In this Data Protection Addendum defined terms shall have the same meaning, and the same rules of interpretation shall apply as in the remainder of the Agreement. In addition, in this Data Protection Addendum the following definitions have the meanings given below:
means applicable laws of the European Union (EU), the European Economic Area (EEA) or any of the EU or EEA’s member states from time to time together with applicable laws in the United Kingdom from time to time;
means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
means the names, mailing addresses, email addresses, and phone numbers regarding the other party's employees or consultants including such information regarding the other party’s suppliers and customers, used as part of maintaining its business relationships.
has the meaning given to that term in Data Protection Laws;
means as applicable and binding on the Customer, the Supplier and/or the Services:
(a) in the United Kingdom:
(i) the Data Protection Act 2018; and
(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;
(b) in member states of the European Union ('EU') and/or European Economic Area ('EEA'): the GDPR and all relevant EU and EEA member state laws or regulations giving effect to or corresponding with any of the GDPR; and
(c) any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;
means all liabilities, including all:
(a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and
(b) to the extent permitted by Applicable Law:
(i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority;
(ii) compensation which is ordered by a Supervisory Authority to be paid to a Data Subject; and
(iii) the reasonable costs of compliance with investigations by a Supervisory Authority;
has the meaning given to that term in Data Protection Laws;
means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws;
means the equipment specified in a relevant Order Form;
means the General Data Protection Regulation, Regulation (EU) 2016/679;
means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries;
(a) any countries outside the United Kingdom and/or the European Economic Area; or
(b) any International Organisation(s);
means the latest version of the list of Sub-Processors used by the Supplier, as Updated from time to time, which as at Order Acceptance is available at https://attractions.io/sub-processors/;
has the meaning given to that term in Data Protection Laws;
means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;
has the meanings given to that term in Data Protection Laws (and related terms such as 'process' have corresponding meanings);
has the meaning given to that term in paragraph 4.1(a);
has the meaning given to that term in Data Protection Laws;
means Personal Data in the Customer Data;
means the Standard Terms and Conditions between the Supplier and the Customer;
means another Processor engaged by the Supplier for carrying out processing activities in respect of the Protected Data on behalf of the Customer; and
means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.
natural persons who visit the Visitor Attractions.
The parties agree that:
(a) for the Protected Data, the Customer shall be the Controller and the Supplier shall be the Processor. Nothing in this Agreement relieves the Customer of any responsibilities or liabilities under any Data Protection Laws; and
To the extent the Customer is not sole Controller of any Protected Data it warrants that it has full authority and authorisation of all relevant Controllers to instruct the Supplier to process the Protected Data in accordance with the Agreement.
The Supplier shall process Protected Data in compliance with:
(a) the obligations of Processors under Data Protection Laws in respect of the performance of its and their obligations under the Agreement; and
(b) the terms of the Agreement.
In connection with the processing of Personal Data of Visitors and Authorised Users, the Customer shall, subject to clause 3.2, be fully responsible for:
(a) the form and content all fair processing and other information notices required by Data Protection Laws;
(b) ensuring all Data Subjects understand the Customer's fair processing notice;
(c) disclosing in its fair processing notice that the Customer will share Protected Data with the Supplier;
(d) the collection and maintenance of all necessary consents required by Data Protection Laws from such Data Subjects; and
(e) ensuring that the processing of Protected Data is lawful, fair and transparent and that lawful grounds exist for all processing activities in respect of the Protected Data which may be undertaken by the Supplier and its Sub-Processors in accordance with the Agreement.
In connection with the processing of Personal Data of Visitors, the Supplier shall ensure that the Customer has the ability to incorporate its fair processing and other information notices into each Mobile Application via a hyperlink or other technical means.
Insofar as the Supplier processes Protected Data on behalf of the Customer, the Supplier:
(a) unless required to do otherwise by Applicable Law, shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with the Customer’s documented instructions as set out in this paragraph 4.1 and paragraphs 4.2 and 4.3 (including when making a transfer of Protected Data to any International Recipient), as Updated from time to time ('Processing Instructions');
(b) if Applicable Law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and
(c) shall promptly inform the Customer if the Supplier becomes aware of a Processing Instruction that, in the Supplier’s opinion, infringes Data Protection Laws, provided that to the maximum extent permitted by mandatory law, the Supplier shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities (including any Data Protection Losses) arising from or in connection with any processing in accordance with the Customer’s Processing Instructions following the Customer’s receipt of that information.
The Customer acknowledges and agrees that the execution of any computer command to process (including deletion of) any Protected Data made in the use of any of the Services by an Authorised User will be a Processing Instruction (other than to the extent such command is not fulfilled due to technical, operational or other reasons, including as set out in the User Manual). The Customer shall ensure that Authorised Users do not execute any such command unless authorised by the Customer (and by all other relevant Controller(s)) and acknowledge that if any Protected Data is deleted pursuant to any such command the Supplier is under no obligation to seek to restore it.
