10th August 2022
documents referred to as forming part of them (collectively, the “Agreement”) set out
the terms on which you and your employees, agents, independent contractors, and
any other third parties who are authorised by you to use the Platform in accordance
with the Agreement (“Authorised Users”) may make use of the services accessible
(a) our website at proquoai.com (the “Website”); and
(b) any accompanying mobile application we may allow you to use now or in the
future (the “App”).
1.2 In the Agreement, the App, the Website, and all back-end functions which are
provided through the App and the Website are referred to as the “Platform”.
1.3 The Platform is a tool for collecting and analysing marketing and survey data for your
internal business purposes (the “Purpose”), and you may only use the Platform for the
1.4 You may register for an account with us (“Subscription Account”) on the Platform by
completing and submitting the account registration form. The Agreement shall
commence on the effective date specified in your Order Form (“Commencement
Date”) and shall terminate on the date the Agreement terminates or expires in
accordance with its terms (“Subscription Term”).
1.5 In consideration of you agreeing to abide by the Agreement and payment of the
Subscription Fees (as defined below), we grant you a limited, non-transferable, nonexclusive,
revocable licence to permit the Authorised Users to use the Platform
(including the Platform Data) for the Purpose from the Commencement Date until
termination or expiry of the Subscription Term, subject always to the terms of the Agreement.
2) INFORMATION ABOUT THE PARTIES
2.1 The operator of the ProQuo platform is ProQuo AI International Limited,
registered in England and Wales with company registration number 14264902,
with our London office MICHELIN HOUSE, 81 FULHAM ROAD, LONDON,
GREATER LONDON, SW36RD, UNITED KINGDOM ("ProQuo"/"we"/”us”) and
references to “our” shall be construed accordingly.
2.2 References to “you” in the Agreement will refer to the duly incorporated entity whose
legal status is recognised under the laws of the territory in which it is incorporated
which holds the Subscription Account (and references to “your” shall be construed
3) OTHER APPLICABLE TERMS AND RELATED THIRD PARTY SERVICES
(a) our Privacy Notice (the “Privacy Notice”), which sets out the terms on which we
may process personal data you provide to us as a controller, and information
about the cookies we use on the Platform; and
(b) if provided to you, our Platform Policy (the “Platform Policy”), which sets out
additional terms that apply to your use of the Platform and you agree to comply
with when using the Platform.
3.2 You shall also be subject to any rules or policies applied by any app store provider
from where you downloaded the App (if applicable).
3.3 You are responsible for making all arrangements necessary for you to access the
Platform, including subscription to any network required to access internet or mobile
services (“Networks”) and for all problems, conditions, delays, delivery failures and
other loss or damage arising from or relating to your connection to the Networks. You
will also be responsible for obtaining permission from the owner(s) of the device(s)
used to access the Platform (“Devices”). You are responsible for any charges which
may apply for use of any Networks and/or Device(s), including data usage.
the Agreement (other than the Order Form) from time to time. We will make any
revised documents available on the Platform. Any material changes to the Terms of
Use shall be notified to you via the Platform or by other means and you shall have a
chance to review and accept the changes before continuing to use the Platform.
4.2 From time to time updates to the App (if applicable) may be issued through the
relevant app store. Depending on the update, you may not be able to use the Platform
5) THE SERVICES
5.1 The Platform contains tools and interactive features that we have provided for the
Purpose (the “Services”) which are selected by you and which we agree to provide to
you on the terms of the Agreement.
5.2 Upon selection of Services, we will send you an order form for your review and
acceptance which will detail:
(a) the Services you have chosen to receive;
(b) the relevant charges for the Services (“Subscription Fees”);
(c) the effective date of the Agreement; and
(d) the relevant subscription model, as described in clause 6, which you have
(the “Order Form”).
5.3 The Order Form shall form part of the Agreement and shall not constitute a separate
this Agreement, the parties agree that a term contained in a document higher in the
list shall have priority over one contained in a document lower in the list.
