Terms & Conditions

1. Who we are and what these terms and conditions do

1.1 . This agreement sets out the terms upon which Companiions Ltd (a company incorporated in England and Wales with company number 12348470) (“companiions”, "we" or "us") agrees to provide to you ("Companion" or "you") access as a ‘Companion’ to our online marketplace platform (the “App”) through which you may promote, offer and enter contracts (“Service Agreements”) for the sale and supply of your services (as further detailed in our FAQs) (“Services”) to certain third party purchasers who are our registered service recipients on the App (“Employees”).

1.2. The App operates as an intermediary platform with functionality which allows Companions to contract directly with Employees and, whilst we may on occasion provide ancillary services for the fulfilment of Service Agreements, we do not in any circumstances act as the agent or representative of either you or the Employee in relation to any such transactions.

1.3.  “Visit” shall mean any visit to the Premises made by a Companion in conjunction with a Service Agreement.

1.4.  The definitions in clause 17 apply throughout this agreement.

2. Accessing the App

2.1.  Registration on the App provides you with an account on the App (“Account”). You may only have one Account at any one time. 

2.2.  To register for an Account, you must:

a)  be 18 years of age and a resident of the United Kingdom; 

b)  provide us with full ID information and copy ID documentation as required to verify your identity and your address; and

c)  provide all information and complete all mandatory fields as required on the App. 

2.3.  In addition, we may request that you provide a valid basic Disclosure and Barring Service (DBS) check.

2.4.  We may instruct third party providers to carry out checks on the information and documentation supplied by you or on your behalf to us under this agreement to verify your identity and that the ID documentation supplied by you is valid and correct (the "Checks"). Please see our Privacy Policy for further information on who these providers are and how they will use your personal data.

2.5.  We will inform you whether your registration has been approved via email. You will not (and will not be permitted to) offer any Services on the App until we have provided you with email confirmation that you have satisfactorily passed our due diligence checks. We reserve the right, at our sole discretion, to refuse any registration for an Account. 

2.6.  You are responsible for maintaining control over your Account including ensuring that only you use and access your Account. 

2.7. You should ensure that you exit from your Account at the end of each session. You must promptly notify us of any unauthorised use of any of your usernames or passwords as soon as you become aware of it. For security purposes, we may request that you change the username and/or password from time to time.

3. Acceptable Use Restrictions 

3.1.  You are responsible for all content which you upload and display on the App relating to your Services, including all information, text and images ("Companion Content"). All Companion Content will be uploaded and managed by you and you are responsible for keeping all Companion Content uploaded up-to-date and for ensuring that it comprises all relevant information to be displayed on the App in relation to your Services.

3.2. You are solely responsible for all elements of your Companion Content including its accuracy, ownership, and legality. You will upload, in the format required for the App platform, accurate and complete Service information for each Service that you make available to be offered for sale or supply on the App.

3.3. If you become aware that any of your Companion Content including any Service information is untrue, inaccurate or incomplete then you must immediately remove or correct the content as appropriate.

3.4. We have the right, but not the obligation, to monitor or otherwise review all Companion Content and communications between you and any Employees or other Companions (if any) for compliance with these terms and we may remove any Companion Content, at any time, at our sole discretion. 

3.5. You shall not use, send, display, post, publish, submit, upload or otherwise transmit to the App or to us or any Employees content that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, invasive of privacy or is otherwise reasonably determined by us to be objectionable or injurious to any third parties; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; (x) violates or attempts to violate the privacy rights, publicity rights, intellectual property rights, contractual rights or any other rights of any person; or (xi) breaches any applicable law, rule or regulation. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending content without prior notice, terminating or suspending your Account or access to the Services and/or reporting such content or activities to law enforcement authorities.

3.6. You may not use your Account or any other part of the App as storage for remote loading for another database, whether internal or external to the App.

3.7. You may not collect, store or otherwise process personal data about any Employee except as permissible under applicable data protection legislation and in accordance with the privacy policy displayed on the App and clause 10.

3.8. You will not use, send, display, post, publish, submit, upload or otherwise transmit to the App, to us or to any Employees that contains viruses, worms, trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or which allows your Account or any part of the App to function in any manner not incorporated by us in its original design and/or in a manner damaging to the name or reputation of the App.

3.9. You will use the App and you will operate your Account at all times in accordance with all applicable laws and these terms. If at any time we discover that you are using your Account or the App for any reason or in any manner other than in accordance with these terms, we reserve the right to terminate your relationship with us and your participation in the App immediately.

