Net Business Ltd.
95 Ditchling Road
Tel: +44 (0)1273 573828
1.1 The following definitions shall apply in this Agreement.
"Agreement" means these Conditions and Annexes hereto, the Customer Order, and any other document that the parties agree in writing will form part of the Agreement.
"Business" means but is not limited to a trade or profession.
"Charges"means any or all charges to the Customer payable to Net Business Limited as shown on our web site at www.netbusiness.co.uk whether for Internet access and/or any other Service which you purchase from Net Business Limited from time to time.
"Customer" means the Consumer or Business so named on the Customer Order with whom Net Business Limited enters into this Agreement. Also referred to as "you" in these Conditions.
"Customer Equipment" means any equipment provided by the Customer and not sold by Net Business Limited to the Customer under this Agreement.
"Customer Order" means the signup at www.netbusiness.co.uk completed by the Customer or other Customer order for Services.
"Domain Name" means any name and appropriate classification and/or geographic locator registered with an appropriate domain registry and converted to an Internet address by means of a Domain Name Server.
"Equipment" means goods provided by Net Business Limited to the Customer under this Agreement including Hardware, Software, documentation or other materials.
"Intellectual Property Right" includes patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyright, database rights, design rights, rights affording equivalent protection to copyright, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforementioned items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing-off.
"Internet" means the global data network comprising interconnected networks using TCP/IP to which Net Business Limited is connected and provides access to its Customers.
"nominated third party" means any third party nominated by us to supply you with any Services pursuant to this Agreement.
"Password" means the alphanumeric characters chosen and used exclusively by the Customer at his own risk for the purpose of securing and maintaining the exclusivity of his access to Net Business Limited's service.
"Service" means Services provided by Net Business Limited to the Customer under this Agreement and includes all or any part of the range of Internet connectivity, subscriptions, content, services and applications provided to you by us.
"Software" means a program/programs used to operate computers and related devices.
"TCP/IP" means Transmission Control Protocol/Internet Protocol, the basic communication language or protocol of the Internet.
"User Name" means such sequence of alphanumeric characters as are used from time to time by the Customer to identify himself to other users of other computers to which Net Business Limited is from time to time connecting or otherwise forwarding data to and from the Customer.
"Working Days" means Monday to Friday, excluding Bank or other Public holidays in the United Kingdom.
1.2 In the event of any conflict (whether as to interpretation or otherwise) between the provisions of the Customer Order, these Conditions and Annexes, the provisions of any other Agreement or document referred to in these Conditions and Annexes the following order of precedence shall apply:
1.2.1 the Customer Order;
1.2.2 these Conditions and Annexes; and
1.2.3 any other Agreement or document.
Any Customer Order shall comprise an offer which must be expressly accepted by Net Business Limited before an Agreement is completed in accordance with clause 4. Net Business Limited reserves the right in its absolute discretion to refuse any such order. All Agreements are subject to the availability of the Service ordered.
3.1 Subject to these Conditions Net Business Limited will provide the Services specified in the Customer Order.
3.2 Domain Name registration is subject to the availability of the requested Domain Name. The Customer acknowledges and accepts that registration may take from 1 to 40 days from the date of payment and receipt of full details.
3.3. Domain Name renewals are the responsibility of the Customer. The Customer must not rely upon receiving notification from Net Business Limited or domain registrars, agents or resellers for domain renewals. It is the responsibility of the Customer to ensure that the renewal fee has been received by the registrar within the existing registration period. You should keep track of your domain renewal dates and renew them through Net Business Limited in good time.
3.4 Any date indicated by Net Business Limited as a date for connection is an estimate only and may be liable to change without prior notification to the Customer. Accordingly Net Business Limited will not be responsible for any delay in connection beyond such a date. We will use reasonable endeavours to provide you with reasonable notice of any delay.
3.5 The Customer must inform Net Business Limited of any change to their telephone, fax, email or other contact addresses prior to the change becoming effective.
