AQ Subscriber Level Practitioner Licence

1.1       Definitions:

            Audit Right: as defined in Schedule 1

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.2.

Contract: the contract between the User and the Owner granting a licence to use the Work in accordance with these Conditions.

Owner: the owner of the copyright and trademark of the Work being Adaptai Limited, a limited company registered in England under company number 11715483. Registered address: 1a Kingsburys Lane, Ringwood, Hampshire, United Kingdom, BH24 1EL

Owner Reserved Rights means those rights specified in Schedule 1

User: the party specified in the Order having been certified by the Owner in the application of the Works and Materials who wishes to obtain a licence to practice as an AQ Subscription Level Practitioner and obtain the Rights to use the Works.

Rights means the rights specified in Schedule 1;

Services means the Subscriber Level services as specified on the Owner’s platform as amended from time to time;

Work means the AQai assessments and solutions.

1.2.1       Interpretation:

(a)        A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)        A reference to a party includes its personal representatives, successors and permitted assigns.

(c)        A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d)        Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e)        A reference to writing or written includes emails.

2.              Basis of contract

2.1           These Conditions apply to the Contract to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing and to the exclusion of any previous AQ Foundation Practitioner Licence terms and conditions entered into between the User and the Owner.

2.2           The Order constitutes an offer by the User to become a Subscription Level  AQ Practitioner and to purchase a licence granting the Rights to use the Work in accordance with these Conditions.

2.3           The Order shall be deemed to be accepted on the earlier of:

(a)        the Owner issuing a written acceptance of the Order; and

(b)        the User doing any act consistent with fulfilling the Order,

at which point the Contract shall come into existence (the Start Date).

2.4           The User waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the User that is inconsistent with these Conditions.

3.The Work and the Term

3.1 Owner owns all copyright and related rights in the Works and Materials set out in Schedule 1 (‘Work') which the Owner licenses User to use in accordance with these Conditions.

3.2 The Owner grants the User the Rights (as specified in Schedule 1) to the Work so long as the User pays the fees when due and fully performs its responsibilities in accordance with these Conditions.

4.User’s Responsibilities

4.1 The User agrees that the Owner is the only owner of copyright and related rights in the Work. The User will not claim any ownership rights in the Work, or any work derived or adapted from it. All rights that the User might gain from use of the Work will belong to the Owner including any new copyrights and any rights over data obtained during the assessment process and the output thereof.

4.2 During the Term, the User will:

4.2.1 use the Work only in accordance with these Conditions ;

4.2.2 comply with all of the Owner's specifications and directions about the use of the Work and the standard or quality of the application of the Work and any other reasonable rules or directions of the Owner from time to time, and:

4.2.3 provide on request anonymised samples of the application of the Work carried out for the Owner's approval;

4.2.4 pay all fees due to the Owner on time;

4.2.5 grant the Owner the Audit Right in relation to the application as specified in Schedule 1;

4.2.6 include on all copies of the Work, including digital, the following trademark notice: ‘AQ’ and ‘AQai’ are registered trademarks of Adaptai Limited (2019) distributed under licence ';

4.2.7 hand over to the Owner all unused copies of the Work at the end of the Term;

4.2.8 tell the Owner in full without delay if the User learns of any infringement or threatened infringement of the Work or any of it and cooperate fully in any action taken by the Owner;

4.2.9 pay the Owner in full for all costs of and losses from any claim against the Owner due to any breach of these Conditions by the User in making use of the Work, except where such claim is due exclusively to any breach of this Contract by the Owner;

4.2.10 not develop, build or be interested, whether directly or indirectly, in any other adaptability assessment tool or provider in competition with the Work for the Term and for a period of 12 months following termination of the Contract;

4.2.11 at all times positively champion the use of the AQai brand and services;

4.2.12 at all times provide the Subscriber Services specified from time to time on the Owner’s platform with all due skill and care.

4.3       The User will not use the Work as the sole guiding factor for the purpose of advising a company on hiring or for the purpose of performance reviews or similar as it is intended to be used as supportive data to be considered alongside other metrics and indicators in any hiring or promotion related decision and as a tool for providing individuals (End Users) undergoing the assessment with an aid to gauge his/her ability to progress in his/her field and help and support with any issues raised following the assessment which may hinder such ambition. All End Users shall have the right to limit sharing of his/her assessment score in an anonymised form. The Owner reserves the right not to  share individual responses to the assessment questions.

