Kademi's SaaS Terms of Service

What you need to know when using Kademi.

APPLICATION OF TERMS
1. These Terms apply to your use of the Service (as that term is defined below). By accessing and using the Service:
  1. you agree to these Terms; and
  2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
2. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
3. If the processing of Data (as defined below) is governed by the GDPR (as defined below) the additional terms in the Data Processing Addendum attached to these Terms also forms part of these Terms.

CHANGES
1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2. These Terms were last updated on 14/03/2019.

INTERPRETATION
In these Terms:

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Kademi Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

Fees means the applicable fees set out on our pricing page on the Website at https://www.kademi.co/get-kademi.html or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.5.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason.

GDPR means the General Data Protection Regulation of the European Union.

including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Kademi Software means the software owned by us (and our licensors) that is used to provide the Service.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

a party includes that party’s permitted assigns.

Permitted Users means your personnel who you permit to access and use the Service.

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

personal information means information about an identifiable, living person.

personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Service means the service having the core functionality described on the Website, as the Website is updated from time to time.

Start Date means the date that you first access or use the Service.

Terms means these terms titled SaaS terms of use.

Underlying Systems means the Kademi Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

We, us or our means Kademi Limited, company number 5259983.

Website means the internet site at https://www.kademi.co, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

PROVISION OF THE SERVICE
1. We must use reasonable efforts to provide the Service:
  1. in accordance with these Terms and New Zealand law;
  2. exercising reasonable care, skill and diligence; and
  3. using suitably skilled, experienced and qualified personnel.
2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
3. Subject to clause 4.4, we must use reasonable efforts to ensure the Service is available 24/7. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.
4. Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

YOUR OBLIGATIONS
1. You and your personnel must:
  1. use the Service in accordance with these Terms solely for:
    1. your own internal business purposes to create and manage digital solutions; and
    2. lawful purposes
2. When accessing the Service, you and your personnel must:
  1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
  2. correctly identify the sender of all electronic transmissions;
  3. not attempt to undermine the security or integrity of the Underlying Systems;
  4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
  5. not attempt to view, access or copy any material or data other than:
    1. that which you are authorised to access; and
    2. to the extent necessary for you to use the Service in accordance with these Terms; and
  6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
3. You
  1. may grant access to Permitted Users by creating user accounts for those Permitted Users with separate login details and may, at any time, restrict Permitted Users’ access to certain features;
  2. are responsible for any Permitted User accounts you create, and must delete the Permitted User’s account if you no longer wish the Permitted User to have access (e.g. where an employee ceases working for you). We take no responsibility for the level of access granted to a Permitted User, or for the deletion of Permitted Users’ accounts; and
  3. must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.
4. A breach of any of these Terms by your personnel (including, to avoid doubt, a Permitted User and any person who accesses or uses the Services by using a Permitted Users’ account) is deemed to be a breach of these Terms by you.
5. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.
6. At your own risk and sole responsibility, and with our prior written consent, you may customise the Service through creating a customised application, or through an application programming interface or OAuth mechanism. In doing so, you must follow security best practice. We give no warranties to you and have no liability to you for your access to and use of the Service in this way, and we may revoke your access at any time, without notice, our sole discretion.

DATA
1. You acknowledge that:
  1. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
  2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Data for this purpose.
2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.
3. You acknowledge and agree that:
  1. we may:
    1. use Data and information about your and your end users’ use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
    2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights
  2. our rights under clause 6.3a above will survive termination of expiry of the Agreement; and
  3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.
5. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
6. If you are located in the European Union, we will store Data (including any personal information) in secure servers in the European Union and you agree that, subject to the Data Processing Addendum, we may access that Data (including any personal information) in the European Union, United States, Australia and New Zealand from time to time.
7. If you are located outside the European Union, you agree that, unless otherwise agreed with you, we may store Data (including any personal information) in secure servers in the European Union, United States and Australia and may access that Data (including any personal information) in the European Union, United States, Australia and New Zealand from time to time.
8. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

FEES
1. You must pay us the Fees, which are non-refundable.
2. We will provide you with valid GST tax invoices on a monthly basis prior to the due date for payment.
3. The Fees exclude GST, which you must pay on taxable supplies.
4. You must pay the Fees:
  1. on a monthly basis in advance, unless you have selected, and the parties have agreed, a different subscription period, in which case the Fees will be payable in advance of that subscription period; and
  2. electronically in cleared funds without any set off or deduction.
5. We may increase the Fees by giving at least 6 months’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.

