Terms & Conditions
These Terms and Conditions were last modified on: 15/05/2019.
THESE TERMS AND ANY RELEVANT SPECIFIC TERMS GOVERN YOUR USE OF THE SITE AND USE OF OUR INTERNET-BASED COMPLIANCE MANAGEMENT SOFTWARE SERVICES. THESE TERMS AND ANY RELEVANT SPECIFIC TERMS ARE SUBJECT TO CHANGE AT ANY TIME AT KITCHTECH’S DISCRETION AND YOU ARE ENCOURAGED TO REVIEW THE MOST CURRENT TERMS AND ANY RELEVANT SPECIFIC TERMS EACH TIME YOU VISIT OUR SITE. YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE CHANGES. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT USE OR ACCESS THE SITE OR USE OUR SERVICES.
KitchTech has developed a software management system to provide a HACCP compliance solution for businesses (the “KitchTech Software”).
Your subscription for an Account (as defined below) with us includes the following services (the “Services”):
- Access to and use of the KitchTech Software
- Storage of your data (“Account Data”)
- Reasonable support during business hours (we aim to respond to your queries within 48 hours, but have no obligation to do so)
- If requested One (1) onsite 30-minute training session for a maximum of 5 people
Schedule 1 of these Terms sets out our and your obligations as data processor and data controller respectively pursuant to applicable data protection legislation and govern our processing of personal data in the course of providing the Services to you. Please read Schedule 1 carefully. By using the Site and/or the Services, you agree to be bound by the terms of Schedule 1.
We reserve the right to amend the Services to comply with any applicable law or regulatory requirement, and we shall notify you in that event.
See details of our Service Plans below.
LIMIT OF SERVICES
We provide no warranty that your availing of the Services will ensure that you are HACCP compliant. The Services are limited to our providing access to the Kitchtech Software, however it shall remain your obligation at all times to ensure HACCP compliance and we assume no liability in this regard.
To obtain full access to the Site and our Services, you will be required to complete our registration process (the “Order”). You will be asked to (a) provide certain registration details or other information; (b) to establish an account specific to you (“Account“) by choosing a Service Plan and pricing set forth at https://www.kitchtech.ie/#pricing. By signing up for your Account, you agree to pay the fees designated for the Service Plan you have selected (“Service Fees“).
The Order constitutes an offer by you to purchase Services in accordance with these Terms. The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point and on which date the Account shall come into existence.
Any samples or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures, or on the Site are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Terms or have any contractual force.
To create your Account, to login to the Site, and/or to participate in any Services offered by the Site, you must qualify for and agree to the conditions set forth below. Failure to comply with any of the following conditions constitutes a breach of these Terms and may result in the termination of your Account and authorization to use the Site and the Services. Specifically, you agree that:
- You have full legal capacity and authority to enter into this agreement (KitchTech will be under no obligation to verify this and will rely on this representation from you);
- You will cooperate with KitchTech in all matters relating to the Services before the date on which the Services are to commence;
- You will ensure that the terms of the Order are complete and accurate;
- You will obtain and maintain all necessary, licences, permissions and consents which may be required for the Services;
- All information that you provide in your registration form/during our registration process with us for the purposes of establishing your Account is true and correct and you will promptly notify us of any changes to such information;
- Your Account is for your sole use only and must not be used by any third party, other than your employees, officers and agents. You shall not allow any third party to use your Account, password, login, or user ID to access or use the Site, to arrange, enter, and/or participate in Services, or for any other purposes. We take no responsibility for any third-party access to your Account. You shall notify us promptly of any unauthorized use of your password and identification and/or breach.
- You accept responsibility for all activities that occur under your Account, user ID, or password and all such use shall be deemed to be authorized by you;
- You are responsible for the accuracy and completeness of all data that is recorded by you on the system using the KitchTech Software;
- You have verified and determined that your use of the Site and the Services does not violate any law or regulation in any jurisdiction that applies to you. It is your sole responsibility to ensure that this is the case;
- You will not use the Site or the Services for fraudulent or otherwise illegal purposes;
- You will not mask your identity in any way, including without limitation, IP masking or accessing the Site over any type of proxy server; and
- You will ensure that all use of your Account fully complies with these Terms.
Your Account must be registered under your current full legal name, your email address, and your current business address. It is your responsibility to keep your e-mail address current. If you need to update your email address, please contact us at email@example.com.