5.4 Once you have entered into an Order Form with us, we will invite you to attend an
introductory session with us, following which you will be a “Subscriber” and shall have
full access to the Services you have chosen to receive.
5.5 Some parts of the Services may only be provided to you once we have received an
instruction from you to commence provision of the same. Once received by us, such
an instruction cannot be cancelled by you.
5.6 Additional features to the Services (“Upgrades”) may be added by you as a Subscriber
by notifying us in writing, and if we agree to provide the Upgrades, we will issue you
with an update to your Order Form (“Order Form Update”) indicating the Upgrades
to be added to your Service Subscription (as defined below) and the relevant
Subscription Fees. Once you and we have accepted the Order Form Update
(including by electronic signature), this shall constitute a variation of the Order Form,
solely with respect to the Upgrades. The Service Subscription shall remain otherwise
unchanged and Subscription Fees for the Upgrades will be charged as specified in the
5.7 If you wish to cancel an Upgrade that you have ordered, you must notify us in writing,
and if we agree to cancel the Upgrade, we will issue you with an Order Form Update
indicating your updated Service Subscription and Subscription Fees and the effective
date for such changes. Once you have accepted the Order Form Update (including by
electronic signature), this shall constitute a variation of the Order Form solely with
respect to the cancelled Upgrades.
5.8 We shall use our reasonable endeavours to ensure that the Services are available at all
times during the Service Subscription, except for reasonable scheduled downtime for
system upgrades and maintenance, or during periods where wider internet services
are unavailable or compromised, but we do not guarantee that the Services will always
be available or error free. We may modify the Services from time-to-time provided any
such modification does not have a material adverse impact on the Services.
5.9 We shall not be liable to you in relation to delayed completion or performance of any
of our obligations under the Agreement to the extent to which such delay or failure is
the result of any act or omission by you or any Authorised User.
5.10 The Platform and any recommendations we provide are intended to provide general
information only. By their nature, the information and recommendations provided
involve numerous assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that the predictions, forecasts,
projections and other forward looking information will not occur, which may cause
actual performance in future periods to differ materially from any estimates or
projections or future performance or results expressed or implied by such
recommendations or information. We are under no obligation to update or revise any
recommendations or information, whether as a result of new information, future events
or otherwise, after the date on which the recommendations or information are
produced or to reflect the occurrence of unanticipated events. You should not place
any reliance on any recommendations or information, and you remain solely
responsible for any actions or decisions you take regarding the operation of your
6) SUBSCRIPTION MODEL
6.1 We provide the Services to you as a recurring paid subscription (“Service
Subscription”). The Service Subscription shall have an initial period of a duration as
specified in the Order Form (the “Initial Period”).
6.2 On the date of expiry of the Initial Period, unless otherwise specified in the Order
Form, your Service Subscription shall automatically renew for further consecutive
subscription periods equal to the Initial Period, each such period being a “Renewal
Period”, until your Service Subscription is terminated in accordance with the
Agreement, including the cancellation right set out in clause 9.1.
6.3 Upgrades added in accordance with clause 5.6 shall be provided on the same terms
as your original Services, save that the start date and fees for such Upgrades shall be
as set out in the relevant Order Form Update.
7) AUTHORISED USERS
7.1 A Service Subscription shall include access for up to five distinct natural persons as
Authorised Users. We may permit you to add additional Authorised Users, subject to
payment of any additional fees as notified by us.
7.2 In relation to the Authorised Users, you undertake that:
(a) the maximum number of Authorised Users you authorise to access and use the
Services shall not exceed the number set out in clause 7.1 or which we have
otherwise agreed with you from time to time;
(b) each Authorised User will be required to use an email address, username,
password or other combination of identifying information required by us
(“Identification Data”). Authorised Users must keep their Identification Data
confidential and not disclose it to any third party. If an Authorised User knows
or suspects that anyone other than them knows their Identification Data, they
must immediately change their Identification Data and promptly notify your
designated Customer Service Representative.
