UK Marketing Management LTD

Grosvenor House, 11 St Pauls Square

Birmingham B3 1RB
Tel. 0121 745 8290
[email protected]
Order Confirmation
Client
Name Muhammad Faraz Khan Order Date 04/01/2024
Address Yakuplu Mah, 54, SK. No:32 Purchase No.
Lc Kapi No 19, Beylikduzu, Istanbul Ref Universities
Turkey Contact Sherif Salah

Qty Description Unit Price TOTAL

Data to be processed on the basis of Legitimate Interest

Outright purchase
565 University professors - Engineering £0.53 £300.00
UK
1 File output £10.000 £10.00

Prepayment is required

SubTotal £310.00
Customers
Authorisation £0.00
VAT
Name:
TOTAL £310.00
Signature:
Position: Office Use Only
Date:

All UK Marketing Management Ltd orders are subject to our full terms and conditions. Payment in full is required prior to
delivery of data. Please note this order can not be cancelled . Data complies with current legislation as at date of this
order. Data queries must be brought to the attention of UK Marketing Management Ltd within 14 days of purchase. If
any of the above details are incorrect please contact us in writing within 24 hours of order.

Please sign and email back to: [email protected] Thank

you
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING

1. GENERAL

These terms and conditions are deemed to be incorporated in every contract entered into with UK Marketing Management
Ltd save where expressly varied in writing by the parties and supersede any buyer, licensee or renters Terms and
Conditions.

2. DEFINITIONS

In these terms and conditions which expression includes the Schedule and Appendices hereto the following words
and expressions have the meanings set out below, unless the context requires otherwise:

• In these conditions “UKMM” means UK Marketing Management Ltd.

• “Order Date” means the date you place an order for the Data or email broadcast.
• "Data" means information of any kind, however presented whether comprising words, numbers,
graphs, maps, pictures, sketches or otherwise in any other form and whether or not the Data which is
supplied or made available by us under this License, as the same is more particularly described in the
Order Confirmation form herewith;
• “Services” means any products, materials or services supplied by UKMM or its duly appointed Third Party
Agent or Data Supplier;
• “Brokering” means UKMM acting on behalf of the Data Supplier;
• "Data Supplier" a party who has supplied all or part of the Data to us with the right to sub-license its use or
to carry out an email broadcast;
• “Data Controller” determines the purposes for which, and manner in which processed data is
processed.
• “Data Processor” processes data on behalf of the Data Controller in accordance with Section 1 of the Data
Protection Act and the GDPR
• “GDPR” means the General Data Protection Regulation
• “Legitimate Interest” means the legitimate interest of You as the Data Controller to process personal data for
Direct Marketing purposes in accordance with the GDPR.
• "Direct Marketing" means any form of telephone sales, telephone marketing, direct mail, e-mail
marketing, market research or use of circulation list or fax marketing which is targeted at the end user
or business;
• "Material" means any lists of email addresses and any other information or Data or compilations of
data supplied by UKMM and includes any email lists, documents, labels, computer discs, tapes,
printouts-outs or other items on which such information is set out or in the form in which it is stored,
displayed, contained, compiled or transferred.
• "License" means the license between you and us, or you and the Data Supplier, upon these terms governing
your use of the Data.
• "Multiple Use" means repeated use on any number of occasions, within a defined time period;
• "Single Use" means use on one occasion only for one specific Direct Marketing campaign as may be more
particularly qualified in Schedule 1 if applicable;
• “Eternal Use” means you have bought the Data outright with no restrictions from the Data Suppliers
• "Third Party" means any individual, partnership, body corporate or other undertaking including any employees,
principals, agents clients or associated companies of you or us (as the context requires);
• "we" or "us" or "our" means UK Marketing Management Limited;
• "you" or “your” means you, the Licensee, or buyer, or renter

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB
www. ukmarketingmanagement.com
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING

3. LICENSE (rental) See Appendix 1 for Purchase.

Where a license to use the Data is agreed for a 12 month period, the following terms apply:-

3.1 UKMM hereby grants to the Licensee a personal, non¬exclusive License to use the Data strictly in
accordance with the provisions set out in the Order Confirmation hereto for Direct Marketing only

3.2 In consideration for the License granted herein the Licensee will pay the License Fee as set out in the Order
Confirmation

3.3 The License Fee does not include delivery, packing and insurance except where we indicate otherwise.

3.4 The time of payment of the License Fee shall be essential to this License. All payments shall be made in full without
deduction in respect of any set-off or counterclaim.