4.1 Acceptance is made when you receive notification of acceptance, or when the Service is activated, or when we accept receipt of the Charges (whichever is soonest) at which point, subject to clause 5 below, the Agreement shall commence. When we have processed your online sign-up registration, and received any Charges that are due from you, we will then provide you with the relevant Service.
4.2 Net Business Limited will use reasonable endeavours to provide the Service by the date agreed with the Customer, but all dates are estimates and Net Business Limited has no liability for any failure to meet any date.
4.3 The right to use the Service is personal to you or if you are a Business your employees. You must advise us if you suspect that someone else is using your account or is able to access your account.
4.4 You select the type of Service and duration of the Agreement during the completion of the Customer Order.
4.5 When we provide the Service to you, we promise to use all reasonable skill and care of a competent Internet Service Provider.
4.6 The terms of this Agreement shall prevail over any terms and conditions from the Customer with whom we are dealing.
5.1 If you are a Consumer:
5.1.1 Agreements for the purchase of Services made over the telephone or through our web site, or by mail order, are, with the exception of certain excepted Agreements subject to The Consumer Protection (Distance Selling) Regulations 2000 ("the Regulations").
5.1.2 If you have purchased Services then you may cancel this Agreement in relation to the Services in accordance with the Regulations within 7 Working Days beginning on the day after the day on which the Agreement is concluded. In any 7 day period under this paragraph, you lose the right to cancel if the Service is used or otherwise performed within the 7 day period.
5.1.3 If you have purchased Equipment, then you may cancel this Agreement in relation to the Equipment in accordance with the Regulations within 7 Working Days beginning with the day after the day on which you receive the Equipment.
5.1.4 In accordance with the Regulations, the following exceptions apply to the right to cancel under clauses 5.1.2 and 5.1.3. If you have purchased audio or video recordings or computer software, then in any 7 day period under this clause you lose the right to cancel in relation to these when they are unsealed by you. Where they are supplied to you on-line, audio or video recordings or computer software shall be deemed to be unsealed when downloaded. You have no right to cancel in relation to the following contracts: for any gaming, betting or lottery services; for the supply of newspapers periodicals or magazines; for the supply of any goods made to your specifications or clearly personalised or which by their nature cannot be returned or are liable to deteriorate rapidly; for the supply of goods or services the price of which is dependant on fluctuations in the financial market which cannot be controlled by Net Business Limited.
5.1.5 If the Regulations apply, you may cancel in writing, sending your letter to Customer Services.
5.1.6 You will be responsible for the cost of returning the Equipment if you exercise this right of cancellation under the Regulations. If you do not actually return the Equipment to us, you are under a duty to make the Equipment available for collection at your expense from the address to which it was delivered.
5.1.7 You are under a duty to retain possession of the Equipment whilst awaiting return to us and take reasonable care of it during this period. You will be liable for any loss of or damage to the Equipment if you fail to comply with this obligation.
5.2 The Regulations, and this clause, do not apply to Business Customers.
We may accept instructions regarding the Service and/or Equipment from any person who reasonably appears to be acting on your authority. Any agreements made on your behalf by such a person will be binding on you and subject to these Conditions.
7.1 We will issue you with a set of User Names and Passwords. These are essential for secure use of the Service and so you must ensure that you keep these confidential, secure and that you use them in accordance with all relevant instructions. Passwords and User Names must not be disclosed to anyone without authorisation. You must not send your passwords over the internet by email, chat or other insecure communication methods.
7.2 You must not use a false identity in email or other network communications.
7.3 You must not attempt or participate in, the unauthorised entry into or viewing of another Customer's account or another system.
7.4 Computers and network systems shall not be used for fraudulent activities, or used to breach another organisation's security (cross networking hacking). This is an illegal act and prosecution under criminal law may result.
7.5 Network traffic may be monitored from time to time for the purposes of backup, problem solving, network management and where required by law.