4.4 During the Term of this Contract the User will not pass or grant any of its rights under this Contract to another person;

5.         Owner’s Responsibilities

5.1 The Owner promises that:

5.1.1 there are no claims concerning the Work which would prevent or restrict the User from exercising the Rights;

5.1.2 it is fully entitled to enter into and perform this Contract, and will remain so throughout the Term;

5.1.3 it has obtained and paid for all consents, approvals and clearances required to entitle it to grant the Rights to the User;

5.1.4 no part of the Work is unlawful, defamatory or obscene;

5.1.5 it will deliver to the User in a timely manner any Work and Materials as may be defined more fully in Schedule 1.

5.2   The Owner does not accept any liability for the outcome of the AQai assessment as the accuracy of the assessment report relies on the accuracy of the information inputted by the end user.

6.         Confidentiality

6.1 The Owner and the User agree that, during the Term, either of them may receive confidential information in respect of the other. Both the Owner and the User agree to keep such confidential information in strict confidence and not to disclose it (other than to their own employees and professional advisers (on a confidential and need to know basis).

6.2 The User may not use or disclose to anyone, any confidential information about the Owner’s business that the User may see or find out when providing any services hereunder, including confidential information in any form relating to clients, products, technical data and trade secrets, unless:

6.2.1 the Owner approves its disclosure;

6.2.2 the law requires it to be disclosed;

6.2.3 the information is already public and known by others (but not because the User told them).

6.3 The User will protect the confidential information against unauthorised disclosure by using the same degree of care as they take to look after and keep safe their own confidential information of a similar nature, being at least a reasonable standard in line with professional industry standards.

6.4 confidential information shall mean any trade secrets or other information (in whatever form and wherever kept) relating to the business or clients of the Owner, which is confidential to the Owner (which may be marked as "confidential", is described as "confidential" which is obviously confidential), and includes any copies of such information.

6.5 At any time during the Term, the User will immediately return to the Owner on request, all confidential information and anything else the Owner owns, such as paperwork and data and documents created by the User in relation to the Owner’s business during the Term.

7.Ending the Contract

7.1 The Owner may terminate the Contract and any licences granted hereunder immediately, by sending the User written notice, without having to pay anything, if at any time the User:

7.1.1 fails to comply with the Owner's reasonable and lawful directions;

7.1.2 fails to pay any money payable under this Contract when due;

7.1.3 is declared bankrupt, insolvent or makes any arrangement with people they owe money to, to put off or delay the debt, or has a receiver appointed over their assets or suffers any similar adverse financial event;

7.1.4 is guilty of any fraud or dishonesty or acts in any way which the Owner believes damages its reputation or which might seriously damage the Owner's business;

7.1.5 commits any material or repeated breach of any of its obligations under this agreement, and (assuming that the breach can be put right) does not put it right within 14 days of receiving a written notice from the Owner which requires them to do so.

7.1.6 The reasons listed in this clause do not limit any of the Owner's other legal rights to end this Contract including in accordance with paragraph 5 of Schedule 1 . If the Owner delays in exercising its rights to end this Contract, this does not mean that it is giving up its right to end it in future.

7.2    The User may terminate the Contract and therefore all licences granted by the Owner hereunder in accordance with paragraph 5 of Schedule 1.

8.         Responsibilities on Termination

8.1       At the end of the Term:

8.1.1 the User will, as soon as they reasonably can and in any case within twenty-eight days, hand over to the Owner all copies of the Work and delete all digital copies of the Work from their computers and sign a statement that they have done these things;

8.1.2 not use, administer or copy the Work or any part of it and all licences granted hereunder including any right to refer to such licence shall immediately cease .

9.    Status

9.1 Nothing in this agreement will create a partnership, joint venture, employment or agency between the Owner and the User and neither may make any binding commitment on behalf of the other.

10.    Notices

10.1 Any notice sent under this agreement must be in writing and must either be delivered by email or by hand or by pre-paid first class post or recorded delivery at the registered address for Owner or User which is set out in the Order.