(c) you will not permit the Identification Data of an Authorised User to be used by
more than one individual unless it has been reassigned in its entirety to another
individual with the first individual no longer having any right to use that
(d) you shall maintain a written, up to date list of current Authorised Users and
provide such list to us within 2 business days of receiving written request from
us to do so;
(e) you shall permit us or our designated auditor to audit the Services in order to
establish compliance with the Agreement, such audit to be carried out at our
expense on reasonable prior notice in such a manner as not to substantially
interfere with your business; and
(f) if an audit reveals:
(i) that any password has been provided to any individual who is not an
Authorised User, then without prejudice to our other rights, you shall
promptly disable such passwords and we shall not issue any new
passwords to any such individual; and/or
(ii) that you have underpaid Subscription Fees in respect of the number of
Authorised Users accessing the Services, then without prejudice to our
other rights, you shall pay us an amount equal to such underpayment
as calculated in accordance with the prices for each Authorised User
under your current Service Subscription within 10 business days of the
date of the audit.
7.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use
of, the Services and, in the event of any such unauthorised access or use, promptly
7.4 You are responsible for any activity on the Platform arising out of any failure to keep
Identification Data confidential, and may be held liable for any losses arising out of
such a failure.
8) YOUR USE OF THE SERVICES
8.1 You warrant, represent and undertake:
(a) that you are accessing the Platform in the course of a business;
(b) that you are under no legal restriction from entering into a contract with us and
complying with the Agreement;
(c) that your submitted details (including the details submitted on registration and
any Subscriber Data (as defined below)) are true and accurate and you have
sole responsibility for the legality, reliability, integrity, accuracy and quality of
all such submitted details;
(d) that you meet any further criteria we may ask you to confirm at the point of sign
up or by subsequent declaration;
(e) to provide us with:
(i) all necessary co-operation in relation to the Agreement; and
(ii) all necessary access to such information as we may require;
in order to provide the Services, including but not limited to Subscriber Data
(as defined below), security access information and configuration services;
(f) if the Platform Policy has been provided to you, that you have read and will
comply with the Platform Policy;
(g) without affecting your other obligations under the Agreement, to comply with
all applicable laws and regulations with respect to your activities under the
(h) to carry out all other responsibilities set out in the Agreement in a timely and
(i) to ensure that the Authorised Users use the Services in accordance with the
Agreement and you shall be responsible for any Authorised User’s acts or
omissions (including any breach of the Agreement);
(j) to obtain and maintain all necessary licences, consents, and permissions
necessary for us, our contractors and agents to perform their obligations under
the Agreement, including without limitation the Services; and
(k) to ensure that your network and systems comply with the relevant
specifications provided by us from time to time.
8.2 You will not during the course of your use of the Services: (i) access, use, upload, store,
distribute or transmit any software bugs, viruses, Trojan horses, spyware, scareware,
worms, phishing attacks, distributed denial-of-service attacks or other harmful codes
(“Viruses”); or (ii) access, use, upload, store, distribute or transmit any material, that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to remove
and/or disable your access to any material that breaches the provisions of this clause.
8.3 You will not:
(a) except as may be allowed by any applicable law which is incapable of exclusion
by agreement between the parties and except to the extent expressly
permitted under the Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame,
mirror, republish, download, display, transmit, or distribute all or any
portion of the Platform (as applicable) in any form or media or by any
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer
or otherwise reduce to human-perceivable form all or any part of the
(b) use the Platform or the Services for anything other than as expressly permitted
under the Agreement;
(c) access all or any part of the Services in order to build a product or service which
competes with the Platform;
(d) use the Services to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or
otherwise commercially exploit, or otherwise make the Services available to any
third party except the Authorised Users;
(f) attempt to obtain, or assist third parties who are not Authorised Users in
obtaining, access to the Services; or
(g) introduce, or permit the introduction of, any Viruses into our network and
Your Right of Termination
9.1 Unless otherwise specified in the Order Form, you may terminate the Agreement at
the end of the Initial Period or a Renewal Period by giving us no less than seven (7)
days’ written notice prior to the end of the Initial Period or the then-current Renewal
Period (as applicable) by contacting your designated Customer Service
Our Right of Termination
9.2 We may terminate the Agreement at the end of your Initial Period or Renewal Period
by giving no less than seven (7) days’ written notice to you prior to the end of the Initial
Period or the then-current Renewal Period (as applicable) by contacting you at the
email address associated with your Subscription Account.