7.6 If we think there has been or may be a breach of security or misuse of the Service, we may:
7.6.1 change your Password and then notify you of this change; and/or
7.6.2 suspend User Name and Password access to the Service (please also see clause 15).
7.7 We shall have the right from time to time to change your User Name, internal address and/or Password allocated by us for the purpose of essential network maintenance, enhancement, modernisation or other work which we deem necessary to the operation of the Service or on any other reasonable grounds. Any such changes will be notified to you by email or by the Help Assistant tool.
7.8 If you forget your User Name or Password or you think someone knows your User Name or Password and they are not authorised to use it, or if any Password is being or is likely to be used in an unauthorised way, it is your responsibility to inform Net Business Limited immediately.
7.9 If any of the information provided by you during the sign-up procedure changes, including any changes to your payment details, you must inform us immediately.
We may have to alter code or access numbers or technical specifications associated with the Service for operational reasons. If we do this, we will use reasonable endeavours to give you reasonable notice.
9.1 We may need to temporarily suspend, with reasonable notice, the Service or parts of the Service for operational reasons, including but not limited to:
9.1.2 planned maintenance; or
9.2 Should we need to temporarily suspend the Service or parts of the Service in accordance with clause 7.1, we shall use reasonable endeavours to restore the Service as soon as is reasonably practicable thereafter.
9.3 We may suspend the Service to you without notice and without prejudice to our rights of termination under clause 20 in the event of the following:
9.3.1 failure by you to make any payment to us on its due date for payment;
9.3.2 if you contravene any term of this Agreement.
9.4 During suspension we reserve the right to refuse to release any Domain Names as issued by Net Business Limited. 9.5 If we decide to suspend the Service or part of the Service (for any reason), we reserve the right to restore it (if neither you nor we have ended this Agreement) only if we are reasonably satisfied that you will only use the Service as agreed. 9.6 If we decide to suspend the Service, this Agreement will continue during the period of suspension and you will have to pay all relevant Charges. 9.7 If you have a Narrowband PAYG account and you do not use this account to connect to the Internet for a period of 90 days or more, we may terminate your account and any associated email account(s) or products.
10.1 Although we attempt to provide you with the best possible Service, we cannot guarantee that the Service will never be faulty. We shall use our reasonable endeavours to correct all reported faults as soon as is reasonably possible. 10.2 If there is a fault with the Service, or you forget a Password, you should contact Net Business Limited Support.
11.1 You must pay the Charges for the Service at the price prevailing at the time of the Customer Order. The Charges form part of this Agreement.
11.2 When you register for the Service, we will ask you to select a payment method and we will begin charging you for the Service on the date that the Service is activated, or when your Customer Order has been accepted (whichever is the sooner). Following activation of the Service, Charges shall be payable in advance monthly or annually unless any other payment method has been agreed in writing between Net Business Limited and the Customer or as detailed on any accepted Customer Order.
11.3 You undertake that the Credit or Debit Card you use to make a purchase from us is your own Card or if you are a Business your Business' card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any Equipment or Services you order from us. We reserve the right to obtain validation of your Credit or Debit Card details and process your payment before providing you with any Services.
11.4 We will invoice Services, together with VAT, at the price prevailing at the time of the Customer Order.
11.5 You understand and agree that if you fail to make payments of Charges when they are due, we may suspend or cancel your Service, in part or in full, until payment is received in full. If we need to cease your Service because you have not paid and you then later decide to resume the Service, there may be a re-activation and administration charge where applicable, for which you will be liable.
11.6 Certain Services include the use of a Domain Name without charge. The provision of this domain is subject to the minimum contract period of the associated Service. If the Service is terminated prior the fulfilling of the minimum contract period for whatever reason, you will be liable for the cost of the Domain Name which is set out here. Until we have received this payment, or you have completed the minimum contract period, whichever occurs earlier, we may prohibit the release of the Domain Name associated with this domain.