Subject to applicable specific terms or the Order Form, the processing of the Protected Data by the Supplier under the Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in Appendix 1.
Taking into account the nature of the processing, the Supplier shall implement and maintain, at its cost and expense, the technical and organisational measures:
(a) in relation to the processing of Protected Data by the Supplier; and
(b) to assist the Customer insofar as is possible in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Protected Data, in each case at the Customer’s cost on a time and materials basis in accordance with the Supplier's pricing terms.
The Supplier shall not engage any Sub-Processor for carrying out any processing activities in respect of the Protected Data except in accordance with the Agreement without the Customer’s written authorisation of that specific Sub-Processor (such authorisation not to be unreasonably withheld, conditioned or delayed).
The Customer authorises the appointment of each of the Sub-Processors identified on the List of Sub-Processors as Updated from time to time.
The Supplier shall:
(a) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under paragraphs 2 to 14 (inclusive) that is enforceable by the Supplier (including those relating to sufficient guarantees to implement appropriate technical and organisational measures);
(b) ensure each such Sub-Processor complies with all such obligations; and
(c) remain fully liable for all the acts and omissions of each Sub-Processor as if they were its own.
The Supplier shall ensure that all persons authorised by it (or by any Sub-Processor) to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case the Supplier shall, where practicable and not prohibited by Applicable Law, notify the Customer of any such requirement before such disclosure).
The Supplier shall refer all Data Subject Requests it receives to the Customer without undue delay. The Customer shall pay the Supplier for all work, time, costs and expenses incurred in connection with such activity, calculated on a time and materials basis at the Supplier’s rates set out in the Supplier's pricing terms.
The Supplier shall provide such reasonable assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to the Supplier) to the Customer in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
(a) security of processing;
(b) data protection impact assessments (as such term is defined in Data Protection Laws);
(c) prior consultation with a Supervisory Authority regarding high risk processing; and
(d) notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Personal Data Breach,
provided the Customer shall pay the Supplier for all work, time, costs and expenses incurred in connection with providing the assistance in this paragraph 7.2, calculated on a time and materials basis at the Supplier’s rates set out in the Supplier's pricing terms.
Subject to paragraph 8.2, the Supplier shall not transfer, or otherwise directly or indirectly disclose, any Protected Data to any International Recipient without the prior written consent of the Customer except where the Supplier is required to transfer the Protected Data by Applicable Law (and shall inform the Customer of that legal requirement before the transfer, unless those laws prevent it doing so).
The Customer agrees that the Supplier may transfer any Protected Data for the purposes referred to in paragraph 4.3 to any International Recipient, provided all transfers by the Supplier of Protected Data to an International Recipient (and any onward transfer) shall (to the extent required under Data Protection Laws) be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws. The provisions of the Agreement shall constitute the Customer’s instructions with respect to transfers in accordance with paragraph 4.1(a).
The Customer acknowledges that due to the nature of cloud services, the Protected Data may also be transferred to other geographical locations in connection with use of the Service further to access and/or computerised instructions initiated by Authorised Users. The Customer acknowledges that the Supplier does not control such processing and the Customer shall ensure that Authorised Users (and all others acting on its behalf) only initiate the transfer of Protected Data to other geographical locations if Appropriate Safeguards are in place and that such transfer is in compliance with all Applicable Laws.
The Supplier shall maintain, in accordance with Data Protection Laws binding on the Supplier, written records of all categories of processing activities carried out on behalf of the Customer.
The Customer may by written notice to the Supplier request information regarding the Supplier’s compliance with the obligations placed on it under this Data Protection Addendum. On receipt of such request the Supplier shall provide the Customer (or auditors mandated by the Customer) with a copy of the latest third party certifications and audits to the extent made generally available to its customers. Such copies are confidential to the Supplier and shall be Supplier's Confidential Information for the purposes of the Agreement.
The Supplier shall, on request by the Customer, in accordance with Data Protection Laws, make available to the Customer such information as is reasonably necessary to demonstrate the Supplier’s compliance with its obligations under this Data Protection Addendum and Article 28 of the GDPR (and under any Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose provided:
(a) such audit, inspection or information request is reasonable, limited to information in the Supplier’s (or any Sub-Processor’s) possession or control and is subject to the Customer giving the Supplier reasonable prior notice of such audit, inspection or information request;
(b) the parties (each acting reasonably and consent not to be unreasonably withheld or delayed) shall agree the timing, scope and duration of the audit, inspection or information release together with any specific policies or other steps with which the Customer or third party auditor shall comply (including to protect the security and confidentiality of other customers, to ensure the Supplier is not placed in breach of any other arrangement with any other customer and so as to comply with the remainder of this paragraph 9.3);
(c) all costs of such audit or inspection or responding to such information request shall be borne by the Customer, and the Supplier’s costs, expenses, work and time incurred in connection with such audit or inspection shall be reimbursed by the Customer on a time and materials basis in accordance with the Supplier's pricing terms;
(d) the Customer’s rights under this paragraph 9.3 may only be exercised once in any consecutive 12 month period, unless otherwise required by a Supervisory Authority or if the Customer (acting reasonably) believes the Supplier is in breach of this Data Protection Addendum;
(e) the Customer shall promptly (and in any event within three Business Days) report any non-compliance identified by the audit, inspection or release of information to the Supplier;
(f) the Customer shall ensure that all information obtained or generated by the Customer or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure required by Applicable Law);
(g) the Customer shall ensure that any such audit or inspection is undertaken during normal business hours, with minimal disruption to the businesses of the Supplier and each Sub-Processor; and
(h) the Customer shall ensure that each person acting on its behalf in connection with such audit or inspection (including the personnel of any third party auditor) shall not by any act or omission cause or contribute to any damage, destruction, loss or corruption of or to any systems, equipment or data in the control or possession of the Supplier or any Sub-Processor whilst conducting any such audit or inspection.