4. Intellectual Property Rights

4.1. In these terms “Intellectual Property Rights” means all and/or any intellectual property rights of whatever nature and howsoever arising, including trade marks, domain names, copyrights, all rights in computer software (including without limitation database rights) and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world, and “Marks” means any and all forms of trade marks, trade names, designs, logos or trade dress.

Our Intellectual Property Rights

4.2. The entry into and performance of the provisions of these terms does not constitute any assignment or transfer to you of any right, title or interest in or to any of our Intellectual Property Rights.

4.3. We may display any of our Marks on any part of the App, but you shall not make any use of any of our Marks without our express prior approval.

4.4. You shall not purchase or register domain names, keywords, AdWords, search terms or other identifying terms that include the words “companiions” or any of our Marks, or any variations, misspellings or colourable imitations thereof, for use in any search engine, portal, sponsored advertising service or other search or referral service.

4.5. At no time during or after the term of these terms shall you challenge or assist others to challenge any of our Marks or the registration thereof or attempt to register any trade marks, marks or trade names confusingly similar to any of our Marks.

Your Intellectual Property Rights

4.6. You represent and warrant to us that:

a) you hold all rights in and to all elements of the Companion Content necessary or desirable to grant to us the rights granted by you in these terms;

b) no third party holds any rights, title or interest in or to any element of the Companion Content that would prohibit or impair our ability to exercise fully the rights granted by you in these terms; and 

c) there is no pending or threatened claim, action, or proceeding related to any of the Intellectual Property Rights in, to or in respect of any element of your Companion Content and so far as you are aware there is no basis for any such claim, action, or proceeding.

4.7. You retain all Intellectual Property Rights in, to or in respect of all elements of your Companion Content, subject to the grant by you to us of a non-exclusive, transferable, worldwide, royalty-free right licence to use your Companion Content for the purposes of performing our obligations under these terms.

Third-Party Intellectual Property Rights

4.8. You hereby agree to defend, indemnify and hold harmless companiions and its Group Companies, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, from and against any and all claims, actions, demands, liabilities, obligations, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal costs) (any or all of the foregoing being "Losses") suffered or incurred by any of them insofar as such Losses (or actions in respect thereof) arise out of or are connected with any claim that any element of your Companion Content infringes the Intellectual Property Rights of any third party or any other third party claim related to any element of your Companion Content or your Account.

5. Services

5.1. All Services sales made by you via the App will be made in accordance with the booking process and on any special terms specified by an Employee on the App and agreed with you ("Employee Special Terms").

5.2. Your display of Services on our App constitutes your unconditional offer to sell those Services, and upon the completion of the booking process for the Services on the App platform, including the your acceptance of any Employee Special Terms, a valid and binding contract will exist between you and the Employee for the sale and purchase of the relevant Services.

5.3. You warrant at all times you will comply with the terms of Schedule 1 to these terms (Companion Warranties).  

5.4. The terms of the Service Agreement will include terms agreed between you and an Employee. Notwithstanding the foregoing, you and the Employee must include that:

a) the Service Agreement is subject to both you and the Companion having an Account and therefore should either your or the Companion’s Account be suspended, cancelled or terminated for any reason your Service Agreement with that Companion shall automatically terminate and the relevant Visit will be cancelled; and

b) you and the Companion can cancel any Visit (and terminate the related Service Agreement) at any time up to the commencement of a Visit without any liability to the other arising. After this time, neither party may cancel the Visit.

5.5. You acknowledge that the Employee and/or the Employee’s employer is solely responsible for paying any monies or fees payable to a Companion pursuant to any Visit. We have no responsibility to pay any fees owing from an Employee or their employer to you for any reason.

5.6. You are responsible for informing us when each Service Agreement is complete and of the check-in and check-out time for each Visit. Without this information, we cannot process any payments in relation to relevant Service Agreements.

6. Making a Booking

6.1. Each Service Agreement on the App shall constitute a separate contract between you and the Employee as the contracting parties.

6.2. A Service Agreement will come into existence when you accept a Booking made by an Employee. 

7. Bookings, Prices and Fees 

7.1. You must have a valid payment method registered on your Account at all times. 

7.2. Payment processing services in relation to the App are provided by Stripe Payments Europe Ltd ("Stripe") and are subject to the Stripe connected account agreement, which includes the Stripe terms of service (collectively, the “Stripe Services Agreement”). You authorise us to share your information and transaction information related to your use of the App with Stripe for the purposes of Stripe providing its payment processing services.