11.7 Unless you notify us to the contrary, Services provided for an agreed period will automatically continue when the agreed period comes to an end. In these circumstances, you understand and agree that continuation of the Service will incur the Charges for the Services prevailing at the point of termination of the agreed period unless you notify us in accordance with clauses 20 and 21.
11.8 Interest payable on demand shall accrue from day to day on overdue amounts at the rate of 8% above the base rate of HSBC Bank Plc together with VAT if applicable.
11.9 We reserve the right to engage a third party debt collection agency in order to obtain any outstanding debt. Any additional charges generated as a result of this process will be payable by you.
12.1 You will not use the Service, and will take all reasonable precautions to ensure that no one (including you) uses the Service:
12.1.1 fraudulently or in connection with a criminal offence or in breach of any law;
12.1.2 to send, knowingly receive, upload, download or use any material which is or may be offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of any Intellectual Property Right, confidence, privacy or any other rights;
12.1.3 to cause annoyance, inconvenience or needless anxiety;
12.1.4 to spam or to send or provide unsolicited advertising or promotional material or knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party. We reserve the right to restrict or block any unsolicited email to or from you;
12.1.5 in an unlawful manner, in contravention of any legislation, laws, licence or third party rights or in contravention of our Acceptable Use Policy. We reserve the right to make an administrative charge as a result of abuse of any Acceptable Use Policies;
12.1.6 in a way that does not comply with any reasonable instruction that we have given you; or You agree that a breach of any of the provisions in this clause will comprise a material breach of contract, which may lead to suspension of the Service or ending the Agreement, in accordance with clause 17. You agree to indemnify and hold harmless Net Business Limited against any expense, loss or damages that we might suffer by reason of any breach by you of this clause.
12.2 If we think that your use of the Service may:
12.2.1 impair the security of the system and/or the network used to provide the Service; or
12.2.2 cause detrimental performance of the Service to you or any other Customer; we may suspend your access to the Service or parts of the Service in accordance with clause 17. If possible, we will give you prior notice if we do suspend your service pursuant to this clause.
12.3 Where we provide you with Services that involve providing storage space (temporary or otherwise), or transfer capabilities on our systems, we may impose limits (which we may vary from time to time) on the storage space, or transfer capability we provide to you in order to ensure the quality of the Service to you and any other Customer. We may suspend, reject or delete material that exceeds these limits. Information on these limits can be viewed in the FAQ ('frequently asked questions') section relating to the Service and available here. If possible, we will give you prior notice before taking action.
12.4 We may make available to you Software that enables you to use the Service. You must not copy, modify or distribute this Software (save only to the extent permitted by law). It is important that you only access the Service through this Software or in an alternative way permitted by us and you must not attempt to circumvent any security measures in the Service or software.
12.5 When we provide you with the Service and any associated Software, it is for your use only. Therefore, you must not re-sell, transfer, assign or sub-license the whole or any part of the Service or the associated Software to anyone else.
12.6 Certain Services are provided with data-transfer caps. You are responsible for all data-transfer and use of the Service, and are liable for all costs incurred as a result.
12.7 It is the Customer's responsibility to obtain and keep in force any licence necessary for the Customer to use the Service in any country in which it is provided.
12.8 The Service must not be used in any way that does not comply with the terms of any legislation or any licence applicable to the Customer or that is in any way unlawful.
13.1 As part of the Service, we may provide you with content, including applications, data, information, video, graphics, sound, music, photographs, software or any other material. This content may change over time.
13.2 The content we provide to you can only be used for your own purposes and may be protected by copyright, trademark and other Intellectual Property Rights. You are not allowed to copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the content.
13.3 Although we take precautions, we cannot guarantee the accuracy or completeness of the content. For this reason, your use of the content (for whatever purpose) is at your own risk.
13.4 Some of the content will have its own Terms and Conditions. These may be displayed online or elsewhere. If you access this content, you must comply with those Terms and Conditions. You should be aware that any content provided on a subscription basis as part of the Service will cease when this Agreement ends.
