This document sets out the terms on which Page Tiger Limited (a company registered in England and Wales with company number 06907710)("PageTiger") provides services to its business customers relating to the design and distribution of interactive documents and presentations.
PageTiger may change these published terms of service from time to time. Those agreed with PageTiger during the order process for specific services will be applicable to the provision of such services.
These terms of service were last updated on: 01 June 2020.
1. THE AGREEMENT BETWEEN PAGETIGER AND THE CUSTOMER
1.1. PageTiger and the Customer may from time to time prepare a written order containing details of services to be provided by PageTiger to the Customer and the associated fees or rate of fees (and/or fee quotation, as applicable) (the "Order"). The Order may be in the form of an email communication or other written document.
1.2. The agreement between PageTiger and the Customer for the provision of Services (the "Agreement") shall be formed when PageTiger accepts the Customer’s request for Services in accordance with an Order, or when both parties sign the Order.
1.3. The terms of the Agreement comprise these terms of service and the Order (including any terms incorporated by reference within these terms or the Order).
1.4. The Customer acknowledges that its use of some non-standard elements of the Services or PageTiger Materials may be subject to its agreement to additional Product Terms and payment of additional Fees (such as Fees for the right to use images or other content purchased through the PageTiger image library).
The following definitions apply to these terms of service, unless the context requires otherwise.
2.1. Service definitions "Services": services specified in the Order, or subsequently agreed between the parties in writing in relation to such Order, which may include specified Hosted Services, Distribution Services, Support Services, Professional Services and/or Training Services. "Professional Services": managing content, designing and building publications. "Distribution Services": access to the TigerMailer email system ("TigerMailer") to design and distribute email notifications and/or provision of the TigerPlayer networking application ("TigerPlayer") to control and play content on digital screens and kiosks. "Hosted Services": access to PageTiger's cloud-based solution for designing interactive documents and presentations, and making them available to Visitors via browsers. "Support Service": creation and maintenance of design styles, security rules and settings within a central PageTiger Account and shared to associated PageTiger Accounts. "Training Services": training tools and education services for Users.
2.2. General definitions "Corporate Service Agreement" or "CSA": an Agreement for which the Order allows multiple PageTiger Accounts and Subscriptions across an Account Group to be managed under a single Subscription.
"Customer": the recipient of the Services, as specified in the Order.
"Account Group": the Customer's group of entities, comprising the Customer and its affiliated entities, as specified within an Order. If no such group of entities is specified, the Account Group shall be the Customer.
"Customer Materials": all data, designs, images, contact lists and other content or materials which the Customer upload into a PageTiger Account or the PageTiger Technology, or otherwise create or provide to PageTiger, as part of or in relation to the Services. "Fees": the fees payable by the Customer to PageTiger for the Services, as specified in the Order, or subsequently agreed between the parties in relation to that Order.
The term "including" shall be interpreted as meaning "including, without limitation", and "include" shall be interpreted accordingly.
"Intellectual Property": all intellectual property rights subsisting anywhere in the world, whether or not registered, and all applications, renewals and extensions of the same including copyright, database rights, design rights, patents, trade marks, service marks, trade names and logos, rights to domain names, rights in goodwill or to sue for passing off, rights in know-how and trade secrets.
"Legal Requirements": laws, regulatory requirements and codes of practice (in all relevant jurisdictions) applicable to the Customer's business or organisational activities undertaken using the Services (such as its marketing or recruitment activities), including: (a) marketing laws and advertising codes of practice; (b) data protection and privacy laws; (c) equality and discrimination laws; (d) Intellectual Property laws; (e) laws relating to defamation, harassment and other online harms; (f) employment and consumer protection laws; and (f) laws, regulatory requirements and codes of practice which apply to the Customer's industry. "PageTiger Account": an online PageTiger account provided to the Customer as part of the Hosted Services or Support Services. A PageTiger Account may have one or more Subscriptions associated with it.
