TERMS & CONDITIONS

Loxias

These Terms of Service set out the terms and conditions upon which Loxias provides the Loxias Service via the Website.

  1. INTERPRETATION
    1. In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

“Access Period” means the time period for which the Customer is permitted to access the Loxias Report as detailed in the Account;

“Account” means the Customer’s account accessible via the Website;

“Agency Customer” means a Customer that uses the Loxias Services for the purpose of resale to its customers, or for use as part of the services it provides to its customers;

“Agreement” means the agreement between the Customer and Loxias for the provision of the Loxias Service comprising these Terms of Service and the Purchase Orders;

“Benchmark” means Loxias’ Benchmark service as described on the Website at https://loxias.ai/product/benchmark/;

“Brand Health” means Loxias’ Brand Health service as described on the Website at https://loxias.ai/product/brand-health/;

“Brand Customer” means a Customer using the Loxias Services for its own internal business related purposes and not for resale, or as part of any services it provides to its Customers;

“Business Hours” means the hours between 08:00 to 18:00 Eastern Standard Time;

“Customer” means the person or organisation identified as the customer in the  Account, using the Loxias Service for commercial purposes. For the purposes of this Agreement, ‘commercial purpose’ is limited to activities which are carried out for purposes wholly or mainly outside the Customer’s trade, business, craft or profession;

“Customer Data” means any content or data transferred to or accessed by Loxias as a result of the Customer’s use of the Loxias Service, including but not limited to the Relevant Data;

“Commencement Date” means the date on which the Customer opens its Account and agrees to these Terms of Service;

“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;

“Influencer” means Loxias’ Influencer service as described on the Website at https://loxias.ai/product/influencer/;

“Loxias” means Loxias Limited a company incorporated in England and Wales with company number 14068686 and with its registered office at Lumaneri House, Blythe Gate, Blythe Valley Park, Solihull, United Kingdom B90 8AH;

“Loxias Bespoke Report” means custom-made reports that are not categorised as a Loxias Standard Report;

“Loxias Report” means a Loxias Standard Report or a Loxias Bespoke Report, as relevant;

“Loxias Standard Report” means either a Benchmark, Brand Health, Influencer or Thematic report (or any combination thereof) as identified in the applicable Purchase Orders;

“Loxias Service” means the compilation and delivery of the Loxias Report purchased by the Customer, the provision of access to such Loxias Report via the Account for the duration of the Access Period, and the provision of the Support Features, each as described in the Agreement;

“Malware” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices);

“Purchase Order” means the order the Customer places through the Account to purchase the Loxias Reports which sets out amongst other things the Loxias Reports purchased, the Customer’s report parameters and the applicable Service Fees;

“Relevant Data” means performance and customer interaction data of your brand(s) on the social media platforms and websites identified in the Customer’s report parameters in the applicable Purchase Order. Note that for all the Loxias Standard Reports, Loxias only works with publicly available data and does not access any private data, or any data which may be available through passwords and login credentials on any website or platform;

“Service Fees” means the price payable by the Customer for the Loxias Reports as set out in the applicable Purchase Order;

“Support Features” mean the support features described in clause 11.2;

“Terms of Service” means these terms and conditions of service;

“Thematic” means Loxias’ Thematic service as described on the Website at https://loxias.ai/product/thematic/;

“Third Party Providers” shall have the meaning given to them in clause 5.3;

“User” means any person authorised by the Customer to access the Loxias Service on behalf of the Customer;

“Website” means https://www.loxias.ai or any other website notified to the Customer by Loxias from time to time.