To access the full functions of the Site and use the Services, you must have a valid Account established and meet all the conditions described throughout these Terms.
VERIFICATION OF ACCOUNT INFORMATION
We reserve the right (but do not undertake the obligation) to conduct a review, at any time, to validate your Account information and/or to ensure that your participation in the Site and use of the Services does not breach these Terms and/or any applicable law. You authorize us and our agents to make any inquiries of you and for us to use and disclose to any third party we consider necessary to validate this information. To facilitate the foregoing validation, you agree to provide sufficient information or documentation as we, in our discretion, may request. If you do not provide such information within thirty (30) days of our request, if your responses are incomplete or otherwise insufficient, or if we cannot verify the information applicable to your Account, your Account may be terminated.
We may perform a credit check on you before agreeing to supply Services to you or at any time during which you are using our Services.
In connection with the Services, we may supply certain equipment to you (such as tablets, sensors etc.) hereinafter referred to as the “Equipment”.
The Equipment will be charged at our list price as set out on the Site, or as agreed in writing with you.
You will own the Equipment from the date that it is delivered to you, and will be responsible for the risk of loss, theft, damage or destruction of the Equipment from that date. It is your responsibility to make sure that the Equipment is properly maintained and operated.
You acknowledge that KitchTech gives no representation, warranty, guarantee or assurances of any kind whatsoever as to the merchantability and/or fitness for purpose of the Equipment, and you acknowledge that KitchTech will have no liability of any kind whatsoever to you or to any third party in respect of the Equipment or any failure of the Equipment or any damage to the Equipment, and that your sole recourse in respect of the Equipment shall be directly to the manufacturer.
We offer the following service plans (the “Service Plans”):
Annual Service Plan: This service plan has a minimum fixed term of 12 months commencing on the date that the Services commence. At the end of each 12-month period your subscription will automatically renew for a further fixed 12 month period unless cancelled by you by not less than three (3) months’ notice prior to the Renewal Date (as defined below). See directions for cancelling your account below.
Monthly Service Plan: This service plan runs from month-to-month from the date of commencement. At the end of each month your subscription will automatically renew for a further period of one month unless cancelled by you by not less than one months’ notice prior to the Renewal Date (as defined below). See directions for cancelling your account below.
To provide continuous service, we automatically renew all paid subscriptions upon expiration (“Renewal Date“), being in the case of an Annual Service Plan, the end of the relevant 12-month period, and in the case of the Monthly Service Plan, at the end of the month.
By using the Site or the Services, you acknowledge that your Account will be subject to the above-described automatic renewals. In all cases, if you do not wish your Account to renew automatically, please follow the directions set out under the “Termination or Cancellations of Accounts ” section of these Terms.
At our discretion, we may offer a 30-day trial period of the Services in return for a deposit. Your use of the Site and the Services during any such trial period shall be governed by these Terms and you must ensure that you and your employees, officers and agents comply with these Terms at all times. If you are not complying with these Terms, we may suspend or terminate the trial period with immediate effect without any further notice to you and from that date you will have no further access to the Services or to your Account. Your Account Data will be returned to you or destroyed as you may request. If we do not receive any response from you, we may destroy your account data after a reasonable period. You acknowledge that we shall not be liable to you or to any third party for the deletion of your Account Data in these circumstances.
Unless cancelled not less than 5 days before the trial period is due to expire, the trial period will automatically renew on the expiry date and your subscription will continue as a Monthly Service Plan (unless otherwise agreed with us) subject to and on the conditions set out in these terms, including in relation to the payment of the Service Fees.
Fees for the Service (“Service Fees”) will be charged in accordance with our current price list which you can find at https://www.kitchtech.ie/#pricing, or as we may agree with you in writing.
All amounts payable by you under this agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this agreement by us to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
We may amend our Service Fees and price lists at any time with thirty (30) days’ notice which will be posted on our website.
All Service Fees and fees for Equipment are charged and payable in advance. See payment terms below.
OWNERSHIP & LIMITED LICENSE
For so long as you are our customer and paying the Service Fees required by these Terms, in connection with the Services, KitchTech grants to you a non-exclusive, non-transferrable, revocable, right to use the Site and the KitchTech Software, subject to the restrictions set forth in these Terms and any other restrictions communicated by us in writing. Nothing in these Terms shall prohibit KitchTech from providing our Services to others, including your competitors.