10.2 If a notice is properly sent by post, it will be assumed to have been received on the second business day after it was posted. If sent by email to the correct address, it will be deemed to have been received by 9am on the first business day following transmission.

11.     Personal Data

The use of, sharing and protection of Personal Data is dealt with in Schedule 2 hereto. 

12.       Anti-bribery and anti-corruption

12.1     The User shall:

(a)        comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

(b)        comply with the Owner’s Anti-bribery and Anti-corruption Policies which can be found on the Owner’s Platform at this link as the Owner may update them from time to time] (Relevant Policies);

(c)         have and shall maintain in place throughout the term of this agreement its own policies and procedures, including [but not limited to] adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate;

(d)        notify the Owner (in writing) if it becomes aware of any breach of clause 12.1(a) or clause 12.1(b), or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage [in connection with the performance of this agreement;

(e)        within 3 months of the date of the Start Date, and annually thereafter, certify to the Owner in writing signed by the User, compliance with this clause 11 by the User and all persons associated with it under clause 11.2. The User shall provide such supporting evidence of compliance as the Owner may reasonably request.

12.2     The Supplier shall ensure that any person associated with the Supplier who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 12 (Relevant Terms). The User shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Owner for any breach by such persons of any of the Relevant Terms.

12.3     Breach of this clause 1 shall be deemed a material breach under clause 7.1.5.

12.4     For the purpose of this clause 12, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 11 a person associated with the User includes but is not limited to any subcontractor of the User.

13.    General

13.1 These Conditions and the Order and any guidelines provided by the Owner to the User from time to time or any other documents referred to in these Conditions is the whole Contract between the Owner and the User and replaces any previous agreements between them.

13.2 If either the Owner or the User wishes to change these Conditions, the change must be in writing and must be signed by both of them however the Owner has the right to change or modify any of the services provided by it from time to time.

13.3 No one other than the Owner and the User has any rights under this Contract.

13.4 The User may not assign this Contract or any of their rights or obligations under it. The Owner may assign this agreement or any of its rights and obligations to any company owned by, or which is an affiliate or subsidiary of, the Owner, or to anybody acquiring the Owner company or its assets.

13.5 If any court decides that any part of this Contract is invalid or may not be fully enforced, the rest of this agreement will remain valid and enforceable.

14.    Disputes

14.1 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Contract or any breach of it.

14.2 If any such dispute cannot be settled amicably through ordinary negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.

14.3 If the Parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.

14.4 Within 14 days of the appointment of the mediator (either by mutual agreement of the Parties or by LawBite in accordance with their mediation procedure), the Parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.

14.5 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

14.6 If the Parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both Parties, shall be final and binding on them.

14.7 If the Parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the Parties) of the mediator being appointed, or if either Party withdraws from the mediation procedure, then either Party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.

14.8 Any dispute shall not affect the Parties' ongoing obligations under the Agreement.

14.9 This agreement is made under English law and the Owner and the User agree that English courts are the only place where disputes can be resolved. They agree that they cannot change their minds about this.

Schedule 1

This Schedule refers to some terms agreed in relation to the rights granted to the User hereunder:

1.         Audit Right

The User will allow the Owner to audit the User's use of the Works, not more than once each year during the Term on reasonable notice. If the audit shows that the User has not been administering the Work in accordance with this Contract and the reasonable directions of the Owner, the Owner may immediately terminate the licence.

2.         Fees:

The annual fee to become a Subscriber Level AQ Practitioner shall depend on the then current fee for the subscription level chosen by the User as stated on the Owner’s Platform here (Subscription Level Platform) on the Start Date or auto-renewal date  and as stated in the Order and is payable either in advance on the Start Date or auto-renewal date or monthly by direct debit in accordance with the Order. The fee entitles the User to the discounts, commissions and referral fees as stated on the Subscription Level Platform on the Start Date or auto renewal date depending on the subscription level chosen by the User and as stated in the Order:

As a Subscriber Level Practitioner, the User will receive access to:

• A pre-defined number of AQme Assessment credits, in line with the subscription level chosen, as detailed on the Subscription Level Platform from time to time;

• Additional AQai services, in line with the subscription service chosen, as detailed on the Subscription Level Platform from time to time;

• An ongoing purchase price for additional AQme Assessment credits, in line with the subscription service chosen, as detailed on the Subscription Level Platform from time to time, for the duration of the subscription. [The current recommended retail price for distribution of the AQ Assessments by the User to End Users is $45 to $65.].  

