of a failure to comply with the obligations of this Subscription, the non-defaulting party shall give the defaulting party thirty days written notice to rectify the problem. If the problem is not rectified within the thirty-day period, then the non-defaulting party shall have the right to terminate this Subscription forthwith by written notice.
  4. Subject to Clause 7a) no refund of charges shall be made by Allocate.
  5. Within fourteen days of termination of this Agreement (and at its own expense) the Customer agrees to destroy or return all documentation relating to the Software and Service and, where requested, certify in writing to Allocate that this has been completed.
  6. On termination of the Subscription Agreement by either party, all Customer data with regards to the Software will be made available to Customer.
  7. Either party may terminate this agreement in accordance with clause 12b).

6. WARRANTY

  1. The Customer warrants it has the right to enter into the contract and to perform its obligations as specified by this Agreement.
  2. Allocate warrants that it is the owner of the Software and has the right and authority to grant a subscription for the Software to the Customer upon the terms and conditions contained herein.
  3. Allocate’s obligation under this warranty shall be as specified in Clause 4d).
  4. The warranty shall not apply if: (i) an item of the Software was not used in accordance with Allocate’s reasonable instructions as notified to it from time to time; (ii) an item of the Software shall have been altered, modified or converted by the Customer not in accordance with the user documentation, as supplied by Allocate, or without Allocate’s written approval, (iii) any of the Customer’s hardware or operating system shall malfunction causing the defect in the Software, or (iv) the Customer fails to provide Allocate with all reasonable requested documentation.
  5. This warranty is in lieu of all other warranties expressed or implied, including but not limited to, the implied warranties of satisfactory quality and fitness for particular purpose.

 7. LIABILITY

  1. Allocate’s liability arising from the supply or use of the Software shall be the portion of monies paid to the unexpired term of the Subscription from the date that Allocate’s liability arose up to the anniversary of the Commencement Date and shall in any event not exceed the total amount paid to Allocate by the Customer in the preceding twelve months under this Subscription.
  2. Allocate shall not be liable for any of the following even if reasonably foreseeable:
    i. loss of profits
    ii. loss of business
    iii. loss of revenue
    iv. loss of or damage to goodwill
    v. inconvenience
    vi. interruption to business
    vii. indirect, special or consequential loss or damage.
  3. No claim under this Subscription can be advanced if more than six years has elapsed after the reason for the claim arose.
  4. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
    i. death or personal injury caused by negligence, or the negligence of either party’s personnel, agents or subcontractors, and;
    ii. fraud or fraudulent misrepresentation.
  5. The Customer’s liability in respect of all claims, losses or damages, whether arising from tort (including negligence), breach of statutory duty, breach of contract or otherwise under or in connection with this agreement, shall in no event exceed the total amount paid to Allocate by the Customer in the preceding twelve months under this Subscription.

8. INDEMNITY

  1. Allocate shall indemnify the Customer at its own expense against all claims of infringements of patents, trademarks, industrial designs, copyrights or other intellectual property rights affecting the Software provided that the Customer shall not have done, permitted or suffered to be done anything which caused or contributed to the infringement.
  2. The Customer undertakes that Allocate shall be given prompt notice of any claim specified in Clause 8a) that is made against the Customer and Allocate shall have the right to defend any such claims and make settlements thereof at its own discretion and the Customer shall give such assistance as Allocate may reasonably require to settle or oppose any such claim.
  3. In the event that any such infringement occurs or may occur, Allocate may at its sole option and expense (i) procure for the Customer the right to continue using the Software or infringing part thereof, or (ii) modify or amend the Software or infringing part thereof so that the same becomes non-infringing without detracting from the overall performance of the Software, or (iii) terminate this Subscription. In the event of termination in accordance with this Clause 8c), Allocate will reimburse the Customer the total amount paid by the Customer to Allocate under this Subscription during the preceding twelve months.
  4. The Customer shall indemnify Allocate where any action by the Customer causes damage to Allocate’s servers and/or back up sites by a virus or malicious activity that they have caused.