"PageTiger Materials": all publication templates, data, images, designs and other content or materials which PageTiger creates for or provides to the Customer as part of the Services. "PageTiger Technology": PageTiger's software and technology used to provide the Services, including PageTiger's technology for designing and distributing interactive documents and presentations, TigerMailer and TigerPlayer.
"Account Owner": a User with specific access rights to manage User Licences, as outlined in the Service Description for Hosted Services.
"Quotation": a quotation of Fees for Professional Services as specified in the Order.
"Service Start Date": the date for a Service to commence, as specified in the Order or otherwise agreed between the parties in writing (which, for the avoidance of doubt, may be a different date for different Services).
"Subscription": a subscription to specific Hosted Services, Support Services or Distribution Services within a PageTiger Account (or multiple PageTiger Accounts under a CSA).
"Subscription Period": the term of a Subscription, which shall be one year (or such other period as may be specified in the Order).
"User": an individual accessing the administration system of a PageTiger Account on behalf of the Customer.
"User Licence": a licence under a Subscription for Hosted Services, for one User to access the administration system of a PageTiger Account.
"VAT": value added tax or equivalent taxes in any jurisdiction.
"Visitor": an individual who is authorised by the Customer to view material within a PageTiger Account, other than a User.
2.3. Additional documents
The following additional documents and provisions are available on the PageTiger website at: https://www.pagetiger.com/terms-and-policies, or such other location as may be notified to the Customer. They may be updated from time to time (and, in accordance with clause 14, PageTiger will seek the Customer's agreement to changes to the Service Levels, Service Credits, Acceptable Use Terms, and any agreed Product Terms, and material changes to the Service Description).
"Acceptable Use Terms": terms of acceptable use of the PageTiger Account and PageTiger's Services.
"Privacy Notice": PageTiger's privacy notice for Customers and Visitors.
"Product Terms": additional terms applicable to the use of specific PageTiger products, which may include terms of service for content licensing and distribution services.
"Security Policy": PageTiger's information security policy relating to its Services.
"Service Levels" and "Service Credits": any service levels and service credits applicable to a particular Service.
"Service Description": a description of a particular Service.
3.1. PageTiger will provide the Services to the Customer from the Service Start Date.
3.2. The Customer may access the Services over the Internet and a compatible web browser using a PageTiger Account (except for Services provided by other means, as set out in the Order or the Service Description, including for Training Services).
3.3. The Customer shall: (a) obtain a User Licence for each User; and (b) seek the written permission of PageTiger prior to granting access to a PageTiger Account, to any User who is not an employee, officer or individual contractor of the Account Group.
3.4. Access by each User to a PageTiger Account or its content, or to any other Services, is subject to such User agreeing to the Acceptable Use Terms.
3.5. PageTiger will: (a) provide the Services with reasonable skill and care; and (b) without prejudice to clause 16.3 and subject to any terms of the Order which change the description of the Service, provide each Service substantially in accordance with the relevant Service Description.
3.6. Where any Service is subject to a Service Level, PageTiger shall provide that Service at a standard which meets or exceeds such Service Level. In the event of failure by PageTiger to meet a relevant Service Level, the relevant Service Credit (if any) shall apply.
3.7. [PageTiger, may, at its absolute discretion, provide the Customer with use of the TigerMailer system to upload multiple email addresses and send bulk emails, subject to PageTiger's caps on the number of recipients, and the Customer's compliance with its data protection and privacy obligations in clause 5.3 and the Appendix.]
4.1. The Agreement shall continue, subject to clauses 4.2, 4.3, 4.4, 7, 13 and 14, until completion of all Services under an Order.
