BIZLEGAL LIMITED (TRADING AS ‘EU REP) TERMS OF BUSINESS (“TERMS”)
The parties (hereinafter “Parties” or “Us”) to this Contract are:
- Bizlegal Ltd trading as EU Rep (hereinafter “EU Rep”), a company registered in the Republic of Ireland with registered number 635921 , whose registered address is at 27 Cork Road Midleton Co. Cork; and
- The party hereinafter (‘You’ and ‘Your’) who purchases the Services of EU Rep, as set out in the Order.
- Definitions and interpretation
- Capitalised words used in these Terms and the Contract are defined here and above:
“Administration Operations” – the operational actions and administration involved in undertaking the Appointment, as set out in the Order or calculated in accordance with these Terms, most particularly the Appointment Fee the delivery of communications between You and a Requestor.
“Administration Fees” – the Fees due for Administration Operations.
“Additional Fees” Any additional fees or charges which are agreed by You for additional work, such as registrations on Your behalf, dealing substantively with complaints, prosecutions, obtaining translations of documents or other work which we may agree to do for You.
“Applicable Law” – any of the laws applicable to EU Rep, You and any Data Subjects for which You hold Information including, without limitation, personal data.
“Appointment” – the appointment of EU Rep as Your Data Protection Representative pursuant to Article 27 of GDPR as set out in clause 3.2.
“Appointment Fee” – the fee of €99 due at sign-up for accepting the Appointment, as set out in the Order.
“Commencement Date” – the day on which EU Rep issues acceptance of an offer by You to appoint EU Rep as Your Data Protection Representative.
“Contract” – the legal contract between EU Rep and You, incorporating these terms as may be changed from time to time, under which the Services are delivered.
“Data” – any information, whether in written or other form including, but not limited to, Personal Data.
“Data Protection Authority” – the government authority in any EU member state which regulates the control and processing of Personal Data in that member state.
“Data Protection Representative” – the position to which certain organisations are required to appoint a legal person pursuant to article 27 of GDPR.
“Data Request” – a request to You pursuant to GDPR, by way of EU Rep as Data Protection Representative, by a Data Subject or a Data Protection Authority.
“Data Subjects” – individual natural persons who are situated in the European Union.
“Expiry Date” – the date on which this contract shall terminate in accordance with its terms.
“Fees” – the payment(s) to be made by You to EU Rep pursuant to this Contract.
“GDPR” – the General Data Protection Regulation (Regulation (EU) 2016/679), and any amendment or restatement of it.
“Monthly Fee” – the fee of €19 monthly for the continuing of the Appointment for a Renewal Period.
“Order” – the agreement, specifically, including Your details, the Fees and the Commencement Date.
“Personal Data” – the personal data of Data Subjects, as defined in the GDPR.
“Regulatory Action” – an enforcement action by the European Union or any EU member state, or by the courts, tribunals etc or the Data Protection Authority of either, whether on their own motivation or at the request of one or more Data Subjects.
“Renewal Period” – a period for which the Contract is extended, starting the day after the Expiry Date of the previous Contract period, with an Expiry Date 1 month after that date.
“Requestor” – a Data Subject or Data Protection Authority who has made a Data Request, and/or any party which brings a Regulatory Action.
“Services” – the services of a Data Protection Representative, and such other services as may be agreed between the Parties, including the Administration Operations.
“Terms” – the terms of this Contract
- In the event of a discrepancy or conflict between any provision of the Order, and any other communication term of the Order shall prevail.
- In consideration of the payment of the Fees, EU Rep shall provide to You the Services.
- Pursuant to Your obligation under Article 27 of GDPR, You hereby appoint EU Rep as Your Data Protection Representative (the “Appointment”). Notwithstanding any other evidence of the Appointment, or documents which are considered to constitute the Contract, these Terms are the written document evidencing the Appointment and designating EU Rep as Your Data Protection Representative, as required by Article 27.1 of GDPR.