3.5 Unless otherwise expressly stated in writing payment of the full License Fee shall be due to us on the date of
the invoice.

3.6 We are entitled to charge VAT at the current rate from time to time whether or not it is included in the quotation or
invoice.

3.7 If you fail to make payment of the License Fee by the due date, then without prejudice to any other right or
remedy available to us, we shall be entitled to charge interest at the rate of 5% above Barclays Bank Plc. base
rate, from the date of invoice, until you pay in full, calculated on a daily basis.

3.8 Without prejudice to our other rights, failing to make any payments due to us will entitle us, at our sole
discretion, to suspend this License without incurring any liability to you for any loss caused by any such
suspension.

3.9 You agree to a small number of seed names being included in the data to monitor usage.

3.10 Quotations for the number of records included in the Data are approximate only and may change without
notice.

3.11 Where UKMM is brokering the Data on behalf of the Data Supplier it accepts no personal responsibility
for any such Data. UKMM relies upon the description of the Data accorded to it by the Data Supplier. Whilst
every effort is made to supply accurate information, UKMM does not guarantee results of any mailing,
telephone campaign, fax or email broadcast in the event of failure

4. SINGLE USE

Where UKMM agree to supply Data to you on a single use basis the following terms apply:

4.1 You warrant that the purpose for which the Data is to be used is only as stated in the Schedule.

4.2 If this is a Single Use License you undertake that on completion of the use of the Data, you will return to us or at our
option destroy the Data

4.3 You agree not to copy, keep, reuse, disclose or disseminate any Data supplied in anyway without prior permission
in writing having been obtained by UKMM or the Data Supplier.

4.4 You agree to a small number of seed names being included in the data to monitor usage.

4.5 Quotations for the number of records included in the Data are approximate only and may change without
notice.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING
4.6 Where UKMM is brokering the Data on behalf of the Data Supplier it accepts no personal responsibility for
any such Data. UKMM relies upon the description of the Data accorded to it by the Data Supplier. Whilst every
effort is made to supply accurate information, UKMM does not guarantee results of any mailing, telephone
campaign, fax or email broadcast in the event of failure

DELIVERY

5.1 Delivery dates are estimates given by UKMM or the Data Supplier in good faith at the time of contact but
are not guaranteed and are subject to change without notice. UKMM uses its best endeavors to meet all
delivery dates

5.2 If we agree with you to deliver the Data any cost of carriage, package, postage and insurance in transit will be
added to the License Fee and you must notify us in writing within 7 days of delivery of any shortage of or damage to
the Data.

5.3 The right to use the Data shall pass upon payment by you and not delivery by UKMM.

6. PAYMENT

6.1 VAT will be payable upon the price of Data and Services whether or not mentioned.

6.2 100% of the price along with the VAT on such will be paid by you upon the placing of the order.

6.3 In the event that payment of the price in full is not made to UKMM at the time stipulated, and the services
are rendered to you, interest on the balance outstanding will become immediately payable at the rate of 2.5%
per month or part thereof until such payment is received by UKMM.

7. PRICES

Unless UKMM otherwise agrees in writing:

7.1 All prices charged for data and services will be in accordance with UKMM pricing documentation, and any errors or
omissions are exempt. You will have been provided with such pricing prior to the order and are deemed to have
knowledge thereof.

7.2 Prices quoted prior to acceptance of the order are subject to alteration without notice.

7. 3 Additional charges shall be payable for limited or additional Services.