4.2. The Hosted Services, Support Services and Distribution Services are supplied under a Subscription that shall commence on the Service Start Date, and continue for successive Subscription Periods unless and until terminated at the end of a Subscription Period:
(a) by the Customer upon at least 30 calendar days' notice to PageTiger prior to the end of such Subscription Period: (i) by the Account Owner using the cancellation option within the PageTiger Account; [or (ii) by reducing its number of User Licences to zero for that Subscription][; or (iii) otherwise in accordance with clause 16.2]; or
(b) by PageTiger upon at least 30 calendar days' notice to the Customer prior to the end of such Subscription Period.
4.3. The Professional Services may be terminated:
(a) by the Customer upon notice to PageTiger should PageTiger notify the Customer that the Fees exceed or are likely to exceed the Quotation in accordance with clause 5.6(c); or (b) by PageTiger upon notice to the Customer should the Customer's detailed Service requirements materially change the scope of Services under the Order.
4.4. Should the Hosted Services for all Subscriptions within a PageTiger Account terminate, the PageTiger Account will be closed, and any additional Services associated with that PageTiger Account (under the Agreement and any related PageTiger agreement) shall also terminate (including any Professional Services, Distribution Services, Support Services and Training Services, and associated content tokens, studio days and training tokens). This clause 4.4 does not apply to a CSA.
5. FEES AND PAYMENT
5.1. The Customer shall pay to PageTiger the Fees.
5.2. In relation to Hosted Services, Distribution Services and Support Services:
(a) Fees are charged for each Subscription Period; (b) PageTiger may increase the Fees at the beginning of a Subscription Period, by giving notice to the Customer at least 45 calendar days prior to the end of the previous Subscription Period and, if the Customer does not agree to the increase, it may terminate the Services in accordance with clause 4.1; and (c) PageTiger will send the Customer an invoice for the Fees prior to or at the start of each Subscription Period (and prior to or upon addition of one or more User Licences, where applicable).
5.3. In relation to Hosted Services, other than under a CSA, Fees are based on the number of User Licences for a Subscription (and the Customer may exchange one User for another of the same type, keeping the number of User Licences the same, without increasing the Fees). Should the Customer increase the number of User Licences during a Subscription Period, additional Fees shall be payable for such User Licences in proportion to the time remaining in that Subscription Period (calculated pro rata on a daily basis). Should the Customer reduce the number of User Licences during a Subscription Period, no refund of Fees shall be payable.
5.4. In relation to Hosted Services under a CSA, the standard Fees, the cap for the number of Users within such Fees, and Fees for additional User Licences, are as set out within the Order.
5.5. In relation to Distribution Services, Fees are charged for the number of recipients receiving emails sent using TigerMailer, and each installation of the TigerPlayer application.
5.6. In relation to Professional Services:
(a) Fees are charged per studio day spent performing the Services; (b) PageTiger will send the Customer an invoice for Fees specified in the Quotation prior to or upon commencement of the Professional Services; (c) to the extent the Fees for studio days spent performing the Services exceed or, in the reasonable opinion of PageTiger, are likely to exceed the Quotation, PageTiger will notify the Customer, and may issue invoices for additional Fees on a monthly basis in arrears; and (d) to the extent the Fees for studio days spent performing the Services are less than the Quotation, PageTiger will allow the purchased studio days to be used against the production of other projects within the same PageTiger Account.
5.7. In relation to Training Services, Fees are dependent on the specific Service ordered and may be invoiced in advance. Some Training Services are provided free of charge in conjunction with the Hosting Services, as described in the Service Description.
5.8. PageTiger may, within the Order or subsequently, issue tokens for specific Services, which may be redeemed by the Account Owner for Services to which the they relate (in which case the Fees will be reduced by the value of the relevant token).
5.9. PageTiger may issue invoices by email (to the Account Owner or such other email address as may be requested by the Account Owner), or by post to the address of the Customer specified for the purpose of invoices.
5.10. Invoices will be in pounds sterling or, for Customers with a registered address outside the UK, another currency designated in relation to the relevant PageTiger Account and Fees will be converted as appropriate in accordance with prices available on the PageTiger website.