Subject to the limited rights expressly granted hereunder, we reserve all rights, title, and interest in and to the Site, the KitchTech Software and our Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
You agree not to reproduce, duplicate, copy, modify, sell, resell, decompile, reverse compile, disassemble, reverse engineer the Site or the KitchTech Software, or exploit in any manner whatsoever or any portion of the Services, use of the Services, or access to the Services.
RESTRICTIONS ON USE
You may use the Site only for purposes expressly permitted by the Site.
Payments to us for Service Fees for your Account must be made using means of payment that we may approve from time to time.
We currently require payments be made by credit card or direct debit (where this is authorised by us in writing as a payment method) through an intermediary payment service.
Payments are not refundable for any reason.
You will be charged in advance for Services on the Billing Date.
- If you sign up to the service as a monthly subscriber, you will be charged on the day you sign up to the service “Commencement Date”.
- If your commencement date is between the 1st and the 15th day in the month, we will charge you on the Commencement Date and then again on the 28th of that same month in payment for the following month.
- If your Commencement Date is between the 16th and the 31st day in the month, we will charge you on the Commencement Date and then again on the 28th of the next month in payment for the following month.
- Going forward, you will then be charged on the 28th of the month “Billing Date” for the following month.
- If you sign up to the service as an annual subscriber, you will be charged on the day you sign up to the service “Commencement Date”.
- You will then be charged for the following year on the 28th of the anniversary month the “Billing Date” of your subscription.
If we do not receive the full amount of your Service Fees within fifteen (15) days of the Billing Date, a late payment charge of one and a half percent (1.5%) per month may be added to your bill and immediately become due and payable. You agree to pay us all reasonable legal fees and costs incurred by us to collect any past due amounts. Your Account will be deactivated without further notice if payment is past due, regardless of the amount. If you do not pay the outstanding balance or otherwise contact us regarding reactivating your Account within thirty (30) days, we may suspend or terminate your Account.
All Service Fees and amounts due in respect of or in connection with the Services shall be paid without deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify any such withholding in whole or in part. We may, without limiting our other rights or remedies, set-off any amount owing to us by you against any amount payable by us to you.
We may change our Service Fees at any time with thirty (30) days’ notice.
Any failure by you to honor charges or requests for payment will result in immediate termination of your Account and may result in civil claims against you.
PROCESSING OF ACCOUNT PAYMENTS
We may use third-party electronic payment processors and/or financial institutions (“ESPs”) to process financial transactions. You acknowledge that each ESP has its own terms and conditions of use and that we are not responsible for said terms and conditions. In the event or conflict between these Terms and the ESP’s terms and conditions regarding the Site or the Services, these Terms shall prevail.
TERMINATION OR CANCELLATION OF ACCOUNTS
We may terminate these Terms, terminate your access to all or part of the Site and/or Services, or suspend any user’s access to all or part of the Site and/or Services, at any time, without notice to you, if we believe, in our sole judgment, that you, or any user connected to you, have breached or may breach any term or condition of these Terms, if we believe it is required by law, or otherwise. We may delete any Account Data or other materials relating to your use of the Site and/or our Services on our servers or otherwise in our possession. You acknowledge that we shall not be liable to you or to any third party for any termination of your access to the Site and/or our Services.
We reserve the right to terminate your Account for non-payment under these Terms if, by thirty (30) days after deactivation of your Account, you have not brought your Account balance up to date or contacted us regarding reactivation. If we terminate your Account, all of your Account Data may be deleted without further notice to you, and you agree that we shall not be liable to you or to any third party for the deletion of your Account Data in such circumstances.
We reserve the right to terminate your account if you take any step or action in connection with your entering examinership, provisional liquidation or any other composition or arrangement with your creditors (other than in relation to solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business.
Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the agreement shall remain in full force and effect.
DIRECTIONS FOR CANCELLING YOUR ACCOUNT
You may cancel your Account by sending us an email to firstname.lastname@example.org. Cancellations must be in writing and the appropriate notice must be given as follows:
Annual Service Plan: by giving us not less than three months’ notice of cancellation prior to the Renewal Date.
Monthly Service Plan: By giving us not less than one (1) month’s notice of cancellation prior to the Renewal Date.
Trial Period: By giving us not less than 5 days’ notice before the date that the trial period is due to expire.
Your Account will be deactivated upon cancellation and you will have no further access to the Site or to the Services.