7.4 All handling and delivery are charged to you.

8. E-MAIL ADDRESS RENTAL & BROADCASTING

8.1 UKMM, the Data Supplier or a Third Party Agent will broadcast the email message as soon as possible
following the acceptance of the Order Confirmation by you. In the event that a date of broadcast is agreed
between UKMM and you, UKMM shall use its reasonable endeavors to ensure that the broadcast occurs on the
agreed date. However, UKMM accepts no responsibility for loss or damage which may result from its failure to
broadcast the email on the agreed date.

8.2 If you wish us to exclude certain criteria from our range of criteria you must provide a suppression file to us
that clearly states your requested exclusions prior to the Order Date. 8.3 If you wish us to exclude general e-
mail addresses from the e-mail Data field you must request this prior to the Order Date.

8.4 You will submit to UKMM the proposed email communication at least 3 working days before the date on which
the broadcast is required. UKMM will, where necessary submit the mail pieces or other items to the Bodies
responsible for administering the Codes of Practice for their advice and guidance as to compliance with the
Codes. The decision of those bodies shall be accepted by UKMM, and no claim shall be made for damage or
consequential loss as result of their decision.
UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB
www. ukmarketingmanagement.com
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING
8.5 We are not responsible or liable for e-mail addresses that prove to be undeliverable save that where the
number of undeliverable addresses exceeds the Undeliverables Threshold and subject to you providing proof of
non-delivery within 14 days of the Order Date, we will endeavor to provide additional e-mail addresses on a like for
like basis to maintain the Undeliverables Threshold. UKMM's obligations shall not apply where you decide to use a
method of delivery that has not been approved in writing by UKMM.

8.6 We reserve the right to require you to cease or modify use of the e-mail Data where we discover that the
content of e-mails sent by you is in our reasonable opinion inappropriate or you have misled us about the
content

8.7 Where you procure the use of the e-mail Data to send e-mails, you must ensure that the recipient is given
a simple means to opt-out of receiving further communications and you must forward to UKMM the details of
any recipients who do exercise their right to opt-out including any comments that may be made by such
recipients in an excel or comma separated format.

8.8 Where an email broadcast is undertaken using Data supplied by you, you must ensure that the Data is
Opt-in, where opt-in is defined as an email address for which the addressee, with adequate prior notice, has
given his or her explicit consent to receive promotional Materials via email from you and you Third Party
Agents. Adequate prior notice means the addressee has been notified in a conspicuous manner that a) his
or her consent may result in the receipt of promotional Materials including of the kind actually sent, and b)
Third Party Agents use of addressees email address are subject to Third Parties privacy policy. Explicit
consent means the addressee has taken some affirmative action giving You permission to send promotional
Materials to addressee and, absent such action, addressee will not receive any promotional Materials under
this agreement. Where your data is used You should have records which evidence this affirmative action
which it will show to UKMM upon written request.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The copyright and/or data base right and all other intellectual property rights in the Data are, shall be and remain our
property, or the property of our Data Supplier.

9.2 Where any of the Data is derived from information supplied to us by a Data Supplier you acknowledge the
rights of the Data Supplier and that you will not acquire any rights in relation to such information derived from
the Data Supplier's database or other intellectual property rights including, without limitation copyright, data
base right, trade marks, service marks or get up other than expressly granted in this License.

10. CONFIDENTIALITY

10.1 We acknowledge a duty not to disclose without your permission any confidential information resulting
from studies or surveys commissioned and paid for by you and any data given to us by you concerning your
customer and prospect database.

10.2 Any information and documents (including financial information and information relating to our
intellectual property) disclosed by us to you shall be and remain confidential and you shall not disclose it to
any person without our written authority.

10.3 The Data supplied to you under this License is supplied in strict confidence and for your internal business
use only. You warrant and undertake not to transmit or otherwise reveal such information to any person not
employed in your own business in any form or manner. You may, with our prior written consent supply lists of
addresses or parts of such lists to agents for addressing correspondence provided that you procure that any
such agents comply with all the restrictions contained in this License. You will not without our prior written
consent ask for the Data knowingly for the use of others or willfully or negligently permit such requests to be
made by others.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING

10.4 You may not make any copies of the Data other than one copy of the Data for archiving purposes. You
must store the Data separately from other data in a secure environment. You must not permit any other
person to copy the Data.