5.11. Invoices are payable within 30 calendar days of the date of issue unless an alternative payment date has been agreed in writing between the parties.
5.12. Reasonable expenses (such as any required travel or telephone costs) may be charged to the Customer in addition to the Fees, and disbursements will be recharged to the Customer at cost.
5.13. Unless otherwise expressly stated, the Fees and relevant expenses are exclusive of VAT, and the Customer is responsible for paying any applicable VAT (and any other applicable taxes) in addition to the Fees and expenses.
5.14. Payment of Fees shall be made by electronic transfer to PageTiger's bank account as notified to the Customer from time to time, unless otherwise specified in the Order or agreed between the parties.
5.15. Without prejudice to clauses 5.3 and 5.6(d), PageTiger shall not be required to refund any Fees paid in advance upon termination of any Services or the Agreement (and Fees which are due will remain payable), except upon termination by the Customer in accordance with clause 7.1, or termination in accordance with clauses 7.2, 13.2 or 14.3, in which case PageTiger shall refund to the Customer such proportion of paid Fees as relate to terminated Services not yet delivered at the date of termination.
5.16. Without prejudice to any other available remedy, PageTiger reserves the right to set off any amount owing to it at any time from the Customer against any amount payable by PageTiger to the Customer under or in relation to the Agreement or any related agreement. 6. CUSTOMER'S OBLIGATIONS
6. CUSTOMER'S OBLIGATIONS
6.1. The Customer warrants that it is entering into the Agreement to receive Services in the course of its business, craft, trade or profession.
6.2. The Customer is responsible for:
(a) making arrangements and payments necessary to access and use its PageTiger Accounts and related Services, including network and Internet connections, and any additional software, hardware and equipment required;
(b) the accuracy and quality of the Customer Materials; and (c) ensuring its use of the Services, including use of the Customer Materials and (without prejudice to the obligations of PageTiger under the Agreement) the PageTiger Materials, meets its business and organisational requirements, and complies with the Legal Requirements and contractual obligations which it has to third parties.
6.3. The Customer shall, and shall procure that each Account Group entity, Use any other user of any Service on behalf of the Customer, shall:
(a) in using the Services, comply with all applicable laws, regulations in all jurisdictions in which it uses the Services;
(b) comply with the fair use data limits within the Acceptable Use Terms;
(c) keep passwords relating to the Services confidential and not share individual login details, device IDs, passwords or User Licences, with any other person;
(d) without prejudice to (a), not make any unlawful or unauthorised use of the Services, nor of PageTiger's or its service providers’ equipment, software or networks, including: (i) attempting to gain unauthorised access; (ii) introducing any virus or malware or causing any denial of service attack; (iii) sending spam or unlawful unsolicited commercial communications; (iv) causing harassment; (v) publishing or communicating obscene, abusive or defamatory material; or (vi) committing any criminal or fraudulent act;
(e) without prejudice to clause 9.2, ensure that its provision of Customer Materials to PageTiger, and the storage, use or transmission of Customer Materials by PageTiger (or its service providers) in providing the Services (in any relevant jurisdiction), is not an infringement or breach of Intellectual Property rights, data protection or confidentiality obligations or any rights of privacy (except to the extent such matters are PageTiger's responsibility in accordance with clause 8 and Appendix 1);
(f) not access, copy, modify, use, share or distribute the PageTiger Technology or the PageTiger Materials other than as expressly permitted in the Agreement, nor attempt to reverse engineer, decompile or disassemble any PageTiger Technology;
(g) in relation to the Distribution Services, if requested by PageTiger, install and use an upgraded version of the TigerPlayer application in place of its current version;
(h) inform PageTiger promptly if it becomes aware of any misuse of the Services or the PageTiger Technology; and
(i) comply with such additional instructions, and provide such other information or assistance, as PageTiger may reasonably request from time to time, including in order to provide the Services effectively, to meet legal requirements, to resolve incidents or address vulnerabilities, or to meet requirements imposed by PageTiger's service providers.