You agree that termination or cancellation will not relieve you of any obligation to pay any accrued charges, unless otherwise stated above. You shall be charged the full amount of the fee for the month in which our Services were terminated. You agree to pay any outstanding balance (including any penalty interest or charge) in full within thirty (30) days of cancellation or termination of the Services.
Upon cancellation of your Account by you, we will return or delete your Account Data at your request and choice. If we receive no instructions or response from you within two (2) calendar months following the termination of your Account, we may delete your Account Data without further notice to you, and you agree that we shall have no liability to you or to any other person in relation to any Account Data that is deleted in such circumstances.
Cancelling a direct debit does not constitute notice of termination or cancellation and your subscription will continue and you will be liable for the Service Fees until such time as we receive proper notice of cancellation from you in accordance with these Terms.
MODIFICATION & TERMINATION OF THESE TERMS
We may modify these Terms from time to time. We will notify you via email or posting on the Site of such modification and will note the date of the last modification. If you use the Site or the Services after those updates are posted, you are deemed to accept and agree to be bound by those changes. These Terms will continue to apply until terminated either by you or by us as previously described in these Terms.
SERVICE USE & LIMITATIONS
We will use reasonable endeavours to keep the Services operational twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (for which we will provide at least eight (8) hours’ prior notice); or (b) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, industrial disputes, Internet service provider failures or delays, third party provider failures or delays, defaults of suppliers or sub-contractors, failure of any utility services.
In connection with providing the Services to you, we will store your Account information on a third party cloud-based servers (the “Server”). We accept no liability whatsoever in respect of any disruption to and/or a loss of provision of the Service which may be caused by technical problems in connection with the Server and/or other third parties engaged on our behalf in connection with the Services.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
You shall be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
NO WARRANTY; DISCLAIMER & LIMITATION OF LIABILITY
We have no obligation to check whether users are using the Site or the Services in accordance with these Terms or any other agreement.
You understand that we cannot and do not guarantee or warrant that the Site and/or the Services or files available for downloading from the internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site and the Services for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the Internet.
In the event of any loss damage, destruction, alteration or disclosure of data, your sole and exclusive remedy against us shall be for us to use reasonable endeavours to restore the lost or damaged data from the latest back-up of such data available to us. We shall not be responsible for any loss, damage, destruction, alteration or disclosure of data caused by any third party.
OUR SERVICES AND ALL MATERIALS ON THE SITE AND THE EQUIPMENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KITCHTECH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIAL ON THE SITE, OR ON ANY WEBSITE OR WEBSITES “LINKED” TO THE SITE. KITCHTECH MAKES NO WARRANTY THAT THE SITE AND OUR SERVICES WILL BE AVAILABLE, UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL KITCHTECH OR ITS AFFILIATES, CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR AGENTS HAVE ANY LIABILITY TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES INCLUDING DAMAGE TO REPUTATION (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR OUR SERVICES OR ANY EQUIPMEMT SUPPLIED TO YOU BY US OR YOUR INABILITY TO USE THE SITE, OUR SERVICES, SITE CONTENT, OR ANY PRODUCTS, EQUIPMENT OR SERVICES, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, OR LOSS OF USE RELATED TO THE SITE, OUR SERVICES, OR ANY EQUIPMENT OR ANY WEBSITE OPERATED BY ANY THIRD PARTY.
IF YOU ARE DISSATISFIED WITH US, THE SITE, OUR SERVICES, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND OUR SERVICES.
LIMITATION OF LIABILITY
Without prejudice to any other provision of these Terms KitchTech’s total liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the total Service Fees paid in the 12 months preceding the date that such loss arises. This clause shall survive termination of these Terms.
You agree that KitchTech shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Site or our Services. You hereby release KitchTech, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to our Site or our Services.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD KITCHTECH, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (THE “INDEMNIFIED PARTIES“) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, COSTS, EXPENSES, LOSSES AND/OR DAMAGES, , INCLUDING BUT NOT LIMITED TO ANY AWARDS OR DAMAGES ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSSES, LOSS OF PROFIT, LOSS OF REPUTATION AND ALL INTEREST, PENALTIES AND LEGAL COSTS (CALCULATED ON A FULL INDEMNITY BASIS) AND ALL OTHER PROFESSIONAL COSTS AND EXPENSES CAUSED BY, RELATING TO OR INCIDENTAL TO: (A) YOUR USE OF OUR SERVICES AND THE EQUIPMENT; (B) THE SITE; (C) CLAIMS BY THIRD PARTIES OR SERVICE PROVIDERS; OR (D) THE PRODUCTS AND/OR SERVICES OFFERED THROUGH THE SITE. THIRD PARTY WEBSITES
We may provide links to Internet sites maintained by others who are independent from KitchTech (“Third-Party Sites“). We are not responsible for the content of or any products or services offered on such Third-Party Sites. KitchTech makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website. Accessing any other website from the Site is at your own risk.