    For the avoidance of doubt, there shall be no refund owing to the User for unused subscription services. 

    In the event that any of the fees or prices are increased by more than 20% less than 30 days prior to any auto renewal date, the User shall have the right to choose to terminate the Contract on the auto renewal date notwithstanding that less than 30 days notice shall have been given to the Owner.

3.         Order: 

     The User's order to become a subscriber on the Owner’s Platform (Order).

.

4.         Rights

4.1        The User may carry out the following acts including by digital means in respect of  the Work:

4.2        Make one copy of the support Materials for internal purposes only;

4.3        Advertise or promote the Work provided always that the proper accreditations and acknowledgements are made in relation to any content provided by the Owner or which refers to the AQ or AQai systems and solutions. The Owner grants to the User a non-exclusive licence to use its copyright, brand and logos, trademarks and certification badges as per the level of  qualification  achieved in any content provided by the User on condition that all guidelines provided to the User hereunder and from time to time by the Owner relating to the usage of its copyright, brand, logo and trademarks are followed and, if so requested by the Owner, subject to the specific prior written approval of the Owner;

4.4        All intellectual property rights in the branding licensed under clause 4.1 are and shall remain the property of the Owner;

4.5        Sell the User’s services in accordance with this Contract and any guidelines provided to the User by the Owner from time to time.;

4.6        The licence granted hereunder does not grant any rights to the User to edit or adapt or modify the Work or any part of it.

4.7        The Owner may freely license the Work to others.

4.8        The Owner may freely exercise the following Rights in respect of the Work (‘The Owner Reserved Rights'):

Copy; edit, modify or adapt, distribute; advertise or promote; transmit; make available; license and sell.

5.         Term

The Contract shall stay in force from the Start Date for a fixed period of one year from the commencement date unless earlier terminated in accordance with these Conditions and will automatically renew for additional one-year periods from each anniversary of the Start Date, unless either the User or the Owner gives the other not less than thirty (30) days written notice of non-renewal before the end of any one year term. If the User is paying monthly, the Contract shall stay in force for a minimum period of 3 months from the Start Date (subject to termination in accordance with clause 7) and can then be terminated on not less than thirty (30) days’ written notice by either the User or Owner.

6.         Work

Including but not limited to:

AQai assessment, platform administration, reports and improvement interventions

Business model, plans and vision documents

AIDA - digital coaching research, application and experience

ML, AI and NLP models used in the assessment, coaching experience and report structure

Adaptiotic table and model of AQ

Training materials, documents, videos and lectures

Promotional and marketing materials inc, Documentary film, emails, podcasts, presentations, guidelines and research studies

Schedule 2

Personal Data

1. The following definitions and rules of interpretation apply in this Schedule 2:

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained parts of the General Data  Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended and the guidance and codes of practice issued by the Supervisory Authority

Personal Data means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Special categories of personal data means information about an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health, sex life or sexual orientation and biometric/genetic data. This data is not processed.

Shared Personal Data means the Personal Data to be shared and processed between the Parties. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: The name, title, gender, email addresses, telephone numbers, location, date of birth, job titles, work tenure and any specific data obtained during the AQ assessment of Data Subjects undergoing AQ Assessments.

Joint Controller, Controller, data controller, processor, data processor, data subject as set out in the relevant Data Protection Legislation in force at the time.

Data Discloser means the party transferring the Personal Data to the Data Receiver. Either party may be a Data Discloser.

Data Receiver means the party receiving the Personal Data from the Data Discloser. Either party may be a Data Receiver.

Permitted Recipients means the parties to this Contract, the directors and employees of each party, and any third parties engaged to perform obligations in connection with this Contract.

Process/Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

2    Roles and Responsibilities

Each party shall nominate a single point of contact who can be contacted in respect of queries or complaints in relation to this Clause 11 or any data protection issues.

The Owner’s Data Manager can be contacted at [email protected] 

The User can be contacted using the contact details specified in the Order.