- EU Rep shall deliver the Services with due care and attention, in a diligent and timely manner, and will apply such time and resources as are reasonably required to deliver those Services.
- Invoicing and payment
- Payment of the Appointment Fee relates to the Appointment, and is due immediately on the formation of a Contract between Us.
- Invoices will be raised for Administration Fees, if any, and any other Fees which arise, on a monthly basis.
- Payment of all invoices deducted automatically on the date of invoice. All prices are in Euro (€) and are exclusive of any VAT which may be applicable.
- Administration Fees are €19 per month. EU Rep do not charge a fee for passing on to You a communication from a Requestor or providing general advice on Your first response to a Requestor, but any communication(s) sent to the Requestor on Your behalf will be chargeable. Communications from You to EU Rep, other than for onwards-provision to a Requestor, shall not be chargeable.
- Where EU Rep reasonably incurs work or expenditure outside of those expenses listed in the Order, these expenses shall be added to the Administration Fees.
- Fees for Regulatory Actions:
- Notwithstanding anything in the remainder of these Terms, you indemnify EU Rep in respect of all costs, fees and expenses reasonably incurred by EU Rep in assessing, dealing with and responding to any Regulatory Actions.
- Where a Regulatory Action is raised against or via EU Rep in respect of You or Your actions and/or omissions, and it appears reasonably likely that EU Rep may incur costs (whether administrative or for legal or other professional advice), You shall pay on account to EU Rep a reasonable sum decided by EU Rep in respect of that Regulatory Action. EU Rep shall have no obligation to undertake any more than the Administration Operations and its own regulatory obligations until such payment on account is made.
- Where the payment on account is not made within a timescale which reasonably permits EU Rep to respond as required by their Appointment as Data Protection Representative, that fact shall be considered a reason to terminate pursuant to clause 7.5 , that termination shall happen by operation of law, and that termination shall be deemed backdated to a point immediately prior to the date of occurrence of the circumstances giving rise to the Regulatory Action. Notwithstanding such backdating, all Fees shall remain due up to the point at which such termination shall have been communicated by EU Rep to You.
- Your obligations
- On the Commencement Date and then at all times until the Expiry Date, You warrant that:
- You are compliant with the obligations placed on you by GDPR and all other Applicable Laws;
- the information You provided on conclusion of the Contract (including, but not limited to, turnover derived from the EU, numbers of Data Subjects etc) is accurate and complete;
- You will provide a complete Article 30 record via your application to make the Appointment via our website, and update same as is necessary, and in particular in response to emails sent to You by EU Rep;
- You have not been the subject of a Data Request or Regulatory Action, other than to the extent notified to EU Rep prior to entering into a Contract;
- You will provide the necessary responses, within the necessary timescale, to any communication in respect of a Data Request, Regulatory Action or other request for response from EU Rep;
- You will keep EU Rep updated with Your contact details, in particular an email address at which You can be contacted; and
- You will pay all Fees as due. Failure to pay any Fess as due shall be considered a reason to terminate pursuant to clause 7.5 , that termination shall happen by operation of law, and that termination shall be deemed backdated to a point immediately prior to the date of occurrence of the circumstances giving rise to the Regulatory Action. Notwithstanding such backdating, all Fees shall remain due up to the point at which such termination shall have been communicated by EU Rep to You.
- You acknowledge and agree that:
- there are many official languages in the EU, and that Data Requests and Regulatory Actions may be issued in any of those languages. EU Rep is under no obligation to translate the contents of Data Requests or Regulatory Actions unless otherwise agreed with You, and Additional Fees will apply to such translation. EU Rep takes no responsibility for any interpretation of languages (other than the English language) unless such Additional Fees are paid;
- the delivery of Data Requests and Regulatory Actions via postal service is subject to many factors, including forwarding of such documents between EU Rep’s locations in the EU. EU Rep will make reasonable endeavours to provide such Data Requests and Regulatory Actions to You as soon as reasonably practicable, but EU Rep cannot guarantee that such delivery will be within Your or a Data Protection Authority’s required deadline; and
- at EU Rep’s request You will provide written details to enable EU Rep to cost continuing the Services to You.