7. TERMINATION AND SUSPENSION OF SERVICES
7.1. Either party may, by notice to the other, terminate the provision of Services and the Agreement and any related PageTiger services and agreements between the parties with immediate effect if the other party:
(a) commits a material breach of the Agreement and, in the case of any remediable breach, fails to remedy the same within 14 calendar days of receipt of a notice from the non-breaching party requiring such remedy. Failure to pay any Fees within 30 calendar days of their due date shall be deemed a material breach of the Agreement; or (b) becomes insolvent or is wound up due to insolvency, makes or seeks a composition with its creditors, is the subject of an administration order, becomes the subject of the appointment of a receiver or liquidator, ceases (or threatens to cease) to carry on business, or any analogous event in any applicable jurisdiction.
7.2. PageTiger shall be entitled to terminate or temporarily suspend the Service if it reasonably considers that such action is necessary to comply with any governmental, legal or other regulatory requirement or request.
7.3. If, in PageTiger's reasonable opinion, any Customer Materials, or their use within the Services, do not meet the requirements of clauses 6.2 or 6.3, PageTiger may remove from a relevant PageTiger Account (or its content), or otherwise refuse to provide its Services in relation to, such Customer Materials. This shall not prejudice any other available remedy for breach of the Agreement by the Customer.
7.4. All provisions of the Agreement which by their nature are intended to continue shall survive termination, including terms relating to limitations of liability, indemnity and confidentiality.
7.5. Termination of the Agreement or any Services shall not affect accrued rights and liabilities of either party up to the date of termination including the Customer's obligations to pay Fees to PageTiger for Services undertaken or otherwise due in accordance with the Agreement.
7.6. Without prejudice to clause 7.1, PageTiger may temporarily suspend the provision of Services (and any related PageTiger services under other agreements between the parties) if the Customer fails to pay any Fees within 14 calendar days of their due date or commits any other breach of the Agreement, until payment is received or the breach is resolved.
7.7. PageTiger may temporarily suspend the provision of any Service for repair, maintenance or upgrades to the PageTiger Technology and/or the Service, upon reasonable notice to the Customer.
8. CONFIDENTIALITY, SECURITY AND DATA PROTECTION
8.1. Each party agrees to take reasonable steps to ensure that all personal data and information of a confidential nature (including any of the other party's Intellectual Property of a confidential nature) provided by the other party under or in relation to the Agreement is kept confidential. This includes taking reasonable steps to ensure that persons authorised to access or use such personal data or information have committed themselves to confidentiality.
8.3. PageTiger shall use reasonable endeavours to:
(a) implement appropriate security measures within the PageTiger Technology and PageTiger Accounts to protect against unauthorised or unlawful access to or use of content (including Customer Materials). These include the measures described in PageTiger's Security Policy (from time to time) and security options for the Customer within a PageTiger Account; and (b) maintain back ups of such content. However, the Customer acknowledges that there are security and data protection risks inherent with online tools and services.
8.4. Subject to its compliance with clauses 3.5, 3.6, 8.1, 8.2 and 8.3, and Appendix 1, PageTiger shall not be liable to the Customer for any loss or damage arising from any loss of Customer Materials or other content of the Services.
8.5. PageTiger may store and process contact details, account details and related records of Users, other individual users of the Services, registered Visitors and other Account Group contacts as a controller for its own purposes, including the provision of the Services, invoicing and payments, reviewing and enforcing compliance with the Agreement, communicating with Customers (including direct marketing communications), maintaining business records, complying with its legal obligations and defending its legal rights. PageTiger also has access to the Customer Materials for administration and maintenance purposes. Note: further information about PageTiger's use of personal data is available within the Privacy Notice.