10.5 You may disclose part of the Data to any of your customers only as necessary to do so by law. You agree
to indemnify us on a full and unqualified basis for any loss or damage whatsoever caused by breach of this
clause 5 by you.

10.6 You warrant that you will inform all persons employed by you who have access to the Data of the restrictions and
obligations under the terms of this License and procure compliance by them.

10.7 You will keep the Data confidential and require your employees to do likewise. You will at all times take all
reasonable steps in relation to your employees, authorised or duly appointed agents to ensure that no Third
Party reproduces or publishes the Data. You will neither during nor after the subsistence of this License,
disclose the Data to your customers or any Third Party except in accordance with the terms of this License.

10.8 Your obligations of confidentiality set out in this License shall not apply to any information, which was
already legitimately in the possession of the recipient, or is subsequently obtained from a Third Party which
did not obtain the same under conditions of confidentiality.

10.9 You agree to notify us immediately upon becoming aware of any unauthorised use of the Data.

11. RESTRICTIONS

11.1 You will ensure the Data is not used as a component of a product marketed by you to compete with a
product of ours or of a Data Supplier and in particular will not use or permit the use of the Data for any
purposes connected with the business of publishing directories (local, regional or national) on printed or
electronic media whose content is primarily either classified advertising or "white pages" (ie name, address,
telephone number data) listings or to provide or enable the provision of a telephone directory enquiry service
to the general public. 11.2 You may use the Data only for Direct Marketing and are not permitted to include
the Data in any product or service that you sell.

11.3 We may mark the Data to show our and our Data Supplier’s proprietary rights in respect of the Data by, for
example, placing notices of our or the Data Supplier’s copyright conspicuously on products incorporating the Data. You
will ensure that such notices remain incorporated.

11.4 We and/or the Data Supplier may insert a number of seed (dummy) records into the Data for the purpose of ensuring
that no breaches of this License occur and you agree not to delete or alter such records.

12. ADVERTISING STANDARDS AND DATA PROTECTION

12.1 We will endeavour to comply with the British Codes of Advertising and Sales Promotion and with the
DMA UK Direct Marketing Code of Practice and other codes of advertising standards laid down on a self-
regulatory basis.

12.2 Nothing in these Terms relating to the confidentiality or secrecy of the Data shall prevent or hinder either us or you from
complying with our legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data
Protection Act 1998.

12.3 You will ensure that any use to which the Data is put complies with the current regulations of the Post
Office and the Universal Postal Union and with the current codes of practice of any applicable regulatory
bodies.

12.4 You will provide a list warranty confirming that any data supplied to us has been appropriately obtained and is
registered under and complies with the Data Protection Act 1998.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING

13. WARRANTY

13.1 We warrant that any services we provide to you will be provided in a good and workmanlike manner.
Where the Material is a disk or tape, we warrant that the disk or tape will be free from material defects in
material and workmanship for a period of 90 days from delivery. We will replace free of charge any disk or
tape which is defective if you return the disk or tape to us at your risk and expense within the 90- day period.
We are not liable for any defect if it is caused by wear and tear, or intentional damage, or failure to follow
instructions. 13.2 We do not warrant that the Data shall be fit for any particular purpose.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
 UK Marketing Management Ltd
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING

14. LIMITATION OF LIABILITY

14.1 Time for us to perform any obligations is not and may not be made of the essence.

14.2 Notwithstanding anything contained in this License, except in respect of death or personal injury caused
by our negligence, we will not be liable for any consequential, economic, or indirect loss including but not
limited to loss of profits, loss of revenue, loss of contracts, loss of anticipated savings, arising in any way in
connection with the supply or non-supply of the Data to you.