 

9. INSOLVENCY AND BANKRUPTCY

If either party becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction), the other party may, without prejudice to any other of its rights, terminate this Subscription forthwith by written notice to the other party or any person in whom the Subscription may become vested.  Termination will take effect when the written notice is delivered to the last known trading address of the party.

 

10. CONFIDENTIALITY

  1. The Customer agrees that the Software is a proprietary product and trade secret and that it has no rights in any copyrights and/or patent rights of the Software, these are the sole and exclusive property of the Software owner. Images of all or part of the Software cannot be published by the Customer in the public domain or used except as agreed by Allocate unless express written permission has been given.
  2. Subject to clause 10c) below, or where disclosure is expressly permitted elsewhere in this Subscription, each party shall:
    i. keep the Confidential Information of the other party secret and confidential and shall only be disclosed to and/or used by such persons who need the information to fulfil their contractual obligations; and
    ii. not disclose any Confidential Information of the other party to any person without the other party’s prior written consent.
  3. Such Confidential Information (or any part thereof) may only be disclosed or reproduced or used by such persons (such as employees, authorised sub‑contractors and agents) who need to know the Confidential Information for the purposes of either party performing its obligations or exercising its rights under the Subscription. Each party shall procure that such persons to whom Confidential Information may be disclosed pursuant to this clause 10 are made aware of and comply with substantially similar obligations of confidentiality and non‑disclosure as set out in the Subscription.
  4. Clause 10b) shall not apply to the extent that:
    i. such Confidential Information is required to be disclosed by law or by any governmental or other regulatory authority acting within the scope of its powers;
    ii. such Confidential Information is or becomes part of the public domain through no fault of the receiving party;
    iii. the receiving party can demonstrate that the Confidential Information was known to it prior to the disclosure by the disclosing party without an obligation to keep such Confidential Information confidential;
    iv. such Confidential Information is subsequently obtained by the receiving party from a third party without breach of any obligation of confidentiality owed to any third party or the disclosing party; or
    v. such Confidential Information is independently developed by the receiving party or a company within the receiving party’s group without any breach of the Subscription.
  5. Upon request, each party (in respect of both itself and/or any recipient to which it has disclosed Confidential Information belonging to the other party) shall:
    i. return (or cause to be returned to it) all copies, extracts or reproductions of the other party’s Confidential Information in its (or the recipient’s) possession; and
    ii. destroy or cause to be destroyed (and shall confirm the same) all copies of any analyses, memoranda, notes, compilations, studies or other documents prepared by it (and/or the recipient) for its use containing or reflecting any such Confidential Information
  6. All extensions and modifications to the Software (whether or not patentable and copyrightable) developed by Allocate or any other party on behalf of the Customer shall be deemed to be part of the Software and all rights therein shall be the sole and exclusive property of Allocate.
  7. The Customer agrees to Allocate naming the Customer on a customer list.
  8. The Customer agrees to Allocate using their company name and logo for publicity purposes.
  9. The Customer agrees to Allocate using data input into the system for statistical purposes. The data will not include any personally identifiable information.

 