  1. LOXIAS SERVICE
    1. Upon signing up for an Account, the Customer may purchase the Loxias Services which Loxias makes available via the Website, for the duration of the Agreement.
    2. Loxias shall provide the relevant Loxias Service in accordance with the relevant Purchase Order on and subject to the terms of the Agreement provided that Loxias shall not be obliged to provide a particular Loxias Service to the Customer until such time as the relevantPurchase Order has been confirmed as complete by Loxias in writing.
    3. Loxias may monitor the Customer’s use of the Loxias Service to ensure quality, improve its services, and verify the Customer’s compliance with the Agreement.
  2. DURATION
    1. The Agreement shall start on the Commencement Date and shall continue unless terminated in accordance with clause 12.
  3. ACCESS TO THE LOXIAS SERVICE
    1. To purchase any Loxias Service in accordance with these Terms of Service, the Customer must create an Account and make a Purchase Order. .
    2. If the Customer is a Brand Customer, Loxias grants to it a limited, non-exclusive, non-transferable, personal and non-sub-licensable licence to permit Users to access the Loxias Reports purchased via its Account for the Access Period and to access the Support Features in relation to such Loxias Reports.
    3. If the Customer is an Agency Customer, Loxias grants to it a limited and non-exclusive, licence to permit Users to (a) access the Loxias Reports purchased via its Account for the Access Period; (b) use such Loxias Reports for resale to its own Customers, or as part of any services which the Customer provides to its Customers; and (c) access the Support Features in relation to such Loxias Reports.
    4. The Customer shall ensure that each User is duly authorised to act on behalf of the Customer, including in respect of placing Purchase Orders pursuant to this Agreement.
    5. The Customer must treat, and shall procure that each User treats, any username and password used to access the Loxias Service or the Customer’s Account as Confidential Information and any activities that occur under its Account including the activities of Users are the responsibility of the Customer.
    6. Loxias may disable any username or password, at any time and at Loxias’ sole discretion, if the Customer’s Account has been, or may have been, compromised or misused.
    7. The Customer shall, and shall procure its Users shall, use “strong” passwords which shall be [at least eight (8) characters and not featured on any compromised password list in connection with its Account].
    8. If the Customer has any concerns about the login details for its Account or thinks they have been misused, please contact Loxias at [email protected]
    9. The Customer must take reasonable precautions to prevent any unauthorised access to, or use of, the Loxias Service and the Account and, in the event of any such unauthorised access or use, promptly notify Loxias.
    10. The Customer recognises that Loxias is always innovating and finding ways to improve its services with new features and services. Therefore, the Customer agrees that the Loxias Service and the Loxias Reports offered on the Website may change from time to time, and no warranty, representation or other commitment is given in relation to the continuity of any functionality of any part of the Loxias Service.
    11. Loxias will use commercially reasonable endeavours to make Loxias Reports available in the Account  within the timeframes indicated in Loxias’ order confirmation of the applicable Purchase Order.
  4. CUSTOMER’S OBLIGATIONS
    1. The Customer:
      1. shall provide Loxias with access to all information necessary for Loxias to provide the Loxias Service or as otherwise reasonably requested by Loxias, including the Customer’s report parameters;
      2. warrants that it has all necessary licences, consents, and permissions to provide Loxias with the required information pursuant to clause 5.1.1 above, and that the same shall be accurate and complete (as at the date of submission);
      3. must comply with all applicable laws and regulations with respect to its use of the Loxias Service, the Account and its activities under the Agreement;
      4. must use and ensure its Users use the Loxias Service and the Account in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Loxias Service or the Account by any Users;
      5. must obtain and shall maintain all necessary licences, consents, and permissions necessary for Loxias to perform its obligations to the Customer under the terms of the Agreement;
      6. is solely responsible for any integration and configuration of its network, applications and systems required to access the Loxias Service or the Account;
      7. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Loxias Service or the Account;
      8. must imply in any way that it is associated with the Website, Loxias or its affiliates.
      9. must not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to the Website or any of the Loxias Services without first having obtained the prior written authorisation of Loxias;
      10. must not use the Loxias Service, the Website or the Account: (a) to access, store, distribute or transmit or prepare for distribution or transmission any Malware; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to infringe any copyright, database right or trademark of any person; (e) to transmit, send prepare for transmission or prepare for sending any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (‘spam’); or (f) to interfere with or attempt to interfere with or compromise the integrity or security of the Loxias Service, the Website or the Account; and
      11. shall ensure that , where the Customer shares any Loxias Report or any part of it with any third party, such Loxias Report clearly displays the notice “study produced/developed by Loxias”, or any notice which Loxias may notify the Customer in writing from time to time and shall not remove any such notice.
    2. The Customer agrees that failure to comply with clause 5.1 constitutes a material breach of the Agreement, and may result in the immediate, temporary or permanent withdrawal of any rights to use or access the Loxias Service or its Account as reasonably necessary to mitigate any damage or loss caused by the breach.
    3. The Customer acknowledges and agrees that:
  1. Loxias utilises its artificial intelligence capabilities, business and consumer intelligence tools, data science and analysis expertise to create Loxias Reports based on the Relevant Data;