9.3 If at any time we become unable or if we reasonably believe it has become materially
more difficult for us to provide the Services to you (other than due to our act or
omission), we may terminate the affected Service or the Agreement (including the
Order Form) on a reasonable period of written notice to you.
9.4 If we terminate your Services or the Agreement in accordance with clause 9.3, we will
refund any pre-paid Subscription Fees for the period after which the termination takes
effect, less any irrecoverable costs we have already incurred in the provision of the
relevant Services (if any).
9.5 We may terminate the Agreement or suspend your rights under it with immediate
effect by giving notice to you if:
(a) you commit a material breach of the Agreement where such breach is
irremediable or (if such breach is remediable) you have failed to remedy that
breach within a period of thirty (30) days after being notified in writing to do
(b) in our reasonable opinion, you are using the Platform inappropriately,
incompetently, maliciously or in any way that may constitute derogatory
treatment of the Platform or might bring us into disrepute or have a prejudicial
effect on our image or business; or
(c) we reasonably consider your continued use of the Platform to be prejudicial to
the Platform and/or other Subscribers or to have a prejudicial effect on our
image or business.
Effects of Termination
9.6 On termination or expiry of the Agreement (or part thereof) for any reason, all the
rights, licences and benefits granted to you under the Agreement (or, if applicable,
the terminated or expired part thereof) shall immediately terminate. On termination or
expiry of the Agreement you will no longer have access to the Platform or, without
prejudice to clause 15, any data stored on the Platform.
9.7 On termination or expiry of the Agreement (or part thereof) for any reason, any rights,
remedies, obligations or liabilities of the parties that have accrued up to the date of
termination, including the right to claim damages in respect of any breach of the
Agreement which existed at or before the date of termination shall not be affected or
9.8 Any provision of the Agreement which expressly or by implication is intended to come
into force or continue in force on or after termination or expiry of the Agreement (or
part thereof) shall remain in full force and effect.
9.9 In the event of termination for any reason or expiry of this Agreement (or part thereof),
without prejudice to our other rights, payment will be due to us in respect of any
Subscription Fees incurred prior to the date that such termination or expiry takes
10.1 You shall pay us the Subscription Fees for the Service Subscription as set out in your
Order Form from the effective date specified in the Order Form. Upgrades shall be
charged for in accordance with clause 5.6.
10.2 You shall provide valid, up-to-date and complete credit card details or any other valid,
up-to-date and complete contact and billing details on registration of your
10.3 The payment method linked to your Subscription Account shall be automatically
charged the Subscription Fees on one of the following payment schedules as specified
in your Order Form:
(a) monthly in advance with the first payment to be taken on the first day of the
Service Subscription and all monthly payments thereafter to be taken on the
monthly anniversary of the commencement of the Service Subscription until the
Service Subscription terminates; or
(b) in full for the Initial Period on the first day of the Service Subscription and on
the first day of each Renewal Period thereafter until the Service Subscription
(each a “Billing Date”).
10.4 Access to the Services after your Service Subscription commences is subject always to
receipt by us of the Subscription Fees. Failure to pay recurring Subscription Fees when
due will entitle us to terminate the Agreement or suspend the Services immediately.
10.5 Subscription Fees may be subject to foreign exchange fees or differences in prices
based on location. We may calculate the tax component of the Subscription Fees
based on the billing information that you provide us at the time of purchase.