You acknowledge and agree that KitchTech owns all intellectual property rights in the Site, the KitchTech Software and the Services. Unless otherwise indicated, the use of the Services or the Site does not grant you any rights to, under or in, any intellectual property (whether registered or not registered), or any other rights or licences in respect of the Services or the Site. The use or misuse of any of the intellectual property owned by KitchTech is strictly prohibited.
You shall not sub-license, assign or otherwise transfer the rights granted to you under this agreement.
You undertake that you shall not during this agreement disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of KitchTech, except:
- to your employees, officers, representatives, subcontractors or advisers who need to know such information in connection with the Services. You shall ensure that your employees, officers, representatives, subcontractors or advisers to whom you disclose our confidential information comply with this clause.
- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, arrangements, representations and/or understandings between them whether written or oral relating to its subject matter.
These Terms shall be governed by the laws of the Ireland without giving effect to any choice or conflict of law or rule that would cause the application of the laws of any jurisdiction other than Ireland. You consent to the exclusive jurisdiction of the Irish courts.
PLEASE NOTE THAT BY USING THE SITE OR THE KITCHTECH SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS.
IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT USE OR ACCESS THE SITE OR USE OUR SERVICES.
Schedule 1 – Processing of personal data
In this Schedule 1, unless the context otherwise requires:
“Data Protection Legislation” means the Data Protection Acts 1988 to 2018 and any regulations or enactments thereunder; Directive 95/46/EC; Directive 2002/58/EC; Regulation (EU) 2016/679 (the “GDPR”); EC (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations (Statutory Instrument 336 of 2011) and any other EU regulations, directives, decisions or guidelines on data protection or data privacy and guidance issued by the Office of the Data Protection Commission; all as amended, modified, consolidated or re-enacted from time to time;
“Data Controller” shall have the same meaning as defined in the GDPR;
“Data Processor” shall have the same meaning as defined in the GDPR;
“Data Subject” shall have the same meaning as defined in the GDPR;
“EU Law” means any law in force in the European Union or any law in force in a member state of the European Union including the Data Protection Legislation;
“Parties” means us and you;
“Personal Data” shall have the same meaning as defined in the GDPR;
“Personal Data Breach” shall have the same meaning as defined in the GDPR;
“Process, Processing and Processed” shall have the same meaning as defined in the GDPR;
“Protected Data” shall mean Personal Data:
(i) supplied by you or on your behalf to us; and/or
(ii) obtained by, or created by, us in the course of delivery of the Services,
and which in each case is Processed by us in the performance of the Services;
“Terms” means the terms and conditions applicable to the provision of the Services by us to you;
“Services” means the services as described in the Terms.
- Data Protection
2.1. The Parties agree that in respect of any Protected Data Processed by us under the Terms, you are the Data Controller and we are a Data Processor.
2.2. You acknowledge that you retain control of the Protected Data and remain responsible for your compliance obligations under the Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the Processing instructions you give to us.
2.3. Annex A of this Schedule 1 sets out the following information in relation to the Protected Data to be Processed by us in accordance with the Services:
(i) The subject matter and the Processing;
(ii) The nature and purpose of the Processing;
(iii) A description of the types of Protected Data Processed; and
(iv) A description of the Data Subjects comprised within the Protected Data referred to in this clause.