In respect of any Personal Data Breach involving Protected Data, the Supplier shall, without undue delay:
(a) notify the Customer of the Personal Data Breach; and
(b) provide the Customer with details of the Personal Data Breach.
Following the end of the provision of the Services (or part) relating to the processing of Protected Data the Supplier shall dispose of Protected Data in accordance with its obligations under this Agreement. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Protected Data undertaken in accordance with the Agreement.
Subject to clause 15 of the Standard Terms and Conditions, the Supplier shall be liable for Data Protection Losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with the Agreement:
(a) only to the extent caused by the processing of Protected Data under the Agreement and directly resulting from the Supplier’s breach of the Agreement; and
(b) in no circumstances to the extent that any Data Protection Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of the Agreement by the Customer (including in accordance with paragraph 4.2(c)).
If a party receives a compensation claim from a person relating to processing of Protected Data in connection with the Agreement or the Services, it shall promptly provide the other party with notice and full details of such claim. The party with conduct of the action shall:
(a) make no admission of liability nor agree to any settlement or compromise of the relevant claim without the prior written consent of the other party (which shall not be unreasonably withheld or delayed); and
(b) consult fully with the other party in relation to any such action but the terms of any settlement or compromise of the claim will be exclusively the decision of the party that is responsible under the Agreement for paying the compensation.
The parties agree that the Customer shall not be entitled to claim back from the Supplier any part of any compensation paid by the Customer in respect of such damage to the extent that the Customer is liable to indemnify or otherwise compensate the Supplier in accordance with the Agreement.
This paragraph 12 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except:
(a) to the extent not permitted by Applicable Law (including Data Protection Laws); and
(b) that it does not affect the liability of either party to any Data Subject.
The Customer shall ensure that it, its Affiliates and each Authorised User shall at all times comply with:
(a) all Data Protection Laws in connection with the processing of Protected Data, the use of the Services (and each part) and the exercise and performance of its respective rights and obligations under the Agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and
(b) the terms of the Agreement.
The Customer warrants, represents and undertakes, that at all times:
(a) all Protected Data (if processed in accordance with the Agreement) shall comply in all respects, including in terms of its collection, storage and processing, with Data Protection Laws;
(b) the Protected Data is accurate and up to date;
(c) it shall establish and maintain adequate security measures to safeguard Protected Data in its possession or control from unauthorised access and copying and maintain complete and accurate backups of all Protected Data provided to the Supplier (or anyone acting on its behalf) so as to be able to immediately recover and reconstitute such Protected Data in the event of loss, damage or corruption of such Protected Data by the Supplier or any other person; and
(d) all instructions given by it to the Supplier in respect of Personal Data shall at all times be in accordance with Data Protection Laws.
This Data Protection Addendum (as Updated from time to time) shall survive termination (for any reason) or expiry of the Agreement and continue until no Protected Data remains in the possession or control of the Supplier or any Sub-Processor, except that paragraphs 11 to 14 (inclusive) shall continue indefinitely.
Performance of respective rights and obligations under the Agreement and delivery and receipt of the Services under the Agreement.
Until the earlier of final termination or final expiry of the Agreement, except as otherwise expressly stated in the Agreement.
Processing in accordance with the rights and obligations of the parties under the Agreement;
Processing as reasonably required to provide the Services;
Processing as initiated, requested or instructed by Authorised Users in connection with their use of the Services, or by the Customer, in each case in a manner consistent with the Agreement; and/or
In relation to each Service, otherwise in accordance with the nature and purpose identified in any specific terms.
In respect of Authorised Users:
full name; email address; phone number; location; device hardware and software information; IP address; time zone; and interactions.
In respect of Visitors, data including:
full name; email address; location; device hardware and software information; battery level; battery status; bluetooth status; mobile network carrier name; connected network SSID; location permission status; IP address; locale; time zone; and app interactions.
Authorised Users in respect of their use of the Control Panel
Visitors in respect of their use of Mobile Applications