INTELLECTUAL PROPERTY
1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
  1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
  2. we may use or disclose the feedback for any purpose.
5. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

CONFIDENTIALITY
1. Each party must, unless it has the prior written consent of the other party:
  1. keep confidential at all times the Confidential Information of the other party;
  2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
  3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.
2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
  1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
  2. required by law (including under the rules of any stock exchange);
  3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
  4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
  5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

WARRANTIES
1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
2. To the maximum extent permitted by law:
  1. the Service is provided as is and as available without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose;
  2. all conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount set out in clause 11.1; and
  3. without limiting clauses 10.2a and 10.2b, we make no representation concerning the quality of the Service and do not promise that the Service will:
    1. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any regulatory requirements you may be subject to; or
    2. be secure, free of viruses or other harmful code, uninterrupted or error free.
3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
  1. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
  2. it is fair and reasonable that the parties are bound by this clause 10.2.
4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
  1. supplying the Service again; and/or
  2. paying the costs of having the Service supplied again.

LIABILITY
1. No liability: To the maximum extent permitted by law:
  1. the Client accesses and uses the Service at its own risk; and
  2. the Supplier is not liable or responsible to the Client or any other person for any claim, damage, loss, liability and cost under or in connection with the Agreement, the Service, or the Client’s access and use of (or inability to access o] use) the Service. This exclusion applies regardless of whether the Supplier’s liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
2. Maximum liability: To the maximum extent permitted by law and only to the extent clause 11.1 does not apply, the maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Software or the Support Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Client under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability).
3. Neither party is liable to the other under or in connection with these Terms or the Service for any:
  1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
  2. consequential, indirect, incidental or special damage or loss of any kind.
4. Clauses 11.1 and 11.3 do not apply to limit our liability under or in connection with these Terms for:
  1. personal injury or death;
  2. fraud or wilful misconduct; or
  3. a breach of clause 9.
5. Clause 11.3 does not apply to limit your liability:
  1. to pay the Fees;
  2. under the indemnity in clause 6.8; or
  3. for those matters stated in clause 11.4a to 11.4c.
6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

TERM, TERMINATION AND SUSPENSION
1. Unless terminated under this clause 12, these Terms and your right to access and use the Service starts on the Start Date and continues until:
  1. you terminate these Terms and your right to access and use the Service by providing written notice to us; or
  2. we otherwise terminate these Terms in accordance with these Terms.
2. Subject to clause 7.5, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.
3. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
  1. breaches any material provision of these Terms and the breach is not:
    1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
    2. capable of being remedied; or
  2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
4. You may terminate these Terms and your right to access and use the Service in accordance with clause 7.5 and 12.1.
5. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
6. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
7. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
8. On termination, we may permanently delete your Data, Confidential Information and any other information relating to your use of or access to the Service.
9. At any time prior to termination, you may request:
  1. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
  2. deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.
  To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.
10. Without limiting any other right or remedy available to us, and without notice to you, we may immediately restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
  1. failed to pay the Fees in accordance with clause 7;
  2. not accessed your account for 12 months;
  3. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
  4. used, or attempted to use, the Service:
    1. for improper purposes; or
    2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
  5. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading;
  6. otherwise breached these Terms; or
  7. or for any other reason, in our sole discretion.

GENERAL
1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
4. Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing accounts@kademi.co.
6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.
7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.8, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.
8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
9. Subject to clauses 2.1 and 7.5, any variation to these Terms must be in writing and signed by both parties.
10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 13.10.
11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

Data processing addendum

APPLICATION OF THIS ADDENDUM
1. Subject to clause 1.2, this Data Processing Addendum (Addendum) applies if the Processing (as defined below) of Data (as defined in our Terms of Use at www.kademi.co/terms.html (Terms)) is governed by the GDPR (as defined below).
2. If this Addendum applies, this Addendum forms part of the Terms between us and you (as defined in the Terms) and sets out the parties’ agreement in relation to the processing of Data in accordance with the requirements of European Union data protection laws and regulations.
3. Except as varied in this Addendum, all terms and conditions set out in the Terms continue to apply.
INTERPRETATION
1. Unless the context requires otherwise:
  1. capitalised terms used, but not defined, in this Addendum will have the meanings given to them in the GDPR (or, if not defined in the GDPR, the Terms);
  2. the rules of interpretation set out in the Terms apply to this Addendum; and
  3. references to clauses are references to the clauses in this Addendum.
2. In this Addendum:
  Applicable Data Protection Laws means EU Data Protection Laws and any applicable data protection or privacy laws of any other country
  
  EEA means the European Economic Area
  
  EU Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, the EEA and their member states and (if the United Kingdom ceases to be a member state) the United Kingdom, that apply to the Processing of Data under the Terms, including (where applicable) the GDPR
  