  1. Loxias obtains the Relevant Data from various third party providers, publicly available internet data sources and websites referred to in the applicable Purchase Order and Loxias’ third party service providers of online tools for social media analytics and monitoring (“Third Party Providers”);
  1. such Third Party Providers are independent of Loxias, and Loxias’ entire liability arising out of or in connection with such Relevant Data and its engagement of such Third Party Providers is as set out in the Agreement.
  1. By purchasing the Loxias Service, Customer is expressly authorising Loxias and the relevant Third Party Providers to obtain Relevant Data from or about the Customer’s (or the Customer’s customer’s) profiles or handles on such social media platforms as required for the provision of the Loxias Service.  Loxias expressly disclaims and excludes all representations, warranties, and liability (in so far as permitted under applicable law) under or in connection with such social media platforms, and their use in the provision of the Loxias Service.
  2. The Customer acknowledges that it is responsible for all Customer Data distributed or transmitted under its Account (including by its Users).
  3. All material, documents, records, processes and works held by Loxias including but not limited to Customer Data (“Materials”) are periodically subject to review by external auditors. Such audits may include reviews of Materials relating to provision of the Loxias Service to the Customer by Loxias. The Customer hereby agrees for all such Materials being used for the purposes of any such audits or reviews provided that any auditor or reviewer shall be subject to express confidentiality obligations in relation to such Material shared with them.
  4. The Customer shall indemnify and hold Loxias harmless in respect of all losses, claims, demands, actions, and expenses which Loxias may incur arising out of or in connection with the Customer’s use of the Loxias Service and the Website.
  1. IMPORTANT NOTE ON INTELLECTUAL PROPERTY RIGHTS
    1. All intellectual property rights in the Loxias Service, the Loxias Reports, the Website and all content contained therein (including but not limited to the screen displays, the content, the text, graphics, functionality and look and feel of the Loxias Service and the Website), and any other content or work products generated by Loxias in the course of providing the Loxias Service or the Website, except for any Customer Data, belongs to Loxias or its licensors.
    2. Loxias’ name and all related names, logos, product and service names, designs and slogans are trade marks of Loxias or its affiliates or licensors. All other trade marks, service marks, company names or logos are the property of their respective holders. Any use by the Customer of these marks, names and logos may constitute an infringement of the holders’ rights. Loxias does not warrant that the Loxias Service and/or the Website do not infringe any intellectual property rights of third parties.
    3. Subject always to the Customer’s compliance with the Agreement, Loxias hereby grants the Customer a limited, non-exclusive, non-transferable license to use and display the Loxias name and logo (a) as part of its use of the Loxias Reports in the course of carrying out its business and (b) in the Customer’s place of business and its website and marketing material to provide notice that Loxias has provided or provides the Loxias Service to the Customer.
    4. The Customer will not, when using the Loxias Service or Website, except as may be allowed by any applicable law which is incapable of exclusion by Loxias and to the extent expressly permitted under these Terms of Service:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of [the Loxias Service] in any form or media or by any means;
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Loxias Service; or
      3. access all or any part of the Loxias Service in order to build a product or service which competes with the Loxias Service or use or attempt to use the Loxias Service to directly compete with Loxias.
    5. The Customer grants Loxias a licence to access, download and use the Customer Data for the purposes of providing the Loxias Service to the Customer in accordance with the Agreement, producing anonymised or anonymised and aggregated statistical reports and research and for developing and improving Loxias Services.  Otherwise, Loxias claims no rights in the Customer Data.
    6. The Customer shall maintain a backup of Customer Data and Loxias shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.
  2. PUBLICITY
    1. Loxias may use the Customer’s name, logo and related trademarks in any of Loxias’ publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the Loxias Service and alongside any testimonials that the Customer has agreed to give.
    2. The Customer may request Loxias to stop using the Customer’s name, logo and related trademarks at any time by contacting Loxias in writing at [email protected].
  3. DATA PROTECTION
    1. If any of the Customer Data contains personal data, the parties will process such personal data in accordance with the Data Processing Schedule in circumstances where the Customer is the controller and Loxias is the processor in respect of such processing.
    2. For the purposes of the Agreement, “controller”, “personal data”, “processor” and “process” shall have the meanings as set out in the Data Processing Schedule.
  4. CONFIDENTIAL INFORMATION
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of the terms of the Agreement.
    4. Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.
  5. PRICE AND PAYMENT
    1. The Customer will pay the Service Fees as set out in the applicable Purchase Order.
    2. Loxias does not collect or store any of the Customer’s payment information. Payment of the Service Fees is managed by Loxias’ third party payment provider and will be subject to their terms.
    3. All amounts and fees stated or referred to in the Agreement are exclusive of value added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities (where applicable) unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees.
  6. SUPPORT FEATURES
    1. Loxias will use commercially reasonable endeavours to respond to a Support Request within 24 Business Hours.
    2. Loxias shall provide reasonable customer support for a period of 5 Business Days from the date upon which the Loxias Report is first made available to the Customer during which time the Customer may request further clarification concerning the Loxias Report (each a “Support Request”), (the “Support Features”).