8.6. Without prejudice to clause 6.3(c), any use of the Services using the Customer’s login details and/or passwords (other than by PageTiger’s service administrators) will be the Customer’s responsibility.
8.7. Upon termination of any Services or the Agreement, the parties agree to co-operate with each other in good faith, at the Customer’s reasonable request and expense, with a view to returning to the Customer any relevant Customer Materials, including any personal data processed on behalf of the Customer under clause 8.2 and Appendix 1. The Customer acknowledges that PageTiger: (a) shall delete such personal data from its systems within a period of up to 91 calendar days following such termination; and (b) may delete any or all other relevant Customer Materials from its systems after 90 calendar days following such termination.
8.8. Following termination of any Services or the Agreement, PageTiger shall be entitled to retain such information and materials relating to the Services and the Agreement as it may reasonably require to maintain records of the Services, to comply with its legal obligations and to defend its legal rights.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The parties acknowledge that: (a) Intellectual Property in the Customer Materials belongs to the Customer and its licensors (as applicable), and all rights not expressly granted to PageTiger are reserved to the Customer (and its licensors, where applicable); and (b) Intellectual Property in the PageTiger Materials and the PageTiger Technology belongs to PageTiger and its licensors (as applicable), and all rights not expressly granted to the Customer are reserved to PageTiger (and its licensors, where applicable).
9.2. The Customer grants PageTiger a non-exclusive and (subject to clause 15.2) non-transferable licence (with the right to sub-license to other members of the PageTiger group of companies) to use the Customer Materials to the extent required for providing the Services as envisaged by the Agreement, and the Customer shall obtain and maintain any licences and permissions from third parties which may be required for PageTiger (and its service providers) to store and use the Customer Materials in this way.
9.3. PageTiger grants the Customer a non-exclusive, non-transferable licence (with the right to sub-license to other members of the Account Group) to use the PageTiger Materials and the PageTiger Technology to the extent required for receiving the benefit of the Services as envisaged by the Agreement.
10. THIRD PARTY PRODUCTS
To the extent PageTiger facilitates, as part of the Services (and as requested by or agreed with the Customer in relation to such Services), the Customer's access to or purchase of products or services provided directly by a third party, the terms of such access or purchase are between the Customer and the third party and any third party fees are payable directly to such third party. PageTiger is not responsible for the quality, standard, lawfulness, contract terms or any other requirement in relation to such products or services.
11. GENERAL LIABILITY LIMITATIONS
11.1. Neither party excludes or limits any liability for fraud or for death or personal injury caused by negligence, or other liability which cannot lawfully be excluded, and the other provisions of the Agreement are subject to this clause 11.1.
11.2. Save as expressly set out in the Agreement:
(a) all conditions and warranties implied by law are excluded to the fullest extent permitted by applicable laws; and (b) in entering into the Agreement, the Customer acknowledges that it has not relied on any representations, promises or warranties (written or oral).
11.3. PageTiger is not responsible to the Customer for:
(a) the availability, speed or quality of the Internet or any communications network or equipment used by the Customer (or any User or Visitor) to access or use the Services; nor (b) any Service performance problems arising as a result of or in relation to the Customer's addition of third party components, or integration with its own or third party websites.
11.4. To the fullest extent permitted by law, PageTiger shall not be liable to the Customer for any loss of profits, business or goodwill or any type of special, indirect or consequential loss or damage whether arising from negligence, breach of contract or otherwise, even if any such loss was reasonably foreseeable or PageTiger had been advised of the possibility of the Customer incurring any such loss.
11.5. Without prejudice to the other limitations of liability in the Agreement, PageTiger's total liability to the Customer arising in relation to the Services, the Agreement and any related agreement shall not exceed £100,000 in relation to any claim or series of related claims.
The Customer shall indemnify PageTiger against any losses, expenses or liability which it suffers as a result of the Customer’s breach of the Agreement, including its obligations under clause 6.