10.6 We reserve the right to change the Subscription Fees by providing you no less than
one (1) month’s notice (a “Pricing Notice”), such change to take effect on the
commencement of your next Renewal Period. You have the right to object to the
proposed changes by notifying us in writing of your intention to terminate your access
to the Services within 21 days of the date of the Pricing Notice, in which case the
Agreement shall terminate at the end of your Initial Period or current Renewal Period
10.7 If you do not object to the proposed changes within 21 days of the date of a Pricing
Notice, you will be deemed to have accepted the proposed changes and will be
charged the new prices from the commencement of your next Renewal Period.
11) DATA STORAGE
11.1 The Services may include the ability for you to:
(a) access data provided via the Platform (whether that data originated from us or
any other person except you) (“Platform Data”); or
(b) upload, store and/or otherwise provide data which was developed
independently of the Agreement and is supplied by you to us other than for
the purpose of Authorised Users accessing the Services, such as data, images,
videos and other information relating to your brand including commercial data
11.2 Subject to clause 15, to the extent the Services include the ability to access Platform
Data or Subscriber Data, access to such data shall be provided only during the
Subscription Term and may be downloaded by you from the Platform at any point
during the Service Subscription.
11.3 You may upload Subscriber Data to the Services through any of the secure means
made available to you by us on the Platform, or by any method otherwise agreed
between you and us.
11.4 You agree that you shall:
(a) only upload data to the extent that it is relevant to the Services and complies
with the data protection obligations set out in clause 15 (to the extent
(b) not excessively or unnecessarily upload data to the Platform; and
(c) comply with the Platform Policy (if provided to you) when uploading and
accessing data to the Platform.
11.5 Subject to clause 15, on termination or expiry of your right to access the Platform under
the Agreement, we do not guarantee that you will be able to access Platform Data or
Subscriber Data stored on the Platform.
12.1 In the Agreement, “Confidential Information” means all confidential information in any
form disclosed by either you or us to the other party which relates to the business
and/or business affairs (e.g. the terms of any agreement with us, product information,
know-how, clients, suppliers, software, trade secrets or designs) of the disclosing party
and any other information which would be regarded as confidential by a reasonable
12.2 Each of we and you agree to keep each other’s Confidential Information confidential
and shall not:
(a) use the other’s Confidential Information other than in accordance with the
(b) disclose the other’s Confidential Information to any third party other than in
accordance with the Agreement.
12.3 Any information which is already in the public domain, which is obtained by the
receiving party other than through a breach of this clause 12 or breach by a third party
of confidentiality obligations, or which we and you agree is not confidential shall be
excluded from the restriction in clause 12.2.
12.4 You and we may disclose the other’s Confidential Information where it is required to
be disclosed by law or by a governmental or regulatory authority, solely to the extent
necessary to comply with such law or governmental or regulatory authority. In such
circumstances you and we agree to give the other as much notice of the disclosure as
is legally permissible.
13) INTELLECTUAL PROPERTY RIGHTS
13.1 We, together with our licensors (as applicable), own and control all intellectual
property rights and any other rights in the Platform, the Services, the output of the
Services, the output of the Platform, the Platform Data and in the materials published
on the Platform (excluding any Subscriber Data) (together “Our IPR”). Except as
expressly stated herein, the Agreement does not grant you any rights to, under or in,
any of Our IPR.
13.2 In any case where printing, downloading or otherwise saving any page(s) or material(s)
is expressly enabled or authorised in the Platform, such functionality, and any resulting
copies may only be used if obtained during a Service Subscription, provided that any
such materials identify our branding, are not used in a manner that will or may bring
us into disrepute or have a prejudicial effect on our image or business and in any event are only used for the Purpose.