    3. The Customer shall submit all Support Requests by email to [email protected] or through the chat feature available via the Account.
  1. The Customer acknowledges that 7 days after completion of a Loxias Report , the set up of the parameters used to obtain the Relevant Data for such Loxias Report shall be deleted.
  2. The Customer acknowledges that elements of the Loxias Service are dependent on the Internet and access to various third party services, including those of Third Party Providers.
  3. The Customer agrees that Loxias is not responsible for the non-availability or interruption to the Loxias Service or the Website caused by any such non-availability of the Internet or any such third party services.
  1. SUSPENSION AND TERMINATION
    1. Loxias may terminate the Agreement by notice with immediate effect, or such notice as Loxias may elect to give:
      1. for convenience provided that all Loxias Reports purchased under a Purchase Order have been delivered, in which case Loxias shall deliver any relevant Loxias Reports in respect of which the applicable Custom has not expired, to the Customer’s email address as specified in the Account; or
      2. if the Customer is in breach of applicable law and/or the Agreement;
      3. if the Customer infringes Loxias’ intellectual property rights in the Loxias Service; or
      4. if the Customer has not purchased any Loxias Service for a continuous period of 2 years.
    2. Either party may terminate the Agreement at any time on written notice to the other if the other:
      1. is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
      2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
    3. On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Customer’s right to access and use the Loxias Service and the Account will end.
    4. Upon termination of the Agreement, the Customer may request that any Customer Data is deleted. If the Customer fails to make such a request, Customer Data will be subject to deletion in accordance with Loxias’ data deletion protocols and Loxias shall not be held responsible for the deletion of such Customer Data.
    5. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
  2. WARRANTY
    1. Loxias warrants and undertakes that:
      1. it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement; and
      2. it will comply with all applicable laws and regulations with respect to its obligations under the Agreement.
    2. Loxias undertakes that the Loxias Service will be performed with reasonable skill and care in accordance with good industry practice.
    3. Save as set out in the Agreement, the Loxias Service is provided on an “AS IS” and “AS AVAILABLE” basis and Loxias gives no representations, warranties, conditions or other terms of any kind in respect of the Loxias Service, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement.
    4. The Customer acknowledges that the content of the Loxias Report will depend on (a) the availability of any relevant social media platform required by Loxias to obtain the Relevant Data (b) the information and parameters which the Customer provides to Loxias; and (c) the amount and quality of the Relevant Data, and Loxias shall not have any liability for any element of the Loxias Report that is inaccurate or incomplete to the extent that the same is caused by any Relevant Data (or the non-availability of Relevant Data).
    5. Except as expressly and specifically provided for in the Agreement:
      1. the Customer assumes sole responsibility for any results obtained from the use of the Loxias Service and for any decisions or actions taken arising from such use and it relies on the results obtained from the Loxias Service at its own risk;
      2. all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement;
      3. Loxias will not be responsible for any errors, interruptions, delays, failures or non-availability affecting the Loxias Service or the performance of the Loxias Service which are caused by third party services or errors or bugs in software, hardware or the internet on which Loxias relies to provide the Loxias Service and the Customer acknowledges that Loxias does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet; and
    6. any delay or inability of Loxias to provide the Loxias Service in accordance with the Agreement or the applicable Purchase Order caused directly or indirectly due to any relevant social media platform suspending or ceasing to make any required functionality available (as required by Loxias to obtain the Relevant Data) (whether on a permanent or temporary basis) due to any reason, shall not amount to a breach of the Agreement by Loxias.
  3. LOXIAS’ LIABILITY
    1. Subject to clause 14.2, Loxias will not be liable for losses that result from Loxias’ failure to comply with the Agreement, in tort (including negligence) or otherwise for the following categories of loss or damage: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
    2. Nothing in the Agreement excludes or limits Loxias’ liability for death or personal injury caused by Loxias’ negligence or for fraud or fraudulent misrepresentation.
    3. Loxias’ total liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, for all claims arising within any contract year in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Service Fees paid by the Customer during that contract year (and a “contract year” shall mean a 12 month period commencing with the Commencement Date or any anniversary of it).
  4. WRITTEN COMMUNICATIONS
    1. Applicable laws may require that some of the information or communications Loxias sends to the Customer should be in writing. The Customer accepts that communication with Loxias will be mainly electronic.
    2. Loxias will contact the Customer by e-mail or provide the Customer with information by posting notices on the Website.
    3. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Loxias provides to the Customer electronically comply with any legal requirement that such communications be in writing.
  5. NOTICES
    1. All notices given by the Customer to Loxias must be given to [email protected]. Loxias may give notice to the Customer at the email or postal address the Customer provides to Loxias, or in any other way Loxias deems appropriate.
    2. Notice will be deemed received and properly served 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
  6. TRANSFER OF RIGHTS AND OBLIGATIONS