13. FORCE MAJEURE
13.1. PageTiger shall not be liable to the Customer for any breach or non-performance of its obligations under the Agreement resulting from causes beyond its reasonable control (an "Event of Force Majeure") including acts of God, governmental or parliamentary act, war, fire, drought, flood, explosion, civil commotion, failure of power supply, communications or Internet connections.
13.2. Either party may terminate the Agreement if PageTiger is prevented from performing its obligations because of an Event of Force Majeure for more than thirty (30) consecutive calendar days.
14. CHANGES TO THE SERVICES AND THE AGREEMENT
14.1. PageTiger may, from time to time, make updates or changes to the Service Description and/or delivery of the Services (including changes to Service features, or the content or functionality of the PageTiger Materials or the PageTiger Technology) without seeking the agreement of the Customer, provided such updates and changes do not have a material adverse impact on the provision of the Services to the Customer.
14.2. If PageTiger is required by any applicable law or by its service providers to change the Services, these terms of service or any other provision of the Agreement, the Customer agrees to co-operate with PageTiger to implement such changes whilst maintaining, as far as possible, the intention of the Agreement.
14.3. Without prejudice to clauses 14.1 and 14.2, PageTiger may from time to time propose changes to the Services, the Order, the Service Description, the Service Levels and Service Credits, the Acceptable Use Terms, any agreed Product Terms, or these terms of service, upon at least one month's notice to the Customer. The Customer shall not unreasonably withhold or delay its agreement to such changes. If the Customer does not agree to any reasonable proposed change, PageTiger may terminate the relevant Services to take effect from the date of the proposed change.
15. ASSIGNMENT AND SUB-CONTRACTING
15.1. Subject to clauses 9.2, 9.3 and 15.2, neither party may transfer, assign, sub-contract nor sub-license any rights or obligations under the Agreement to any person without the prior written consent of the other party.
15.2. PageTiger may, without the Customer’s consent: (a) sub-contract performance of the Services or any of its obligations under the Agreement to any third party (and sub-license associated rights); and/or (b) upon notice to the Customer, transfer or assign all or any of its rights or obligations under the Agreement to any purchaser of the PageTiger Technology, its company and/or its business, or to any other member of the PageTiger group of companies.
16.1. The Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and undertakings between the parties relating to such subject matter. This shall not affect any separate agreement between the parties relating to PageTiger services other than the Services.
16.2. Subject to clause 4.2(a), notices to be given under the Agreement shall be made in writing and sent by prepaid first class post, delivered by hand or sent by email, to the address or email address (as applicable) specified in the Order, the CSA or the relevant PageTiger Account, or otherwise notified to the other party from time to time. Notices sent by post shall be deemed given two business days after posting, notices delivered by hand shall be deemed given upon delivery, and notices sent by email shall be deemed given at the time of successful transmission.
16.3. If there is any inconsistency between these terms of service, the Order, the Service Description, the Service Level and Service Credit documentation, the Acceptable Use Terms, the Product Terms and/or the Security Policy, these terms of service shall prevail, followed by the Order, [followed by the Product Terms, followed by the Acceptable Use Terms, followed by the Service Description, followed by the Service Level and Service Credit documentation, followed by the Security Policy].
16.4. No provision of the Agreement is intended to be enforceable by anyone other than the Customer and PageTiger.
16.5. No failure or delay by either party in exercising any right or remedy under the Agreement shall be construed as a waiver by that party of such right or remedy and no partial exercise of any such right or remedy shall restrict the further exercise of that right or remedy.
16.6. Subject to clause 14, no amendments to the Agreement shall be valid unless agreed in writing by both parties.
16.7. Each party shall (and shall use reasonable endeavours to procure that any necessary other person shall) at its own cost, promptly carry out such further acts (including signing all such documents), as the other party may reasonably require for the purpose of giving full effect to the Agreement.
16.8. If any provision of the Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal, whilst maintaining or giving effect to its commercial intention.