13.3 When you provide us (including via uploads to the Platform) with Subscriber Data,
subject always to the terms set out in clause 14 and clause 15, you:
(a) grant us a worldwide, irrevocable, non-exclusive, royalty free licence to access,
store, display, transmit, reproduce, modify and distribute your Subscriber Data
(or excerpts thereof) on the Platform to the extent required to perform our
Services to you;
(b) grant us a perpetual, worldwide, irrevocable, non-exclusive, sub-licensable,
transferable, assignable, royalty free licence to use, access, store, display,
transmit, reproduce, modify and distribute your Subscriber Data (or excerpts
thereof) for our business purposes provided we do so in a manner which: (i)
does not allow other Subscribers to access or reconstruct your Subscriber Data;
(ii) does not identify your business; and (iii) aggregates the Subscriber Data into
a broader class of data with other businesses; and
(c) grant us the right to sub-license the rights licensed under part (a) above to
whom we have contractual relationships with in relation to the Platform, solely
for the purpose of providing the Services or operating the Platform, and to
otherwise permit access to or disclose your Subscriber Data to third parties if
we determine such access is necessary to comply with our legal obligations.
13.4 You warrant that:
(a) you have the rights and authority to upload and distribute your Subscriber
Data, including on the Platform, and to grant us the rights granted in the
(b) any such Subscriber Data complies with the Agreement.
13.5 Notwithstanding clause 12, to the extent permissible by law we also have the right to
disclose your identity to any third party who is claiming that any Subscriber Data
uploaded by you on the Platform constitutes a violation of their intellectual property
13.6 We will not be responsible, or liable to you or any third party, for the content or
accuracy of any Subscriber Data posted by you or any other user of the Platform. Any
views expressed by other users on the Platform do not represent our views or values.
13.7 Without prejudice to our other rights under the Agreement, if you breach any provision
of the Agreement in any way, or if we reasonably suspect that you have breached the
Agreement in any way, we may remove, delete, unpublish or edit, or request that you
remove, delete, unpublish or edit any or all of your data stored on the Platform. If we
request that you remove any of your data, you shall take appropriate remedial action
with respect to any such request within 72 hours of receipt of such request.
14) DATA PROTECTION AND DATA SHARING
14.1 The following definitions apply to the Agreement:
“controller”, “data subject”“personal data”, “personal data breach”, “processor”,
“processing” and “supervisory authority”, have the meanings as defined in the Data
Protection Legislation; and
“Data Protection Legislation” means, to the extent applicable: (a) the Data Protection
Act 2018; (b) the EU General Data Protection Regulation (EU) 2016/679 (the “GDPR”);
(c) the GDPR as it forms part of the law of England and Wales, Scotland and Ireland by
virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); (d) the
Privacy and Electronic Communications Directive (2002/58/EC) (as updated by
Directive 2009/136/EC); (e) the Privacy and Electronic Communications Regulations
2003 (SI 2003/2426) (as amended); and (f) all other applicable UK or European laws
and regulations relating to the processing of personal data and privacy, as may be
amended or superseded from time to time, including where applicable the guidance
and codes of practice issued by any relevant supervisory authority from time to time.
“sub-processor” means any third parties that we use to process Subscriber Personal
Data on your behalf pursuant to this Agreement; and
“technical and organisational measures” means those measures aimed at protecting
personal data against accidental or unlawful destruction or accidental loss, alteration,
unauthorised disclosure or access, in particular where the processing involves the
transmission of data over a network, and against all other unlawful forms of processing.
14.2 With the exception of the Subscriber Personal Data, you acknowledge that in relation
to any personal data collected, processed or otherwise used by us, including any
personal data provided by Authorised Users such as Identification Data, such data shall
be processed in accordance with our Privacy Notice.
14.3 We agree and acknowledge that the Platform Data does not include any personal data.
14.4 You will disclose the personal data of Authorised Users such as Identification Data for
the purpose of Authorised Users accessing the Services on the Platform as described
in the Agreement (or as otherwise agreed in writing by the parties) (“Permitted
Purpose”), such personal data being the “Authorised Users’ Personal Data”.
14.5 We acknowledge that:
(a) you are the controller of the Authorised Users’ Personal Data and that we will
process the Authorised Users’ Personal Data as a separate and independent
controller strictly for the Permitted Purpose and comply with the obligations
set out in clause 14.7.