- Data, confidentiality and integrity
- Neither Party will disclose to any third party, without the written consent of the other party, any Data received from the other Party or any Data Subject, Requestor, Data Protection Authority or any other party because of or in connection with the Contract, and for these purposes all Data shall be considered confidential. Both parties agree that any confidential information shall only be used for the purposes of providing or receiving Services and may be provided to other third parties involved in the delivery of the Services on the condition that those third parties are under confidentiality provisions no less stringent than set out in these Terms. This obligation of confidentiality shall not extend to information (a) in the public domain, (b) which was already in the possession of a Party when received from the other Party; or (c) information which a Party is required by law to disclose.
- Term and termination
- The formation of the Contract and the Appointment of EU Rep as Your Data Protection Representative, occurs on the Commencement Date. For the avoidance of doubt, a receipt of payment from a third party shall not be sufficient evidence of EU Rep’s acceptance of the Appointment.
- The Services will be provided by EU Rep to You from the Commencement Date until the Expiry Date.
- Unless either Party gives the other written notice of termination or the Contract is terminated in according with its Terms, the Contract and Appointment shall automatically renew each month.
- The Contract shall terminate:
- on notice by either Party if the other Party is in material breach of the Contract;
- automatically and immediately if You are in breach of your obligations in clause 5;
- on notice by EU Rep with immediate effect in the event of Your ceasing to trade, entering administration, insolvency proceedings or any other equivalent or analogous proceedings in Your jurisdiction;
- on 30 days’ notice by You.
- The Appointment shall be deemed to have terminated at a time immediately prior to the occurrence of an event which gave rise to a Regulatory Action resulting from a breach of Applicable Law, but the delivery of the Administration Operations shall continue until the earlier of the Expiry Date and the date the Contract is terminated.
- On the termination of the Contract, EU Rep’s Appointment as Data Protection Representative will immediately cease and, to the extent that EU Rep continues to provide any other services to You, these are provided on a reasonable endeavours basis as an administrative service and not as Data Protection Representative. To the extent not already done, and other than to the extent permitted or required for legal/archival purposes, EU Rep will delete any Personal Data processed for You by EU Rep.
- Notwithstanding the remainder of this clause 7, EU REP may suspend their termination of the Appointment or the Contract, either partly or in full, to allow You the opportunity to dispute a Regulatory Action or other finding that You are in breach of an Applicable Law. In the event that your dispute fails, termination of the Appointment is deemed backdated to the time it would have terminated had the suspension not been agreed, although this shall not invalidate any acts undertaken by EU Rep in the intervening period.
- In the event the Contract and/or the Appointment are terminated prior to the Expiry Date, no refund of any Fees paid will be due.
- Liability, Warranty and Indemnity
- You indemnify EU Rep for any liability it incurs pursuant to the Appointment as a result of Your actions or omissions in respect of GDPR or Applicable Law. You acknowledge that this is reasonable and proportionate given that, other than obtaining your warranty to that effect in these Terms, EU Rep has no way of assessing or control over Your compliance with GDPR or Applicable Law.
- EU Rep does not provide advice to You in respect of obligations under GDPR or other Applicable Law and, to the extent that EU Rep provides You with any information in respect of Applicable Law generally or in respect of a Data Request or Regulatory Action, that information is factual, general and/or based on publicly-available sources of information. You acknowledge that such information does not take into consideration Your specific situation and circumstances and You agree that You will always seek the advice of a legal and/or other relevant professional before proceeding in respect of GDPR, Applicable Law, Data Requests, Regulatory Actions and/or other similar legal obligations or proceedings.
- Whilst EU Rep will have access to the Personal Data of a Requestor, You agree generally not to supply EU Rep with any other Personal Data and, to the extent that You do supply EU Rep with such other Personal Data, you indemnify EU Rep for any claim made by a Data Subject, Data Protection Authority or other third party in respect of EU Rep’s possession of that Personal Data.