7.3. The prices of Services includes VAT where applicable. VAT will be charged (where applicable) at the applicable current rate chargeable in the UK for the time being. If the rate of VAT changes between your Booking date and the date that the Services are supplied, the rate of VAT that you pay will be adjusted, unless you have already paid in full before the change in the rate of VAT takes effect.

7.4. You must not amend your fees once you have entered into a Service Agreement.

7.5. No commission is due from you to us.

8. Non-Circumvention

8.1. In order to protect our legitimate business interests, you agree with us that you shall not (except with our prior written consent) solicit or entice away (or attempt to solicit or entice away) the business or custom of any Employee from the App resulting in the effect that we would not be aware of such business or custom.

8.2. In particular, you warrant that you will not:

a) engage in any action with an Employee on the App designed to complete or facilitate a transaction away from the App;

b) refer to or promote external websites that facilitate sales away from the App; or

c) use contact information obtained on the App to offer or sell any Services away from the App. 

9. Exclusivity

This Agreement does not grant any rights of exclusivity. You acknowledge that no Employee is obliged to book any services exclusively through the App or at all and that the App may include Companions offering services similar to or otherwise competitive with the Services of the Companion.

10. Data Protection

10.1. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in the Privacy Policy and it is important that you read that information.

10.2. We may use generic, anonymised, aggregated information about your use of the App in order to improve the App or research new functionality, products or services.

10.3. We reserve the right to change, modify, amend or remove some or all of the functionality or content on the App at any time in order to improve the App or to add new features.

10.4. We may use your data provided on or in connection with the App to evaluate and improve the performance of the App, including to improve scheduling and deliveries of Services.

11. Our Responsibility for Loss or Damage Suffered by you

11.1.  Any limitation of liability set out in these terms shall not apply so as to restrict either party’s liability for death or personal injury resulting from that party's negligence, any liability arising from fraudulent misrepresentation, or any other liability that cannot be limited by law.

11.2.  Without prejudice to clauses 11.1 and 11.3, our aggregate liability for any direct losses which you may suffer or incur whether in contract, warranty, tort (including negligence), service liability, strict liability or on any other account whatsoever shall be limited to an amount equal to the fees paid to you by Employees and Employees’ employers in the 12 month period prior to the date upon which the incident, event, act, omission or default which resulted in such loss occurred.

11.3.  Under no circumstances shall we or any of our officers, employees, directors or agents, be liable for any indirect, incidental, special, consequential or exemplary losses or damages of any nature whatsoever.

11.4.  You indemnify, us and our affiliates, (and their and our officers, directors, employees, and agents) from and against any claim, loss, damage, liability, cost, charge or expense which we and/or any of them may suffer or incur arising out of or in connection with your breach of any obligations in these terms and/or arising out of or in connection with your Services (including the offer, sale, fulfilment, refund, return or adjustments thereof).

12. Insurance 

12.1.  All registered Companions are covered by our public liability insurance (the "Insurance"). The Insurance covers Companions for accidental third-party injury or property damage they may cause during the provision of certain types of services, where such services have been booked via the App. A full list of the services that may be covered by the Insurance can be found in our FAQs. For each claim made by you against the Insurance, an excess payment of £250 is payable. The Insurance will cover claims up to a maximum amount of £1,000,000.

12.2. The Insurance will not cover Companions for any services which involve lifting, manual work, administering of any medications in any way. Companions providing any services of this nature must put in place alternative insurance arrangements for such services. If you are receiving services of this nature, it is your responsibility to request evidence that the Companion providing the services has the insurance in place to do so legally.

12.3. Companions are only insured when they are in the residence of the recipient of the services, care, help or companionship provided by the Companion in accordance with the relevant Services Agreement (the “Premises”). Companions are not insured on the way to or from the Premises, if they take those receiving the Services out of the Premises or if they are running errands outside of the Premises. Companions are only insured when their Visit is booked on the App and for the times the Companion is at the Premises. If you offer transportation as part of a service provided to an Employee, it is your responsibility to have valid car insurance and this will be the primary insurance used in the event of a claim.

12.4. We reserve the right to withdraw the Insurance at any time. If we withdraw the Insurance we will notify you of this prior to the Insurance being withdrawn.

12.5. If you need to make any claim against the Insurance, further information can be found in our FAQs.

13. Reviews and ratings 

13.1. You and Employees can give public reviews ("Review") about, and a thumbs up/down rating ("Rating") of, each other in respect of any recent Visit. Reviews and Ratings express the views and opinions of their authors only and not us. 