(b) you are the controller of any personal data contained in the Subscriber Data
and we are the processor of such personal data and we will both comply
with our respective controller and processor obligations set out in clause 15.
14.6 Nothing in the Agreement or the arrangements contemplated by it is intended to
construe either party as joint controllers with one another.
14.7 We shall each be individually and separately responsible for complying with the
obligations that apply to you and us as a controller under the Data Protection
Legislation, strictly in respect of the Authorised Users’ Personal Data for which we are
responsible for as a controller in accordance with the Agreement. In particular (and
(a) responding to any requests, enquiries or complaints from a data subject,
regulator or other third party (including any request by a data subject to
exercise their rights under the Data Protection Legislation), in relation to our
respective responsibilities as controllers explained above;
(b) providing reasonable assistance to the other party, in responding to any
request from a supervisory authority 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 supervisory authorities or regulators;
(c) at all times processing the personal data in a manner that ensures appropriate
security of the personal data, including protection against unauthorised or
unlawful processing and against accidental loss, destruction or damage, using
appropriate technical and organisational measures, and the measures shall, at
a minimum, comply with the requirements of the Data Protection Legislation;
(d) notifying the other party without undue delay on becoming aware of any
breach of the Data Protection Legislation.
14.8 You shall ensure (and warrant to us that you shall ensure) that all processing of personal
data by you, including the submission of Subscriber Personal Data (as defined in clause
15 below) and Authorised Users’ Personal Data to us, is conducted in compliance with
all Data Protection Legislation including, without limitation, having a valid lawful basis
for doing so, the provision of any necessary information to the data subjects, the
obtaining of any necessary consents from data subjects, and the security of any such
data while held by you, in each case to enable the lawful transfer of personal data to
us for the duration and purposes for our provision of the Platform to you, the
Agreement and in accordance with the Data Protection Legislation.
14.9 You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents,
employees, advertisers and partners harmless from and against any and all claims,
liabilities, damages (actual and consequential), losses and expenses (including legal
and other professional fees) arising from or in any way related to any claim made or
brought by a data subject or other legal person in respect of any loss, damage or
distress caused as a result of any breach of this clause 14 or clause 15 or the Data
Protection Legislation by you, your employees or your agents.
15) DATA PROCESSING
15.1 Each of we and you acknowledge and agree that for the purposes of the Data
Protection Legislation, you are the controller and we are the processor in relation to
the processing by us of any personal data contained in the Subscriber Data uploaded
to the Platform (“Subscriber Personal Data”).
15.2 The types of personal data, categories of data subject, the subject matter, duration,
nature and purposes of the processing to be carried out under this clause 15 are set
and/or for different purposes, you will promptly notify us in writing of any amendment
to Schedule 1 required to ensure that it remains accurate, up-to-date and complete. If
we approve the proposed amendment, the then current version of Schedule 1 will be
replaced by the amended version as approved by us. If we and you do not agree the
proposed amendment, we will continue to process the Subscriber Personal Data in
accordance with the then current version of Schedule 1.