The Customer may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Customer’s rights or obligations arising under the Agreement, without Loxias’ prior written consent.

  1. EVENTS OUTSIDE LOXIAS’ CONTROL

No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, pandemic, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause 18 shall excuse the Customer from any payment obligations under the Agreement.

  1. WAIVER

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

  1. SEVERABILITY

If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

  1. VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. ENTIRE AGREEMENT
    1. The Agreement constitutes the entire agreement between the parties relating to the provision of the Loxias Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. THIRD PARTY RIGHTS

A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

  1. LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.

SCHEDULE: DATA PROCESSING SCHEDULE

  1. INTRODUCTION
    1. This Schedule forms part of the Terms of Service between Loxias and the Customer for the provision of the Loxias Service and sets out the terms upon which Loxias will process personal data on the Customer’s behalf when providing the Loxias Service and acting as a data processor.
  2. DEFINITIONS
    1. In this Schedule, save where the context requires otherwise, the following words and expressions have the following meaning:

“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;

“Data Subject Request” means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws relating to the Personal Data;

“Data Protection Laws” means any applicable law relating to the protection of personal data  and privacy in force from time to time, including (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (ii) the Data Protection Act 2018; (iii) the retained EU law version of GDPR (as defined under the section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) (“UK GDPR”) and (iii) 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 2003/2426) as amended; in each case together with all laws implementing, replacing or supplementing the same and any other applicable data protection or privacy laws;

“Personal Data” means the personal data described in Annex 1 (Data Processing Information) and any other personal data processed by Loxias on behalf of the Customer pursuant to or in connection with the Agreement;

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by the Processor or any Sub-processor;

“Sub-processor” means any data processor (including any affiliate of Loxias) appointed by Loxias to process Personal Data on behalf of the Customer; and

“Supervisory Authority” means any regulatory authority responsible for the enforcement of Data Protection Laws.