14.1 As part of the Service, you may be able to set up your own web site(s). If you choose to do this you are responsible for the material that you or anyone else puts on your web site(s). You agree to indemnify and hold harmless Net Business Limited in respect of any expense, loss, or damage which Net Business Limited may suffer by reason of the material on your web site.
14.2 Material on your web site(s) must not, and the use of it must not, in any way be unlawful. In particular, you must obtain all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant Intellectual Property Rights).
15.1 In general, when you visit our web sites and access information you remain anonymous. Before we ask you for information, we will explain how this information will be used. We will not provide any of your personal information to other companies or individuals without your permission or unless it is necessary to provide you with the Services and/or Equipment you request from us. In particular we may need to provide your name and delivery address to third parties that we use for the purposes of delivering specific Services and/or Equipment to you.
15.2 Some of our sites require registration to access. There are also occasions where we will ask for additional information. We do this to be able to better understand your needs, and provide you with Services that we believe may be valuable to you.
15.3 We will take appropriate steps to protect your privacy. Whenever you provide sensitive information (for example, a Credit Card number to make a purchase). we will take reasonable steps to protect it, such as encrypting your Card number. We will also take reasonable security measures to protect your personal information in storage. Credit card numbers are used only for payment processing and are not retained for marketing purposes.
15.4 Our web sites may provide links to third party web sites. Since we do not control these web sites, you are responsible for reviewing and abiding by the privacy policies of these third party sites.
15.5 If you would like to change your preferences for the electronic communication you receive from Net Business Limited, log into the Members Area.
15.7 If you feel your privacy has been breached, you can contact us via email.
For a comprehensive overview of our policies on personal information, please see the new section below entitled GDPR Data processing addendum.
17.1 We can suspend the Service in whole or in part, or end this Agreement (or both) at any time:
17.1.1 with immediate effect if you materially breach this Agreement or commit a series of non-material breaches of this Agreement;
17.1.2 with immediate effect if we have reasonable grounds to suspect that the Service is being used in a way described in clauses 12.1, 12.2 or 12.3, even if you do not know that the Service is being used in such a way;
17.1.3 upon reasonable notice if you breach this Agreement in any other way and fail to remedy the breach within a reasonable period of being asked to do so;
17.1.4 with immediate effect if bankruptcy or insolvency proceedings are brought against you, or you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation; or
17.1.5 with immediate effect if we have terminated your use of any Service previously provided to you due to your breach.
17.2 If we have suspended or terminated this Agreement under sub-clause 12.1 above, we will inform you of such suspension or termination as soon as is reasonably possible and provide details of why this action has been taken.
If we cannot do what we have promised in this Contract because of something beyond our reasonable control (including, without limitation, industrial disputes involving our employees), we will not be liable for this. If the events continue for more than three months, we can terminate this Contract immediately by giving you written notice. Please see paragraph 23 for your right to end this Agreement.
19.1 We will be liable if you are injured or die as a result of our negligence. We do not limit that liability by paragraphs 19.2 or 19.3 or in any other way.
19.2 We have no liability (whether in negligence or otherwise) for any loss not reasonably foreseeable by us when this Contract starts, nor any loss of opportunity, goodwill, reputation, business, revenue, profit, or savings you expected to make, wasted expenditure, data being lost or corrupted, loss or damage incurred by you as a result of third party claims or any indirect, special or consequential loss or damage howsoever caused.
19.3 Any liability we have of any sort (including liability for negligence) is limited to £250,000 for any event or related series of events and £500,000 for all events in any 12 month period.
19.4 You will indemnify us against any claims or legal proceedings which are brought or threatened against us by a third party because the Service is used in breach of these Conditions.
19.5 We do not have any liability of any sort (including liability for negligence) for the acts or omissions of other service providers, or for faults in or failures of their networks and equipment.
19.6 Each provision of this clause operates separately in itself and survives independently of the others.
20.1 This Agreement can be ended by:
20.1.1 us giving one month's notice to you; or
20.1.2 you giving one month's notice to us.