14.3 Whilst we attempt to ensure that the Data is accurate and complete, by reason of the immense quantity of
matter dealt with in providing and in compiling the Data and the fact that part of the Data may be supplied by
sources not controlled by us, which cannot always be verified, as well as the possibility of negligence or
mistake, we do not guarantee the correctness or accuracy of the Data and you agree not to hold us responsible
for any error therein or omissions therefrom. 14.4 Save in respect of death or personal injury due to our
negligence for which no limit shall apply, our aggregate liability under this License for any one cause of action or
series of connected causes of action shall not exceed one and a half times the License Fee paid.

15. TERMINATION

15.1 We shall be entitled (without affecting any other rights we may have) immediately to suspend or
terminate this License if: 15.2 you commit any breach of this License and fail to remedy that breach (if it is
capable of remedy) within a period of 30 days from receiving notice in writing from us requesting remedy; or

15.3 your business becomes subject to legal distress or execution; or

15.4 you offer to make any arrangements with your creditors or become bankrupt or being a limited company have a
receiver, administrative receiver or administrator appointed over the whole or part of the property; or
15.5 any order is made or a resolution is passed or proceedings are taken for your winding up; or 15.6 you

cease to carry on or threaten to cease to carry on all or a substantial part of your business.

16. FORCE MAJEURE

We shall not be liable to you or be deemed to be in breach of the Terms by reason of any delay in performing, or any
failure to perform any of our obligations in relation to the provision of the Services if the delay or failure was due to any
cause beyond our reasonable control.

17. NOTICE

Notices may be given by either of us to the other by sending them to the registered office of the other party. Any such notice
will be valid if sent by first class post or fax and deemed to be received on the second business day following posting or
transmitting.

18. ENTIRE AGREEMENT

This contract comprises the entire agreement between the parties and there are not any agreements,
understandings, promises or conditions, oral or written, expressed or implied, concerning the subject matter
which are not merged into this contract and superseded hereby. This contract may be amended in the future
only in writing executed by the parties.

19. LAW AND JURISDICTION

This License is governed by and interpreted in accordance with English law at the date of the order. The parties
agree that the English courts will have non-exclusive jurisdiction to hear any disputes relating to this License. Any
data supplied is compliant with legislation at the date of the order. Changes to legislation subsequent to the date
of data delivery are Your responsibility
UK Marketing Management Ltd
UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB
www. ukmarketingmanagement.com
 STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF DATA AND EMAIL BROADCASTING

APPENDIX 1

1. PURCHASE

1.1 Where data is provided on an outright purchase basis you will receive a copy of the file for your unlimited usage. Changes to
legislation regarding use of the Data are Your responsibility, and not the responsibility of UK Marketing Management Ltd or its Data
Suppliers

2. DATA PROCESSING

2.1 For the purposes of these terms and conditions, UKMM are Data Processors and not Data Controllers, and do not exercise any
control over what personal data is collected initially.

2.2 The Data is supplied on the basis of Legitimate Interest as set out in Recital 47 of the General Data Protection
Regulations (GDPR). This is understood to be the purpose for which the processed data is to be used by the buyer, renter
or license. This means You process the data on the legal basis of Legitimate Interest after firstly informing the Data
Subjects of your Fair Processing Notice and Privacy Policy. You will carry out Impact Assessments prior to processing the
Data and in all cases adhere to the GDPR.

2.3 The Data Controllers are the Data Suppliers and End Users/Licensees of the Data supplied.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
APPENDIX 2

UK Marketing Management Ltd requires all data processors or any company processing data supplied by us to
abide by the following terms:

Any company or Processor Located or not located in the EU, where the processing activities are related to either
the offering of goods or services to data subjects in the EU will need to abide by GDPR and these terms.