11. DATA PROCESSING

  1. Within this clause the following terms take the meaning given in the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and Data Protection Act 2018: Process, Processing, Controller, Processor, Data Subject, Personal Data and Personal Data Breach, ’Customer Personal Data’ shall mean any Personal Data provided by the Customer to Allocate pursuant to this Agreement or which is otherwise Processed by Allocate on behalf of the Customer pursuant to this Agreement.
  2. The Parties acknowledge and agree that in providing the Services, Allocate is acting as a Data Processor and the Customer is the Data Controller.
  3. The Parties shall comply with their respective obligations under the relevant data protection laws and any other applicable legislation relating to the Processing of Personal Data.
  4. Allocate shall implement and uphold appropriate technical and organisational measures which may include encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and shall regularly review such measures.
  5. When processing Customer Personal Data Allocate shall:
    i. only process the Personal Data in accordance with the Customer’s written instructions as detailed in this agreement, unless otherwise requested by the Customer or required by law;
    ii. keep the Personal Data confidential taking into account the costs of implementation and the nature, scope, context and purposes of the processing as well as the risks to individuals;
    iii. take appropriate technical and organisational measures to ensure a level of security for the Personal Data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data;
    iv. retain Personal Data only for as long as is necessary or as required by applicable laws and, at the Customer’s written request and on termination or expiry of this Agreement, either:
    a. securely destroy the customer Personal Data (including all copies of it); or
    b. return the Customer Personal Data (including all copies of it) to the Customer;v. not disclose the Personal Data to third parties unless the Processor is required to disclose the Personal Data by applicable laws;
    vi. not use a sub-processor without the prior written authorisation of the Customer;
    vii. not transfer any Personal Data outside the EEA without the Customer’s prior written consent and without putting in place adequate protection for the Customer Personal Data; and
    viii. treat the Personal Data of the Customer to at least the same degree as it would its own Personal Data that it is the Data Controller for.
  6. Allocate shall:
    a. take into account the nature of the Processing and assist the Customer with its obligations to comply with Data Subjects’ requests;
    b. at all times perform its obligations under this Agreement in such a manner as not to cause the Customer in any way to be in breach of the data protection legislation;
    c. perform its obligations under this Agreement in full compliance with the Regulation and all applicable guidelines, statutory orders and supplementary laws.
  7. Without limitation to the foregoing the Customer shall obtain appropriate consents to enable Personal Data to be transferred between the Parties in connection with the Services and for the Services to be performed in compliance with the DPA and GDPR.
  8. Allocate shall notify the Customer within 48 hours of becoming aware of any actual or suspected Personal Data breach, and shall provide necessary assistance to enable the Customer to investigate the Personal Data breach, comply with reporting obligations and take appropriate corrective action to remedy any breach, prevent a recurrence of such a breach and avoid and/or prevent any further loss or damage arising from the breach.
  9. Allocate shall provide reasonable assistance to the Customer in responding to subject access requests.
  10. Allocate shall provide reasonable assistance to the Customer in the preparation of any Data Protection Impact Assessment prior to commencing any processing of data.
  11. Upon reasonable written notice Allocate shall allow for an audit of Allocate’s Personal Data Processing activity by the Customer or the Customer designated auditor. Allocate shall reserve the right for reasonable charges for time and resources associated with such audits.
  12. The hosting and back up providers used by Allocate have no direct access to Personal Data but, are essential to the provision of the service and Allocate in line with continual business improvement reserve the right to change provider as required and, in doing so will ensure that the same or an improved level of protection and security is provided.
  13. Allocate shall not appoint any third party, including any consultant, sub-contractor, agent or professional adviser or other third party which may receive and/or have access to the Customer’s Data without the prior written consent of the Customer.

 

12. FORCE MAJEURE

  1. Neither party shall be responsible for failure to fulfill its obligations under this Subscription if such failure results from circumstances beyond the party’s reasonable control for a period commencing from the time at which notice is given in writing of the existence of the Force Majeure event by the party invoking this Clause and terminating at the time when the circumstances creating the Force Majeure conditions are removed.
  2. Should such Force Majeure conditions apply for a period of more than four weeks from the date of notification by the non-performing party, and then the other party shall have the right to terminate this Subscription without incurring any further liability.

 

13. GOVERNING LAW

This Subscription shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.

 

14. GENERAL

No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the parties. Any consent by any party to, or waiver of, a breach of the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

 

15. HOSTED SERVICE

  1. Allocate provides the Software as a hosted service; Allocate’s live server is located at a server provider. Allocate is responsible for the maintenance of these systems, backups, business continuity and disaster recovery.
  2. Allocate will help Customer configure and tailor the system for Customer’s use to the best of Allocate’s ability, however it is the responsibility of Customer to ensure the configuration is correct as far as Customer is concerned.
  3. Allocate reserve the right to maintenance periods, where the service may not be available from time to time. This will generally be once a month on a Saturday morning for security updates and bimonthly on a Wednesday after 17:30 GMT for product updates.