13.2. When leaving a Review or Rating you must be accurate and fair and must not use any offensive, abusive, blasphemous, discriminatory or defamatory language. 

13.3. You must not take any action that seeks to undermine or manipulate the Reviews and Ratings system. This includes, but is not limited to:

a) leaving any false or fraudulent Reviews or Ratings;

b) including any terms in the Service Agreement that requires the other party to provide a Review or Rating or which limits or restricts them from leaving a Review or Rating; or

c) paying or otherwise bribing in any manner any party to write a positive or negative Review or give a positive or negative Rating about yourself or any other Companion.

13.4. We reserve the right to moderate and/or remove any Review or Rating at any time at our sole discretion.

14. Termination 

14.1. Either party may immediately terminate this agreement at any time, for any reason. Details on how to terminate can be found in our FAQs.

14.2. Termination of this agreement pursuant to this clause 14 shall cancel any Visits which are scheduled to take place after the date of termination and any Service Contracts related to such Visits. 

14.3. Following termination: 

a) you will no longer be able to access your Account or the information held in your Account; and

b) content posted by you on the App may remain on the App or may be deleted from the App (at our discretion).

14.4. The provisions of any clauses of this agreement which are expressed to, or by their nature are intended to, survive termination shall survive any termination of this agreement.

15. Disclaimers

15.1. To the fullest extent permissible pursuant to applicable law, we expressly disclaim all warranties of any kind whether express or implied, including but not limited to any warranties of title, merchantability, fitness for a particular purpose and non-infringement in respect of the App. We make no warranty that the App will meet your expectations, or that defects, if any, will be corrected.

15.2. We make no representation that the operation of your Account or the App will be uninterrupted, secure or error free, and we will not be liable for the consequences of any interruptions or errors. The App is provided on an "as is" and "as available" basis.

15.3. We shall have no responsibility for any damages suffered by you in connection with the App including but not limited to loss of data, non-deliveries or mis-deliveries of content or email, errors, system downtime, network or system outages, file corruption, service interruptions caused by our negligence or the negligence of any other user of the App, or problems arising as a result of data or software distributed by, downloaded or accessed from or through the App.

16. Changes to these terms

In addition to the provisions of these terms, specific pages on the App may set out additional terms and conditions, all of which are hereby incorporated by reference into these terms. When we make changes in this manner. Any changes will be effective immediately upon posting on the App site. Terms and conditions may be changed or updated at any time upon notice to you. You agree to accept delivery of any such notice, or any other notice regarding your account or the App, via the email account address you have most recently registered with us. 

17. Definitions and Interpretation 

17.1. Definitions: 

Booking: an order for Services submitted by an Employee to a Companion.

Group Company and Group Companies: in respect of companiions, its subsidiaries, its ultimate holding companies and any subsidiaries of its holding companies, in each case as defined in section 1159 of the Companies Act 2006. 

17.2. A reference to one gender shall denote all genders and a reference to the singular shall include the plural and vice versa.

17.3. References to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time.

17.4. References to a "company" shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established, and any firm or unincorporated association; references to a "person" shall be construed so as to include any individual, firm, company, government, state, authority or agency of the state or any joint venture, association or partnership (whether or not being separate legal personality).

17.5. Where the words include(s), including or in particular are used in these terms, they are deemed to have the words "without limitation" following them. Where the context permits, "other" and "otherwise" are illustrative and shall not limit the sense of the words preceding them.

18. General 

18.1. You and we are independent contractors, and nothing in these terms will create any partnership, joint venture, agency, franchise, representative, or employment relationship between you and us.

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

18.3. Neither party shall be liable to the other for any delay or non-performance of its obligations under these terms arising from any cause or causes beyond its reasonable control.

18.4. Apart from our Group Companies, no person who is not a party to these terms has any right under the Contracts (Rights of Third Patties) Act 1999 to enforce or enjoy the benefit of any of these terms.

18.5. No rule of construction shall apply in the interpretation of these terms to the disadvantage of one party on the basis that such party put forward or drafted these terms or any provision of these terms.

18.6. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.

18.7. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms.

18.8. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.

18.9. Our waiver of any right or remedy under these terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Our failure or delay to enforce your strict performance of any provision of these terms will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of these terms.

18.10. Except as otherwise specifically provided herein, these terms constitute the entire agreement between you and us relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.