20.2 If we give you notice, you must pay the Charges applicable up to the end of that notice. If you give us notice, you must pay us the Charges that would have been due within the notice period.
20.3 If you give us notice that ends, or we end this Agreement under clause 17, during the period of the Agreement, you must pay us the relevant cancellation Charges set out in your Agreement.
20.4 If you give us notice that falls before the end of your current Agreement period because we have increased our Charges or materially changed the Conditions of this Agreement to your detriment, you may cancel in the period of time between the notice of the changes and the time the changes take place.
20.5 If you have paid any Charges for a period after the end of the Agreement we will either repay it or put it towards any money you owe us.
21.1 Any party wishing to give notice to the other under this Agreement must use one of the following mechanisms. No other form of communication will be accepted, unless specifically stated otherwise in this agreement:
21.1.1 To us: by e-mail or in writing to:
Customer Services21.1.2 To you: at the appropriate web site or email to the address provided to you as part of the service or by post to the address provided by you in the Customer Order.
Net Business Limited
95 Ditchling Road
22.1 We will make every effort to ensure that all prices and descriptions quoted on our Web site or in communications to you are correct and accurate. However, it is inevitable that mistakes will occasionally occur. In the case of a manifest error or omission, we will be entitled to rescind the Agreement, notwithstanding that we have already accepted your order and/or received payment from you. Our liability in that event will be limited to the return of any money you have paid in respect of the order. In the case of a manifest error in relation to price, you will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered.
22.2 A 'manifest error', as the term is used in paragraph 22.1 above, means, in relation to an incorrect price, a price quoted in error by us which you knew or should reasonably have known was quoted in error, for example, because the price was significantly lower than the usual market price for the Service in question and was not subject to a special offer.
Neither we nor you shall be considered to have waived any right under this Agreement because of failure or delay in exercising that right.
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
25.1 This Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.
25.2 Each Party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with this Agreement or the legal relationships established by or in connection with such Agreement.
26.1 Expiry policy
We will contact you approximately 2 months before your domain name is due to expire. If you have not confirmed to us your intention to renew, within 1 week prior to expiry we reserve the right to cancel the domain name on your behalf.
If you request that you no longer wish to have your domain name renewed by us, it will be left to expire and all services we provide regarding that domain name will be suspended. Your domain name will then go into a 30 day protected period, after 30 days your domain will be suspended and it will go into a 60 day grace period. If you change your mind and still wanted to retain your domain name, you still can and at the original renewal price. This must be requested by email before the 80th day after your domain has expired, after 90 days your domain will be cancelled and deleted from the register and made available for resale. Net Business Ltd. will not guarantee the renewal of a domain name after this happens.
26.2 .co.uk and .uk domains
UK domain names are registered through nominet.
At Net Business we adhere to nominet's terms and conditions as outlined here. By registering a .uk or .co.uk domain name with NET Business and agreeing to these terms and conditions we imply that you are also agreeing to the nominet terms and conditions.
26.3 Moving your domain name away from NET Business
If you ask us to transfer a name registered by NET Business to any third party we may charge you a £25 admin fee.
26.4 Abuse reports and complaints
If you are in any way unhappy about any aspect of NET Business' service or want to complain NET Business or any of our customer web sites please send your complaint in writing to firstname.lastname@example.org
We will respond within 5 working days.
If your complaint is specifically related to .uk or .co.uk domain names and you have not received a satisfactory response from NET Business then you are free, at any time, to to escalate your complaint directly to nominet.
26.5 Sharing personal information
We will as matter of course register domain names on your behalf using our company details as the relevant contact. If you choose to have your own details on the record please be aware that we will share your personal information with the relevant domain name registry.
The following data processing addendum informs you of our steps towards GDPR compliance and import information about your responsibilities and liability. Please read it carefully and address any concerns to email@example.com
This Data Processing Addendum (the "DPA") forms part of the Services Agreement (the "Agreement") between Net Business and the Client specified in the Services Agreement ("Client").