 

Appendix 1

DATA PROCESSING AGREEMENT

BACKGROUND

The Parties have entered into an agreement under which the Customer will provide data to Allocate for processing which is covered by the Data Protection Laws.  The parties have agreed to enter into this Agreement in order to confirm the terms which will regulate the parties’ obligations in relation to such data.

DEFINITIONS:

The following words and phrases used in this Agreement and the Schedules shall have the following meanings except where the context otherwise requires

Party: a Party to this Agreement;

Agreement: this contract;

Law: means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of Section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which Allocate is bound to comply;

Allocate Personnel: means all directors, officers, employees, agents, consultants and contractors of Allocate and/or of any Sub-Allocate engaged in the performance of its obligations under this Agreement.

GDPR CLAUSE DEFINITIONS:

Data Protection Legislation: (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; (iii) all applicable Law about the processing of personal data and privacy;

Data Protection Impact Assessment: an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer take the meaning given in the GDPR.

Data Loss Event: any event that results, or may result, in unauthorised access to Personal Data held by Allocate under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.

Data Subject Access Request: a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.

DPA 2018: Data Protection Act 2018

GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679)

LED: Law Enforcement Directive (Directive (EU) 2016/680)

Personal Data: takes the meaning given in the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and Data Protection Act 2018

Protective  Measures:  appropriate  technical  and  organisational  measures  which  may include encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it.

Special Category Data: takes the meaning given in the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and Data Protection Act 2018

Sub-processor:  any third Party appointed to process Personal Data on behalf of Allocate related to this Agreement

 1. DATA PROTECTION

1.1 This Agreement shall continue in full force and effect for the same period as the Master Contract, unless terminated for breach by either party.

 

1.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Allocate is the Processor. The only processing that Allocate is authorised to do is listed in Schedule 1.

 

1.3         Allocate shall notify the Customer immediately if it considers that any of the Customer’s instructions infringe the Data Protection Legislation.

 

1.4          Allocate shall provide reasonable assistance to the Customer in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Customer, include:

(a)           a systematic description of the envisaged processing operations and the purpose of the processing;

(b)           an assessment of the necessity and proportionality of the processing operations in relation to the Program;

(c)           an assessment of the risks to the rights and freedoms of Data Subjects; and

(d)           the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

 

1.5          Allocate shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

(a)           process that Personal Data only in accordance with Schedule 1, unless Allocate is required to do otherwise by Law. If it is so required Allocate shall promptly notify the Customer before processing the Personal Data unless prohibited by Law;

(b)           ensure that it has in place Protective Measures, which have been reviewed and approved by the Customer as appropriate to protect against a Data Loss Event having taken account of the:

(i)            nature of the data to be protected;

(ii)           harm that might result from a Data Loss Event;

(iii)          state of technological development; and

(iv)          cost of implementing any measures;

(c)           ensure that:

(i)     Allocate Personnel do not process Personal Data except in accordance with this Agreement (and in particular Schedule 1);

(ii)      it takes all reasonable steps to ensure the reliability and integrity of any Allocate Personnel who have access to the Personal Data and ensure that they:

(A)       are aware of and comply with Allocate’s duties under this clause;

(B)       are subject to appropriate confidentiality undertakings with Allocate or any Sub-processor;

(C)       are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Customer or as otherwise permitted by this Agreement; and;

(D)       have undergone adequate training in the use, care, protection and handling of Personal Data

(d)           not transfer Personal Data outside of the UK or EU unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i)       the Customer or Allocate has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Customer;

(ii)           the Data Subject has enforceable rights and effective legal remedies;

(iii)     Allocate complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Customer in meeting its obligations); and

(iv)     Allocate complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e)           at the written direction of the Customer, delete or return Personal Data (and any copies of it) to the Customer on termination of the Agreement unless Allocate is required by Law to retain the Personal Data.