  1. Terms such as “controller”, “data protection impact assessment”, “data subject”, “process/processing” and “processor” shall have the same meaning ascribed to them in Data Protection Laws.
  2. Any other terms which appear as defined in this Schedule shall have the meaning given to them in the Terms of Service.
  1. PROCESSING OF THE PERSONAL DATA
    1. Each party acknowledges and agrees that for the purposes of the Agreement and Data Protection Laws, the Customer shall be the controller and Loxias the processor in respect of the Personal Data.
    2. Each party confirms that in the performance of the Agreement it will comply with Data Protection Laws.
    3. Loxias shall only process the types of Personal Data relating to the categories of data subjects for the specific purposes in each case as set out in Annex 1 (Data Processing Information) to this Schedule and shall not process the Personal Data other than in accordance with the Customer’s documented instructions (whether in the Agreement or otherwise) unless processing is required by applicable law to which Loxias is subject, in which case Loxias shall, to the extent permitted by such law, inform the Customer of that legal requirement before processing that Personal Data.
    4. Loxias shall inform the Customer if, in its opinion, an instruction it receives from the Customer pursuant to the Agreement infringes the GDPR.
  2. CUSTOMER WARRANTY
    1. The Customer warrants that it has all necessary rights to provide the Personal Data to Loxias for the processing to be performed in relation to the Loxias Service.
  3. SUPPLIER PERSONNEL
    1. Loxias shall treat all Personal Data as confidential and shall use reasonable efforts to inform all its relevant employees, contractors and/or any Sub-processors engaged in processing the Personal Data of the confidential nature of such Personal Data.
    2. Loxias shall take reasonable steps to ensure the reliability of any employee, contractor and/or any Sub-processor who may have access to the Personal Data, ensuring in each case that access is limited to those persons or parties who need to access the relevant Personal Data, as necessary for the purposes set out in paragraph 3.3 in the context of that person’s or party’s duties to Loxias.
    3. Loxias shall ensure that all such persons or parties involved in the processing of Personal Data are subject to confidentiality undertakings or are under an appropriate statutory obligation of confidentiality.
  4. SECURITY
    1. Loxias shall implement appropriate technical and organisational measures to ensure a level of security of the Personal Data appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed, and shall take all measures required pursuant to Article 32 GDPR.
  5. SUBPROCESSING
    1. The Customer hereby grants its general authorisation to the appointment of Sub-processors by Loxias under the Agreement.
    2. If Loxias seeks to replace any existing Sub-processor and/or appoint any new Sub-processor, Loxias will provide the Customer with 30 days’ prior notice of the proposed change in Sub-processor(s) and the Customer shall have the right to object to such change within 14 days after its receipt of such notice.
    3. The Customer’s sole remedy if it does not agree to the replacement or appointment of a Sub-processor shall be to terminate the Agreement.
    4. With respect to each Sub-processor, Loxias shall:
      1. enter into a written contract with the Sub-processor which shall contain terms materially the same as those set out in this Schedule;
      2. remain liable to the Customer for any failure by the Sub-processor to fulfil its obligations in relation to the processing of any Personal Data.
    5. An overview of the Sub-processors Loxias relies upon as at the Commencement Date (and which shall be deemed to be approved by the Customer), including their functions and locations, is available at https://loxias.ai/sub-processors/
  6. DATA SUBJECT RIGHTS
    1. Loxias shall without undue delay notify the Customer if it receives a request from any governmental or regulatory body or law enforcement agency related to disclosure of the Personal Data unless prohibited by law or a legally binding order of such body or agency.
    2. Loxias shall, without undue delay, refer all Data Subject Requests it receives to the Customer.
    3. In the event that the Customer cannot fulfil any Data Subject Request itself using the means described in paragraph 8.3, Loxias shall co-operate as reasonably requested by the Customer to enable the Customer to comply with any such request including:
      1. the provision of all information reasonably requested by Customer within any reasonable timescale specified by Customer in each case, including full details and copies of the complaint, communication or request and any Personal Data it holds in relation to a data subject;
      2. implementing any additional technical and organisational measures as may be reasonably required by Customer to allow Customer to respond effectively to relevant complaints, communications or requests.
  7. INCIDENT MANAGEMENT
    1. In the case of a Personal Data Breach, Loxias shall not later than 48 hours after having become aware of it notify the Personal Data Breach to the Customer providing the Customer with reasonable information which allows the Customer to meet any obligations to report a Personal Data Breach under Data Protection Laws.
    2. Loxias shall co-operate with Customer and take such reasonable steps requested by Customer to assist in the investigation, mitigation and remediation of each Personal Data Breach.
    3. In the event that the Personal Data Breach is caused by the Customer’s acts or omissions, Customer shall reimburse Loxias’s reasonable costs and expenses incurred in complying with this paragraph 9.
  8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION
    1. Loxias shall, at the Customer’s request, provide reasonable assistance to the Customer with any data protection impact assessments which are required under applicable Data Protection Laws and with any prior consultations to any Supervisory Authority of the Customer or any of its affiliates which are required under Data Protection Laws, in each case in relation to processing of Personal Data by Loxias on behalf of the Customer and taking into account the nature of the processing and information available to Loxias.
  9. DELETION OR RETURN OF CUSTOMER PERSONAL DATA
    1. On cessation of processing of Personal Data by Loxias, or termination of the Agreement, Loxias shall permit Customer (at its option) to:
      1. extract a complete copy of all Personal Data by secure file transfer and securely wipe all other copies of the Personal Data processed by Loxias or any Sub-processor unless required to retain such data in order to comply with applicable laws; or
      2. request Loxias to delete the Personal Data (and procure that any Sub-processor does the same) unless required to retain such data in order to comply with applicable laws.
    2. If the Customer fails to exercise its rights under paragraphs 11.1.1 and 11.1.2 above, Loxias shall delete the Personal Data (and procure that any Sub-processor does the same) within 5 years following the termination of the Agreement, unless required to retain such data in order to comply with applicable laws.
  10. AUDIT RIGHTS
    1. Loxias shall make available to the Customer on request all information reasonably necessary to demonstrate compliance with this Schedule and Data Protection Laws and allow for and contribute to audits in accordance with Loxias’ or its Sub-processors polices in place from time to time.
    2. Prior to conducting any audit pursuant to paragraph 12.1, the Customer must submit an audit request to Loxias and the Customer and Loxias must agree the start date, scope and duration of and security and confidentiality controls applicable to any such audit.
    3. Loxias may (acting reasonably) object to the appointment by the Customer of an independent auditor to carry out an audit pursuant to paragraph 12.1 and, where this is the case, the Customer shall be required to appoint another auditor or conduct the audit itself.
    4. In the event that the Customer requires more than one (1) audit in any twelve (12) month period, Customer shall reimburse Loxias’ reasonable costs and expenses incurred in complying with any audits over and above such one (1) audit in any twelve (12) month period.