Client enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Client Affiliates, if and to the extent Net Business processes Personal Data for which such Client Affiliates qualify as the Controller. In providing the Services to Client pursuant to the Agreement, Net Business may Process Personal Data on behalf of Client, and the parties agree to comply with the following provisions with respect to any Personal Data. The Client that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Net Business under this DPA, and shall be entitled to transmit and receive any communication in relation to this DPA on behalf of its Client Affiliate(s).
Except as modified below, the terms of the Agreement shall remain in full force and effect. Capitalised terms not otherwise defined herein shall have the meaning set forth in the Agreement. In case of a conflict between the terms of the DPA and the Agreement, the terms of the DPA shall prevail. This DPA supersedes and replaces all prior agreements between Client and Net Business regarding the subject matter of this DPA.
In this DPA, the following terms shall have the meanings set out below: "Net Business" means Net Business Ltd. Net Business Ltd is a company registered in England and Wales, number 06781499 and its trading address is Aspire House, 31 Bootham, York, England YO30 7BT.
"Net Business" means Net Business and Net Business Affiliates (if any) engaged in the Processing of Personal Data. "Controller" means "controller" as defined in the GDPR. "Client Affiliate" means any of Client’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Client and Net Business, but has not signed its own Order with Net Business and is not a "Client" as defined under the Agreement.
"Data Protection Laws and Regulations" means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
"Data Subject" means the identified or identifiable person to whom Personal Data relates.
"EEA" means the European Economic Area.
"GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council 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.
"Personal Data" means "personal data" as defined in the GDPR that is subjected to the Services under Client's Agreement.
"Processing" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
"Processor" means "processor" as defined in the GDPR.
"Services" means the services provided by Net Business to Client as agreed in the Agreement.
"Sub-processor" means any Processor engaged by Net Business.
"Supervisory Authority" means an independent public authority, which is established by an EU Member State pursuant to the GDPR.
Net Business and the Client hereby enter into this DPA effective as of 25th May 2018 and continued use of our services after that date constitute acceptance of our terms including this DPA. This DPA is incorporated into and forms part of our Agreement with the Client.
27.1.1 Scope and Roles.
This DPA applies when Personal Data is Processed by Net Business as part of Net Business's provision of Services as agreed in the Agreement and the applicable Order. In this context, Client is the Data Controller and Net Business is the Data Processor with respect to Personal Data.
27.1.2 Client's Processing of Personal Data.
Client shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Client's instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Client acquired Personal Data.
27.1.3 Net Business's Processing of Personal Data.
Net Business shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Client's documented instructions as set forth in Section 2.
27.1.4 Details of the Processing.
27.1.5 Compliance with Laws. Each party will comply with all applicable laws, rules and regulations, including the Data Protection Laws and Regulations.
Net Business will process Personal Data only in accordance with Client's instructions. The parties agree that this DPA and the Agreement are Client's complete and final documented instructions at the time of signature of the Agreement to Net Business in relation to the Processing of Personal Data. Additional or modified instructions require a documentation similar to this DPA and any such instructions leading to additional efforts by Net Business beyond the scope of the Services agreed in the Agreement and the Order may result in additional service fees payable by Client that need to be documented in writing. Client shall ensure that its instructions comply with Data Protection Laws and Regulations and that the Processing of Personal Data in accordance with Client's instructions will not cause Net Business to be in breach of the GDPR.
27.3.1 Limitation of Access.
Net Business shall ensure that Net Business's access to Personal Data is limited to those personnel who require such access to perform the Agreement.
Net Business shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training in their responsibilities, and have executed written confidentiality agreements. Net Business shall ensure that such confidentiality agreements survive the termination of the employment or engagement of its personnel.
Net Business shall take commercially reasonable steps to ensure the reliability of any Net Business personnel engaged in the Processing of Personal Data.