3     Joint Controllers

The parties shall be Joint Controllers in relation to the Shared Personal Data: The Owner provides a platform for the processing of personal data of Data Subjects who wish to receive AQ Assessment reports. The User shall engage and collect the Personal Data of Data Subjects who wish to receive such assessment and this clause 11 reflects the arrangements that they have agreed to put in place to facilitate the sharing of Personal Data relating to Data Subjects engaged by the User and disclosed to the Owner for the Agreed Purposes for which that Personal Data may be used.

4      Agreed Purposes

The Parties consider that the sharing of Personal Data is necessary to enable the following agreed purposes of the Parties:

a)     to enable each Data Controller to deliver on its contractual obligations to the other;

b)     to enable the Owner to process, on its platform, the data disclosed to it by the User for the purpose of delivering AQ Assessments to Data Subjects engaged by the User, who have consented thereto and, for the results of such assessments to be shared with the Data Discloser for the purpose of distributing the assessment reports to the Data Subject. The assessment results may be shared with the employer of the Data Subject where the employer has purchased the assessments for its employees, however such results shall be anonymised at the Data Subject's request.

5    Data Protection

5.1   Each party acknowledges that the Data Controller (as the Data Discloser) will, as necessary, disclose to the Data Controller (as the Data Recipient) Shared Personal Data collected by the Data Controller for the Agreed Purposes.

5.2  Each party shall comply with all the obligations imposed on a controller under the Data Protection Laws in the performance of its obligations under these Conditions and any other agreement between the parties which pertains to Shared Personal Data (“Relevant Agreements”), and any material breach of the Data Protection Legislation in respect of a Relevant Agreement by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Contract with immediate effect.

6. Data Protection Obligations

Each party shall:

a)     be responsible for the creation and publication of their own privacy notices;

b)     ensure that such privacy notices are clear and provide sufficient information to Data Subjects in order for them to understand what of their Personal Data is being shared between the Parties, the circumstances in which it will be shared, the purposes for the Data Sharing and either the identity of the party with whom the data is shared or a description of the type of organisation that will receive the Personal Data, as well as how Data Subjects can make a Data Subject Access request;

c)     ensure it has all necessary notices in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

d)     give full information to any data subject whose Personal Data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors or assignees. Such information shall be contained within the Privacy Notice of each party;

e)     process the Shared Personal Data only for the Agreed Purposes; not disclose or allow access to the Shared Personal Data to anyone other than the Permitted

Recipients;

f)      ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous that those imposed by this Agreement;

g)     ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, personal data;

h)     not transfer any Personal Data outside the UK.

7     Mutual Assistance

Each party shall provide reasonable assistance to the other in complying with all applicable requirements of the Data Protection Legislation insofar as they pertain to Relevant Agreements. In particular, each party shall:

a)     consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

b)     promptly inform the other party about the receipt of any data subject access requests;

c)     provide the other party with reasonable assistance in complying with any data subject access request;

d)     not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

e)     assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities and regulators;

f)      notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

g)     use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

h)     maintain complete and accurate records and information to demonstrate its compliance with these Conditions; and

i)      provide the other party with contact details of at least one employee as point of contact and responsible officer for all issues arising out of the Data Protection Laws, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Laws.

8      Data Retention

8.1     The parties shall not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purposes save as required by legislation.

8.2     The parties shall publish details of their respective retention schedules on their websites.

8.3     On termination of  this Contract for whatever reason the User will return or destroy any shared data unless they are required to keep the data by legislation. The Owner may retain the data in anonymised form for such time as is required to use Assessment Reports for statistical data.

9. Indemnity

Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including any direct or indirect losses and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis and all other reasonable professional costs and expenses), but not including consequential losses, loss of profit or loss of reputation) suffered or incurred by the indemnified party caused by the breach of Data Protection Legislation in respect of a Relevant Agreement by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it and reasonable assistance in dealing with the claim.

10. Variation and Review

10.1 The effectiveness of the Agreement shall be reviewed alongside any contractual renewal between the Parties.

10.2 In the event of a data breach this Agreement shall be reviewed immediately to determine what, if any, amendments are required to ensure that no further breaches take place.