Companion Warranties

1. General

1.1. You have full capacity and authority to enter into and to perform these terms.

1.2. If executed on behalf of a company, these terms are executed by a duly authorised representative of the Companion.

1.3. There are no actions, suits or proceedings or regulatory investigations pending or, to that your knowledge, threatened against or affecting you before any court or administrative body or arbitration tribunal that might affect the ability of you to meet and carry out your obligations under these terms.

2. Services

2.1. You will provide, perform and supply the Services in accordance with all best industry standards and practices.

2.2. The Services shall:

a) conform to any description and/or specification provided to and agreed with the Employee;

b) be of satisfactory quality and fit for any purpose held out by you or made known to you by the Employees;

c) comply with all applicable statutory and regulatory requirements.

2.3. You comply with all applicable laws, enactments, orders, regulations and other instruments relating to the performance of the Services.

2.4. If you cancel a Visit within 24 hours of the time that Visit is due to commence or do not show up to a visit and this is reported to us, we may suspend or terminate your Account without notice.

3. Companion Warranties: Services

3.1. You will meet any performance dates for the Services specified in all Bookings or that the Employee notifies to you.

3.2. In providing the Services, you shall:

a) perform any services related to the Services with all reasonable skill, care and diligence and in accordance with best industry practice;

b) be or use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that your obligations are fulfilled;

c) ensure that the Services (will conform with all descriptions and specifications set out in the Employee Booking and Employee Special Terms, and shall be fit for any purpose that the Employee expressly or impliedly makes known to you;

d) obtain and at all times maintain all licences, insurances and consents which may be required for the provision of the Services;

e) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services; and

f) observe all health and safety rules and regulations and any other security requirements that apply at any of the Employee’s premises.

4. Companion Warranties: Service Agreements

4.1. The Companion and all Service Agreements shall:

a) comply with all applicable laws and industry codes which may apply from time to time to the provision and/or sale of the relevant Services;

b) comply with all applicable consumer protection laws, to include the Consumer Rights Act 2015;

c) entirely disclaim any liability or responsibility of companiions so that companiions shall not be liable or responsible to the Employee or the Companion for:

i) any Service, content, data, information to be provided by or associated with the Companion; or

ii) any loss, damages, expenses or contractual obligations or penalties or other consequences which may be alleged or may arise directly or indirectly to any Employee arising out of or in connection with the acts or omissions of the Companion of any nature whatsoever.

4.2. The Service Agreement shall:

a) provide that if either the Companion’s or the Employee’s Account is terminated, any Visit (and any related Service Agreement) shall also be automatically terminated and no sums shall be due by the Companion (or a refund shall be issued for any sums already paid); 

b) permit both the Companion and the Employee to cancel any Visit (and any related Service Agreement) at any time up to the commencement of a Visit without any liability to the other arising; and 

c) require that all payments are made via Stripe.

Data Sharing Agreement

Agreed Purposes:
to facilitate the processing and completion of a Booking and Visit placed by an Employee with the Companion on the App.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:
as set out in the Data Protection Legislation

Data Discloser:
party that discloses Shared Personal Data to the other party.

Data Protection Legislation:
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.

EU GDPR:
The General Data Protection Regulation ((EU) 2016/679).

UK GDPR:
has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Permitted Recipients:
the parties to these terms, the employees of each party, any third parties engaged to perform obligations in connection with these terms.

Shared Personal Data:
the personal data to be shared between the parties under paragraph 1.1 of these terms. Shared Personal Data shall be confined to the personal data of Employee’s, as set out in our Privacy Policy.

1. Data Protection

1.1. Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties, each as an independent data controller. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

1.2. Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation 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 these terms with immediate effect. This Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

1.3. Particular obligations relating to data sharing. Each party shall:

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

b) give full information to any data subject whose personal data may be processed under these terms of the nature of such processing. This includes giving notice that, on the termination of these terms, 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 and assignees;

c) process the Shared Personal Data only for the Agreed Purposes;

d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

e) 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 than those imposed by these terms;

f) 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.

g) not transfer any personal data received from the Data Discloser outside the UK or EEA unless the transferor ensures that:

i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or

ii) a transfer impact assessment has been undertaken and at least one of the following is satisfied:

a) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or

b) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

1.4. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. 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 rights request;

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

d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights 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, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

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

g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these terms unless required by law to store the Shared Personal Data;

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

i) maintain complete and accurate records and information to demonstrate its compliance with this paragraph 1.4 and allow for audits by the other party or the other party's designated auditor; and

j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, 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 Legislation.

2. Indemnity

Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation 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, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.