 

1.7          Subject to clause 1.8, Allocate shall notify the Customer as soon as possible, and in any case within 48 hours, if it receives any of the following in relation to the Customer’s data:

(a)           receives a Data Subject Access Request (or purported Data Subject Access Request);

(b)           receives a request to rectify, block or erase any Personal Data;

(c)           receives any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;

(d)           receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

(e)           receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or

(f)            becomes aware of a Data Loss Event.

 

1.8          Allocate’s obligation to notify under clause 1.7 shall include the provision of further information to the Customer in phases, as details become available.

 

1.9          Taking into account the nature of the processing, Allocate shall provide the Customer with reasonable assistance in relation to either Party’s obligations under Data Protection Legislation and any complaint, communication or request made under clause 1.7 (and insofar as possible within the timescales reasonably required by the Customer) including by promptly providing:

(a)           the Customer with full details and copies of the complaint, communication or request;

(b)           such assistance as is reasonably requested by the Customer to enable the Customer to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;

(c)           the Customer, at its request, with any Personal Data it holds in relation to a Data Subject;

(d)           assistance as requested by the Customer following any Data Loss Event;

(e)           assistance as requested by the Customer with respect to any request from the Information Commissioner’s Office, or any consultation by the Customer with the Information Commissioner’s Office.

 

1.10        Allocate shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where Allocate employs fewer than 250 staff, unless:

(a)           the Customer determines that the processing is not occasional;

(b)           the Customer determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and

(c)           the Customer determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.

1.11        Allocate shall allow for audits of its Data Processing activity by the Customer or the Customer’s designated auditor providing written notice has been provided at least seven working days in advance.

 

1.12        Allocate shall designate a data protection officer if required by the Data Protection Legislation.

 

1.13        Before allowing any Sub-processor to process any Personal Data related to this Agreement, Allocate must:

 

(a)           notify the Customer in writing of the intended Sub-processor and processing;

(b)           obtain the written consent of the Customer;

(c)           enter into a written agreement with the Sub-processor which give effect to the terms set out in this Data Protection Agreement such that they apply to the Sub-processor; and

(d)           provide the Customer with such information regarding the Sub-processor as the Customer may reasonably require.

 

1.14        Allocate shall remain fully liable for all acts or omissions of any Sub-processor.

 

1.15        The Customer may, at any time on not less than 30 Working Days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).

 

1.16        The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Customer may on not less than 30 Working Days’ notice to Allocate amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

 

Schedule 1 to Appendix 1- Processing, Personal Data and Data Subjects

Subject matter of the processing:
Processing of Personal and/or Special Category Data usually of staff for Selenity ER Tracker, an online employee relations case management solution.

Duration of the processing:
For the length of the contract plus ninety days. All Personal and Special Category Data shall be permanently deleted within ninety days of the end of the contract.

Nature and purposes of the Processing:
The purpose might include Personal and/or Special Category Data being used for:

  • Access and use of the Program including all features
  • Implementation
  • Hosting
  • Backup
  • Product support and resolution of issues
  • Testing purposes
  • Any additional Services provided to the Customer
  • Any other processing as agreed in writing between the parties

Type of Personal/Special Category Data:

The data held in Selenity ER Tracker may include:

  • Full name
  • Address
  • Date of birth
  • NI number
  • Payroll number
  • Telephone number
  • Email address
  • Ethnicity
  • Medical Information
  • Trade Union membership information
  • Political views
  • Any other information required to process an employee relations case
  • Any information added in a User Defined Field

Categories of Data Subject:

  • Staff (including volunteers, agents, contactors and temporary workers)

Plan for return or destruction of the data once the Processing is complete UNLESS requirement under union or member state law to preserve that type of data:
For the length of the contract plus ninety days. All Personal and Special Category Personal Data shall be permanently deleted within ninety days of the end of the contract. On termination of the contract all Customer data with regards to the Program will be made available to Customer in a mutually agreed format.