27.3.4 Data Protection Officer.
Effective from 25 May 2018, Net Business shall have appointed, or shall appoint, a Data Protection Officer if Data Protection Laws and Regulations require such appointment. Any such appointed person may be reached at firstname.lastname@example.org
Net Business has implemented and will maintain technical and organisational measures for protection of the security (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss, alteration or damage, unauthorised disclosure of, or access to, Personal Data), confidentiality and integrity of Client Data.
27.5.1 Sub-processors. Client acknowledges and agrees that (a) Net Business's Affiliates may be retained as Subprocessors; and (b) Net Business and its Affiliates respectively may engage third-party Sub-processors in the performance of the Services. Net Business or its Affiliate has entered into a written agreement with each Subprocessor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such Sub-processor. Client hereby consents to Net Business's use of Sub-processors as described in this Section.
27.5.2 List of Current Sub-processors and Information about New Sub-processors.
Client may request a current list of Sub-processors for the Services at email@example.com.
27.5.3 Objection Right for new Sub-processors.
Client may object to Net Business's use of a new Sub-processor by notifying Net Business promptly in writing within 10 business days after Net Business's update in accordance with the mechanism set out in Section 5.2 above. In the event Client objects to a new Sub-processor, and that objection is not unreasonable, Net Business will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client's configuration or use of the Services to avoid processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Client. If Net Business is unable to make available such change within a reasonable period of time, which shall not exceed 30 days, Client may terminate the applicable Order(s) in respect only to those Services which cannot be provided by Net Business without the use of the objected-to new Sub-processor, on the condition that Client provides such termination notice within 90 days of being informed of the engagement of the Sub-processor as described in Section 5.2 above. Net Business will then refund Client any prepaid fees covering the remainder of the term of such terminated Order(s) following the effective date of termination with respect of such terminated Services. This termination right is Client's sole and exclusive remedy if Client objects to any new Sub-processor.
Net Business shall be liable for the acts and omissions of its Sub-processors to the same extent Net Business would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise agreed.
Net Business shall, to the extent legally permitted, promptly notify Client if Net Business receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure ("right to be forgotten"), data portability, object to the Processing, or its right not to be subject to an automated individual decision making ("Data Subject Request"). Taking into account the nature of the Processing, Net Business shall assist Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfillment of Client's obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Client, in its use of the Services, does not have the ability to address a Data Subject Request, Net Business shall upon Client's request provide commercially reasonable efforts to assist Client in responding to such Data Subject Request, to the extent Net Business is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Client shall be responsible for any costs arising from Net Business's provision of such assistance.
Net Business maintains a security incident management policy and shall notify Client without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed by Net Business or its Sub-processors of which Net Business becomes aware (a "Personal Data Incident"), as required to assist the Client in ensuring compliance with its obligations to notify the Supervisory Authority in the event of Personal Data breach. Net Business shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Net Business deems necessary and reasonable in order to remediate the cause of such a Personal Data Incident to the extent the remediation is within Net Business's reasonable control. The obligations herein shall not apply to incidents that are caused by Client or Client's users.
With effect from 25 May 2018, upon Client's request, Net Business shall provide Client with reasonable cooperation and assistance needed to fulfill Client's obligation under the GDPR to carry out a data protection impact assessment related to Client's use of the Services. Net Business shall provide reasonable assistance to Client in the cooperation or prior consultation with the Supervisory Authority (e.g. ICO) in the performance of its tasks relating to this Section.
At the choice of Client, Net Business shall return Personal Data to Client or delete Personal Data after the end of the provision of Services relating to Processing in accordance with the timeframe specified in the Agreement, unless applicable law requires storage of Personal Data.
Net Business will not move the Personal Data without Client's prior written consent or unless required to comply with applicable law.
The total and aggregate liability of each party under this DPA shall be subject to the exclusions and limitations of liability set out in the Agreement.
This DPA will become legally binding if the client has not requested and signed a personalised Data protection agreement and continues to use the service after 25th May 2018. The DPA shall continue in force until the termination of the Agreement.
Updated - 19 May 2018