  GDPR means the European Union General Data Protection Regulation 2016/679
  
  Instruction means the instructions set out in clause 3.3 or agreed under clause 3.4
  
  Personal Data means all Data which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws)
  
  Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. Process has a consistent meaning
  
  Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Terms
3. If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:
  1. this Addendum; and
  2. the Terms.
PROCESSING OF PERSONAL DATA
1. With respect to the Processing of Personal Data under the Terms:
  1. you act as the Data Controller;
  2. we act as the Data Processor; and
  3. subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.
2. We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including all EU Data Protection Laws that apply to Data Processors.
3. You must, when using the Service, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including all EU Data Protection Laws that apply to Data Controllers.
4. You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:
  1. as reasonably necessary to provide the Service in accordance with the Terms;
  2. as initiated through the use of the Service by you, your Personnel and other end users you allow to use the Service; and
  3. to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Terms and this Addendum.
5. This Addendum and the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any additional or alternate instructions must be agreed between us and you separately in writing.
6. We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.
7. As required by article 28(3) of the GDPR (and, if applicable, equivalent requirements of other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of the GDPR (and applicable equivalent requirements of other Applicable Data Protection Laws).
8. The duration of Processing is limited to the duration of the Terms. Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum.
9. You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws. It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum.
10. If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.
DATA SUBJECT REQUESTS
1. To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).
2. Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.
3. To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs arising from this assistance.
4. We will not respond to a Data Subject Request except on your written request or if required by applicable law.
OUR PERSONNEL
1. We will:
  1. take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;
  2. ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms;
  3. ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and
  4. ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.
2. We have appointed a data protection officer who can be contacted at brad@kademi.co.
SUBPROCESSESORS
1. You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Service.
2. We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, as applicable to the nature of the services provided by that Sub-Processor.
3. You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).
4. A list of current Sub-Processors for the Services as at 14/03/2019 is set out in Schedule 2. We may update the list of Sub-Processors from time to time and, subject to clause 6.5, we will give at least 30 days’ written notice of any new Sub-Processor.
5. We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Services. Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control. In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable.
6. If you object to any new Sub-Processor, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided (in the case of a new Sub-Processor notified under clause 6.4) your notice of termination is received by us before the effective date of our notice under clause 6.4 or (in the case of a new Sub-Processor notified under clause 6.5) your notice of termination is received by us within 30 days of our notice of the new Sub-Processor. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.
7. We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.
SECURITY
We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data.
SECURITY BREACH MANAGEMENT
1. We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).
2. We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.
AUDIT AND COMPLIANCE
Upon your written request, we will, at your cost, submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR).
DATA PROTECTION IMPACT ASSESSMENT
Upon your written request, we will, at your cost, provide you with reasonable assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment relating to your use of the Service, to the extent you do not otherwise have access to the relevant information.
RETURN AND DELETION OF PERSONAL DATA
1. Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.
2. Subject to clause 11.3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:
  1. return a complete copy of all Personal Data by secure file transfer in a common format; and
  2. delete all other copies of Personal Data Processed by us or any Sub-Processor.
3. We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose.
4. If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:
  1. come as close as possible to a complete and permanent deletion of the Personal Data;
  2. fully and effectively anonymise the remaining data; and
  3. make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.
CHANGES IN DATA PROTECTION LAWS
1. We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum, which we consider (acting reasonably) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law.
2. If you object to any variation under clause 12.1, you may, despite anything to the contrary in the Terms, terminate these Terms and your right to access and use the Service without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have agreed to the variation.
LIMITATION OF LIABILITY
The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together.
GENERAL
If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.

SCHEDULE 1

DETAILS OF PROCESSING

Nature and Purpose of Processing

We will Process Personal Data as necessary to provide the Service in accordance with the Terms, as further specified in our online documentation relating to the Services, and as further instructed by you and your Personnel and other end users you allow to use the Service through the use of the Service.

Duration of Processing

Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing.

Categories of Data Subjects

You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:

You and your Personnel
Your customers
Sub contractors

Type of Data

You may submit Personal Data to the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:

First and last name
Title
Contact information (email address, phone number, physical business address)
Geographical information
Gender information

SCHEDULE 2

LIST OF SUB-PROCESSORS AS AT 14/03/2018

Kademi uses a single data centre in the location agreed with the client. Data is not generally transferred between locations, and only with the client’s written consent.

Amazon Web Services, Cloud Service Provider, United States
Amazon Web Services, Cloud Service Provider, European Union
Amazon Web Services, Cloud Service Provider, Australia