2.4. We shall only Process the Protected Data in accordance with your documented instructions and in accordance with Data Protection Legislation, unless required to do so by EU law or law of a European Union Member State to which we are subject; in such a case, we shall inform you of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
2.5. The conditions under which the Protected Data shall be Processed under the Terms shall include, in particular:
- the adoption of appropriate technical and organisational measures to meet the requirements of the relevant Data Protection Legislation and to ensure the protection of the rights of the Data Subject, including protection against unauthorised or unlawful Processing of the Protected Data and against accidental disclosure, alteration, loss or destruction of, or damage to, the Protected Data, including where appropriate:
- the pseudonymisation and encryption of the Protected Data;
- the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services;
- the ability to restore the availability and access to the Protected Data in a timely manner in the event of a physical or technical incident;
- a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing;
- the taking of account in particular of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise Processed;
- adherence to any approved code of conduct or an approved certification mechanism as may be required by you from time to time;
- the taking of steps to ensure that any natural person acting under our authority who has access to the Protected Data does not Process them except as required by the Terms, unless he or she is required to do so by binding law;
- taking reasonable steps to ensure: (i) the reliability of persons having access to the Protected Data Processed as part of providing the Services; (ii) that such persons are aware of and comply with this Schedule 1; (iii) and have committed themselves to confidentiality in respect of the data Processed by them;
- immediately informing you if, in our opinion, an instruction infringes the Data Protection Legislation;
- informing you without undue delay after becoming aware of a Personal Data Breach;
- refraining from disclosing the Protected Data to any third parties other than to sub-contractors to whom disclosure is reasonably necessary in order for us to carry out the Services, provided that you have given prior specific or general written authorisation for the use of such sub-contractors. In the case of general written authorisation, we shall inform you of any intended changes concerning the addition or replacement of other sub-contractors, thereby giving you the opportunity to object to such changes. Disclosure to such sub-contractors will only be made subject to written terms substantially the same as the terms contained in this Schedule 1, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the Processing will meet the requirements of the Data Protection Legislation and of this Schedule 1. Where such a sub-contractor fails to fulfil its obligations under the Data Protection Legislation, we shall remain fully liable to you for the performance of that sub-contractor’s obligations;
- assisting you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising Data Subjects’ rights We may charge a reasonable fee for providing such assistance to you;
- assisting you by appropriate technical and organisational measures in ensuring compliance with its duties in respect of the security of the Protected Data and providing such information as is in our power, possession and/or procurement to you as you may reasonably require to allow you to comply with your obligations pursuant to the Data Protection Legislation. We may charge a reasonable fee for providing such assistance to you. Such obligations include but are not limited to:
- Facilitating the exercise by Data Subjects of their rights, including the right to information, subject access, rectification, erasure, restriction of Processing, data portability and objection to automated individual decision making, including profiling;
- Complying with notices served by the Office of the Data Protection Commission;
- Carrying out a data protection impact assessments;
- Engaging in prior consultation with the Office of the Data Protection Commission or any other relevant supervisory authority;
- Implementing any reasonable change to our Data Processing operations that is required for us to comply with our obligations pursuant to this Schedule 1. We may charge a reasonable fee for doing so.
2.6. We recognise that you have certain obligations in respect of the Protected Data we may possess on your behalf or otherwise may have access to. We shall provide such information as is required by the Data Protection Legislation to enable you to satisfy yourself of our compliance with the Data Protection Legislation and with this Schedule 1 and allow you or an auditor mandated by you, and giving at least 7 days’ notice to us, to inspect all facilities, equipment, documents and electronic data related to the Processing of such Protected Data by us. Such inspection shall not unreasonably interrupt the normal operation of our business. We may charge a reasonable fee for facilitating such inspection.
2.7. At your choice, we shall delete or return all the Protected Data to you after the end of the provision of the Services relating to the Processing, and delete existing copies unless European Union or Member State law requires storage of the Personal Data.
Annex 1 – Data Processing
(i) Subject matter and duration of the Processing of the Protected Data
The performance by us of the Services in accordance with the Terms.
The Processing of the Protected Data shall cease upon the deletion or return to you of the Protected Data at the end of the provision of Services.
(ii) Nature and purpose of the Processing of the Protected Data
Using the Protected Data in the course of providing the Services to you. How we use the Protected Data and the reasons for such use include the following:
- Hygiene training forms for employees: The system records the employee name, position, email address and start date. The reason this data is collected is as follows:
- Employee Name: To identify which employee has completed the training.
- Position: To identify their role. Certain roles require more in depth training.
- Email: A link to the training can be emailed to the employee and the training can be completed remotely.
- Start Date: To ensure that the training has been completed before or on the same day as the start date.
- Fitness to work forms for employees:
- Employee Name: To identify the employee filling in the fitness to work form.
- Employee Health Status: The system captures information about their current health status as it has a direct effect on whether the employee poses a threat to spreading food poisoning bacteria.
(iii) Types of Protected Data to be Processed
Employment details, including position in establishment and start date
Employee health status
(iv) Categories of Data Subject to whom the Protected Data relates