This contract is for the agreed term and all data supplied by UK Marketing Management Ltd will be erased after
the term unless you have gained consent from the data subject. UK Marketing Management Ltd request that you
as the data processor have the following in place:

All data supplied by UK Marketing Management Ltd will be kept secure

You will not use a sub processor without prior written permission from UK Marketing Management Ltd and any
sub processor you will ensure has suitable security and GDPR compliance in place

Data supplied by UK Marketing Management Ltd will be used in compliance with the relevant Data Protection
Authority

You must report any data breaches to UK Marketing Management Ltd (where UK Marketing Management Ltd is
the processor or the controller) without delay

You will appoint a Data Protection Officer (that will be named on all future orders)

You will maintain a record of all processing activities

You will comply with EU transborder data transfer rules

You will help UK Marketing Management Ltd to comply with data subject’s rights including but not limited to
downloading and suppressing names of all data subjects who have requested removal at least every 28 days.

Not to call any phone numbers flagged with CTPS.

You will assist UK Marketing Management Ltd to manage the consequences of data breaches.

You must delete or return all personal data at the end of the contract at the choice of the Controller; and inform
UK Marketing Management Ltd on completion

You must inform the Controller if the processing instructions infringe GDPR.

UK Marketing Management Ltd reserves the right to audit how and where data supplied is managed and as such
may conduct regular checks to ensure compliance and data security.

Where you act as the joint data controller such as the amendment, enhancement of the original data supplied by
UK Marketing Management Ltd you will need to apply a data audit and determine your application of compliance
along with the above terms will apply to any data processor you share data with. These Terms will be checked and
updated on a regular basis to ensure compliance.

UK Marketing Management Ltd will email your data protection officer to keep you updated of any changes.

If you have any questions contact [email protected]

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
29.12.2004 EN Official Journal of the European Union L 385/77

ANNEX

‘SET II
Standard contractual clauses for the transfer of personal data from the Community to third countries (controller
to controller transfers)
Data transfer agreement

between

UK Marketing Management Ltd for US

Marketing Management Inc.

9 Ivy Way, Dickens Heath, Solihull. B90 1RR

hereinafter “data exporter”)

and
(name)

_______________________________________ (address and country of establishment)

hereinafter “data importer”

each a “party”; together “the parties”.

Definitions
For the purposes of the clauses:

(a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject”
and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995
(whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter
is established);

(b) “the data exporter” shall mean the controller who transfers the personal data;

(c) “thedata importer” shall mean the controller who agrees to receive from the data exporter personal data for further
processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring
adequate protection;

(d) “clauses”
shall mean these contractual clauses, which are a free-standing document that does not incorporate
commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of
the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that:

(a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the
data exporter.

(b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under
these clauses.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
 (c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to
them (where relevant, and not including legal advice) of the country in which the data exporter is established.

UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB

www. ukmarketingmanagement.com
L 385/78 EN Official Journal of the European Union 29.12.2004

(d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by
the data importer, unless the parties have agreed that the data importer will so respond, in which case the data
exporter will still respond to the extent reasonably possible and with the information reasonably available to it if
the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under
clause III, unless the clauses contain confidential information, in which case it may remove such information. Where
information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their
right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of
the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to
respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of
the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that:

(a) It will have in place appropriate technical and organisational measures to protect the personal data against
accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which
provide a level of security appropriate to the risk represented by the processing and the nature of the data to be
protected.

(b) It will have in place procedures so that any third party it authorises to have access to the personal data, including
processors, will respect and maintain the confidentiality and security of the personal data. Any person acting
under the authority of the data importer, including a data processor, shall be obligated to process the personal
data only on instructions from the data importer. This provision does not apply to persons authorised or required
by law or regulation to have access to the personal data.

(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would
have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data
exporter (which will pass such notification on to the authority where required) if it becomes aware of any such
laws.

(d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the
warranties and fulfil the undertakings set out in these clauses.

(e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries
concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data
subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of
the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance
with the provisions of clause I(e).

(f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient
to fulfil its responsibilities under clause III (which may include insurance coverage).