- Notwithstanding anything in this Contract, EU Rep shall not be liable to You for any consequential or indirect losses including, without limitation, loss of profits, loss of reputation, legal costs, fines under Applicable Law and any event which is out of the control of EU Rep (e.g. fire, flood, industrial action, loss of service etc).
- Where EU Rep arranges for consultancy in respect of Your compliance with GDPR, the Applicable Law or any other compliance matter, this is arranged between You and a third-party consultant, and EU Rep accepts no liability for the actions or omissions of that third party. Notwithstanding the remainder of these Terms or a Contract, EU Rep’s maximum aggregate liability to You is limited to the sum which EU Rep has received from You in Fees during that Renewal Period.
- Other than as required by the delivery of the Services, EU Rep does not, and is not expected to, represent You in any general or specific manner. Specifically, and in accordance with an opinion of the European Data Protection Board opining that Art 27 Representatives may not also be a Data Protection Officer (“DPO”) for the same company, we are not your DPO. Other than as required by the Appointment, EU Rep reserves the right not to enter into or accept communications from any third party on behalf of or for You and, if EU Rep agrees with You to act in respect of such communications, Additional Fees will be agreed for the provision of such communications. EU Rep shall have no liability to You for any communication or activity outside of the Services.
- Subject to clause 8.5, EU Rep’s maximum aggregate liability to You for all matters relating to the Contract, Appointment or otherwise is limited to the sum which EU Rep has received from You in Administration Fees during that Renewal Period.
- General provisions
- No variation to this Contract shall be valid unless agreed by both Parties in writing (which shall include email).
- You may not assign or otherwise transfer the benefit or burdens of the Contract. EU Rep may use selected third parties to provide delivery of the Services.
- The Parties agree that these Terms and the Contract are governed by the laws of the Republic of Ireland and are subject to the courts of the Republic of Ireland, and any terms implied into these Terms or the Contract to the contrary shall be excluded to the maximum extent permitted.
- If any provision of these Terms or the Contract is found to be unenforceable, it shall be considered severed from the Contract to the extent required to make the Contract enforceable and, unless prohibited, equivalent terms shall be deemed included in the Contract which are as close as permitted to the original intention of the severed provision.
- No third party may enforce any provision of this Contract.
- No failure by EU Rep to exercise, or delay in exercising, any right in the Contract shall be deemed a waiver of that or any other right, nor shall any partial exercise of a right preclude any further or other exercise of that or any other right.
- These Terms and the Contract have been drafted in the English language. If these Terms, an Order or any other part of the Contract is translated into another language, the English language text prevails. This Contract is governed by Irish law and is subject to the exclusive jurisdiction of the Irish courts.
- Any notice, demand, request, statement, instrument, certificate or other communication given, delivered or made by a Party to the other, under or in connection with a Contract, shall be in writing and be served by email (in the case of EU Rep to email@example.com , in the case of You to the email address you have provided on signup and shall be in English language).
- This Contract supersedes all previous written or other documents or agreements (written or oral) relating to the subject matter of these Terms, including any terms You or Your documentation seek to infer into the Contract, and You acknowledge that (a) in the absence of the applicability of these Terms, the Appointment of EU Rep as Your Data Protection Representative under clause 3.2 is ineffective, (b) that no other document provides terms satisfactory to EU Rep for entering into such an Appointment, and (c) that notwithstanding the applicability of clause 9.9 (a) and (b), all Fees issued on foot of this Contract are valid. These Terms are subject to update at EU Rep’s discretion, and any Renewal Period for which a Contract is concluded shall be based on the Terms applicable at the start of that Renewal Period, available for review at www insert
- Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
|Execution by acceptance of the terms of this Agreement as evidenced by the payment by the Controller of the Appointment Fee as described herein||Execution by acceptance of the terms of this Agreement as evidenced by the acceptance of the Processor of the payment by the Controller of the Appointment Fee as described herein|