ANNEX 1: DATA PROCESSING INFORMATION

This Annex 1 includes certain details of the processing of Personal Data as required by Article 28(3) GDPR.

Subject matter and purposes of the processing of Personal Data Processing for the purposes of:provision of the Loxias Service and any technical support in connection with the Customer’s use of the services; andproducing anonymised or anonymised and aggregated statistical reports and research and product and service development by Loxias.
Nature of processing Processing for the purposes of:provision of the Loxias Service and any technical support in connection with the Customer’s use of the services; andproducing anonymised or anonymised and aggregated statistical reports and research and product and service development by Loxias.
Duration of the processing  For the duration of the Agreement
Type of personal data Personal data including:[name, email address, home address, business address][add details of other types of personal information that will be processed as part of the service].
Categories of data subjects [Customer personnel, Customer or Brand (if either are individuals)][Add any additional data subject categories whose personal information might be processed either by Loxias or its sub-processors/sub-contractors/service providers in providing the services]
Subject matter and purposes of the processing of Personal Data Processing for the purposes of:provision of the Loxias Service and any technical support in connection with the Customer’s use of the services; and producing anonymised or anonymised and aggregated statistical reports and research and product and service development by Loxias.
Nature of processing Processing for the purposes of:provision of the Loxias Service and any technical support in connection with the Customer’s use of the services; andproducing anonymised or anonymised and aggregated statistical reports and research and product and service development by Loxias.
Duration of the processing For the duration of the Agreement
Type of personal data Personal data including:
Sign-up ProcessManaged by Loxias:Name, Surname, Email Address, Address, Country/Region, State, City/Town, Postcode/ZIP, Phone
Payment ProcessManaged by Stripe:Card Number, Expiry Date, Card Code (CVC), Sent to stripe: Name, Email, Address, Country/Region, State, City/Town, Postcode/ZIP
Categories of data subjects [Customer personnel, Customer or Brand (if either are individuals)][Add any additional data subject categories whose personal information might be processed either by Loxias or its sub-processors/sub-contractors/service providers in providing the services]