(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and docu-
mentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent
or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the
data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable
UK Marketing Management Ltd Grosvenor House, 11 St Pauls Square, Birmingham. B3 1RB
www. ukmarketingmanagement.com
 notice and during regular business hours. The request will be subject to any necessary consent or approval from
a regulatory or supervisory authority within the country of the data importer, which consent or approval the data
importer will attempt to obtain in a timely fashion.

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29.12.2004 EN Official Journal of the European Union L 385/79

(h) It will process the personal data, at its option, in accordance with:

(i) the data protection laws of the country in which the data exporter is established, or

(ii)the relevant provisions (1) of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC,
where the data importer complies with the relevant provisions of such an authorisation or decision and is
based in a country to which such an authorisation or decision pertains, but is not covered by such
authorisation or decision for the purposes of the transfer(s) of the personal data (2), or

(iii) the data processing principles set forth in Annex A.

Data importer to indicate which option it selects: _______________________________________

Initials of data importer: ___________________________________________________________ ;

(i) It will not disclose or transfer the personal data to a third party data controller located outside the European
Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i) the third party data controller processes the personal data in accordance with a Commission decision
finding that a third country provides adequate protection, or

(ii) the third party data controller becomes a signatory to these clauses or another data transfer agreement
approved by a competent authority in the EU, or

(iii) data subjects have been given the opportunity to object, after having been informed of the purposes of the
transfer, the categories of recipients and the fact that the countries to which data is exported may have
different data protection standards, or

(iv) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the
onward transfer

III. Liability and third party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as
between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a
party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages
it causes by any breach of third party rights under these clauses. This does not affect the liability of the data
exporter under its data protection law.

(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and
clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the
data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and
accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations
of breach by the data importer, the data subject must first request the data exporter to take appropriate action to
enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period
(which under normal circumstances would be one month), the data subject may then enforce his rights against the
data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use
reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the
data exporter shall have the burden to prove that it took reasonable efforts).

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(1) “Relevant provisions” means those provisions of any authorisation or decision except for the enforcement provisions of any author-
isation or decision (which shall be governed by these clauses).
(2) However, the provisions of Annex A.5 concerning rights of access, rectification, deletion and objection must be applied when this
option is chosen and take precedence over any comparable provisions of the Commission Decision selected.

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L 385/80 EN Official Journal of the European Union 29.12.2004

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the
exception of the laws and regulations relating to processing of the personal data by the data importer under clause
II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the
personal data against either or both of the parties, the parties will inform each other about any such disputes or
claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data
subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such
as by telephone or other electronic means). The parties also agree to consider participating in any other
arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of
the authority which is final and against which no further appeal is possible.

VI. Termination

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may
temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract
is terminated.

(b) In the event that:

(i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for
longer than one month pursuant to paragraph (a);

(ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory
obligations in the country of import;

(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under
these clauses;

(iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s
country of establishment or of the authority rules that there has been a breach of the clauses by the data
importer or the data exporter; or

(v) a petition is presented for the administration or winding up of the data importer, whether in its personal or
business capacity, which petition is not dismissed within the applicable period for such dismissal under
applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in
bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is
commenced by it; or any equivalent event in any jurisdiction occurs

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 then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be
entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered
by (i), (ii), or (iv) above the data importer may also terminate these clauses.
29.12.2004 EN Official Journal of the European Union L 385/81

(c) Either party may terminate these clauses if (i) any Commission positive adequacy decision
under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the
country (or a sector thereof) to which the data is transferred and processed by the data importer,
or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such
country.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and
for whatever reason (except for termination under clause VI(c)) does not exempt them from
the obligations and/or conditions under the clauses as regards the processing of the personal
data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which
case they will inform the authority where required. This does not preclude the parties from adding
additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that
Annex B may contain confidential business information which they will not disclose to third
parties, except as required by law or in response to a competent regulatory or government agency,
or as required under clause I(e). The parties may execute additional annexes to cover additional
transfers, which will be submitted to the authority where required. Annex B may, in the alternative,
be drafted to cover multiple transfers.

Dated: 10 th September 2020

FOR DATA IMPORTER FOR DATA EXPORTER

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