16.9. Neither the entry into nor the performance of the terms of the Agreement constitutes a partnership or joint venture, nor establishes a relationship of principal and agent between the parties.
16.10. The Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
Appendix 1 – Personal data processing terms
2. For the purposes of this Appendix 1, the terms "personal data", "process/processing", "controller", "processor", "data subject" and "special categories of personal data" shall have the same meanings as in UK data protection laws.
3. The Customer acknowledges that it must comply with controller obligations under applicable data protection and privacy laws in relation to the processing activities of PageTiger described under paragraph 1 above. The Customer acknowledges that applicable laws may include the laws of: (a) jurisdictions from which a User (or other user of the Services) is accessing or using the Services or PageTiger Technology; and (b) jurisdictions where Visitors or recipients of communications are located.
4. Without prejudice to paragraph 4, the Customer shall ensure that:
5. In carrying out the processing activities described in paragraph 1 above, PageTiger agrees:
(a) unless otherwise required or permitted by law, to process the personal data only for the purpose of performing the Services in accordance with the Customer's instructions in the context of the Services (and such instructions include providing the Services in the manner described in the Service Description, these terms of service, or otherwise agreed with the Customer). (b) to inform the Customer if, in its opinion, any instruction of the Customer infringes any applicable UK legal requirement (or other legal requirement to which PageTiger is subject), and of any applicable UK legal requirement (or other legal requirement to which PageTiger is subject) which requires PageTiger to process the personal data for purposes not specified within the Agreement (unless it is prohibited by law from informing the Customer); (c) in its performance of the Services, to implement reasonable technical and organisational security measures to ensure a level of security for such personal data appropriate to the risk (including the measures described in clause 8.3 of the terms of service). Notwithstanding this obligation, PageTiger shall not be obliged to implement higher levels of security to address risks associated with the use of special categories of personal data, except to the extent it has: (i) approved the processing of special categories of personal data in accordance with paragraph 4(d) above; and (ii) agreed to provide specific higher levels of security in relation to such data ; (d) where appropriate in accordance with UK law and in the context of its role in providing the Services, and subject to reasonable additional fees, to provide reasonable assistance to the Customer in responding to requests from data subjects to exercise their rights, and in complying with data protection obligations relating to security, security breaches and data protection impact assessments; and (e) at the reasonable request and cost of the Customer:
- to make available to the Customer reasonable information necessary to demonstrate its compliance with (a) to (d) above (and other provisions of this Appendix 1 and clause 8 of the terms of service relating to PageTiger's activities as a processor on behalf of the Customer); and
- to the extent such information is (in the reasonable opinion of the Customer) insufficient to demonstrate such compliance, to allow for and contribute to reasonable audits, at reasonable intervals, conducted by the Customer or another auditor mandated by the Customer, in order to ascertain such compliance.
6. The Customer acknowledges that PageTiger may from time to time appoint one or more sub-processors for the processing activities described in paragraph 1 above. These sub-processors include the following:
(a) Page Tiger's data centre providers (currently iomart Plc); (b) individual or small company contractors who assist with the Services; and (c) third party suppliers providing systems in which personal data is stored or otherwise processed as part of the Services, as detailed within PageTiger's procurement portal (to which the Customer will be given access by PageTiger).
PageTiger shall ensure that processor obligations substantially similar or equivalent to those included within this Appendix 1 (to the extent required by applicable UK data protection law) are imposed on such sub-processors.
PageTiger shall inform the Customer of any intended changes concerning the addition or replacement of a sub-processor (and updates within PageTiger's procurement portal shall be deemed to be a valid method of informing), and give the Customer an opportunity to object. If the Customer does reasonably object to any such change within a reasonable period, and no reasonable solution is agreed between the parties, either party may terminate the Services (to the extent relevant to the sub-processor's processing) immediately prior to the appointment of the new sub-processor.