15.3 We will comply with the following obligations in relation to the processing of
Subscriber Personal Data:
(a) we will comply with our obligations under the Data Protection Legislation and
ensure the protection of the rights of data subjects;
(b) we will process the Subscriber Personal Data in accordance with your written
instructions from time to time or as otherwise required by law (subject to us
first notifying you of the relevant legal requirement unless such notification is
itself prohibited by law on important grounds of public interest);
(c) we will promptly notify you if we believe, in our reasonable opinion, any of your
instructions relating to the processing of Subscriber Personal Data breaches
any Data Protection Legislation;
(d) we will only disclose the Subscriber Personal Data, and ensure that access to
the Subscriber Personal Data is limited to, those personnel who are bound by
confidentiality obligations in relation to personal data;
(e) we will implement appropriate technical and organisational measures to ensure
a level of security appropriate to the data security risks presented by processing
the Subscriber Personal Data;
(f) within 180 days following the date when we cease to provide the Services
relating to processing Subscriber Personal Data pursuant to this Agreement,
we will, at your option, delete or return to you all Subscriber Personal Data and
delete all copies except insofar as we reasonably consider it is required by law
to store such copies;
(g) we will, in the event that any Subscriber Personal Data is transferred to an
international organisation or a country (other than the United Kingdom) outside
the European Economic Area, ensure appropriate safeguards are in place in
accordance with the Data Protection Legislation;
(h) taking into account the nature of the processing of Subscriber Personal Data to
be carried out pursuant to this Agreement, we will take appropriate and
technical measures to enable you to assist you in fulfilling your obligations to
respond to any request by any data subject to exercise its rights under the Data
Protection Legislation in respect of the Subscriber Personal Data;
(i) taking into account the nature of the processing of Subscriber Personal Data to
be carried out pursuant to this Agreement and the information available to us,
we will, at your reasonable request, assist you in complying with your
obligations as set out in Articles 32 to 36 GDPR (or the equivalent requirements
of the UK GDPR, as applicable) but in each case only to the extent that your
request relates to the processing of Subscriber Personal Data by us pursuant
to this Agreement;
(j) we will, at your request, make available to you information required to
demonstrate our compliance with this clause 15 and the Data Protection
Legislation and allow for and contribute to audits, including inspections where
requested by you once per calendar year conducted by an independent third
party auditor to verify our compliance with the Data Protection Legislation and
make the confidential audit report produced as a result of such audit available
to you on request;
(k) we will use the sub-processors set out in Schedule 1 to this Agreement to
process any Subscriber Personal Data on behalf of you pursuant to this
Agreement. We will not replace any sub-processor or use any other third party
to process any Subscriber Personal Data pursuant to this Agreement without
your prior consent. We shall provide you with not less than 20 days’ notice of
any proposed changes to the list in Schedule 1 and you shall notify us in writing
of any objection to such proposed appointment within 5 days after receiving
such notice, and:
(i) if we do not receive any objection to the proposed sub-processor in
accordance with clause 15.3(k), you shall be deemed to have consented
to our engagement of such sub-processor; and
(ii) if your objection to a proposed change in sub-processor in accordance
with clause 15.3(k) is reasonable, we will attempt to re-arrange the
processing arrangement so that the proposed sub-processor is not used
to process the Subscriber Personal Data, or if not practicable, we may
terminate the Agreement by giving you not less than thirty days’ notice;
(l) we will enter into a written agreement with all sub-processors and include in
that agreement obligations on the sub-processor that are equivalent to the
obligations on us in relation to Subscriber Personal Data in this clause 15 and
we will remain fully liable to you for the acts and omissions of our subprocessors
in relation to the processing of Subscriber Personal Data; and
(m) if we become aware that we have suffered a personal data breach relating to
the Subscriber Personal Data, we will notify you without undue delay after
becoming aware of such data breach.
15.4 Subject to clause 15.3(g), you hereby acknowledge, agree and consent to us
transferring Subscriber Personal Data to any sub-processors listed in Schedule 1,
including where such sub-processors are based outside the European Economic Area,
to the extent that such transfer is necessary for the performance of the Services or our
other obligations under this Agreement.
15.5 You will comply with the following provisions in relation to the processing of Subscriber
(a) you will comply with your obligations under the Data Protection Legislation
which arise in relation to this clause 15 and the receipt of the Services;
(b) you will not do or omit to do anything which causes us to breach any of our
obligations under the Data Protection Legislation; and
(c) you represent, warrant and undertake to us that you have obtained the
Subscriber Personal Data in accordance with Data Protection Legislation and
have provided (or will provide) all necessary notices to data subjects whose
personal data comprises part of the Subscriber Personal Data and have (or will
at the required time have) a lawful basis for your processing of the Subscriber
Personal Data pursuant to this Agreement so that our processing of the
Subscriber Personal Data pursuant to this Agreement complies with the Data
16) LINKING TO THE PLATFORM
16.1 You may link to the Platform, provided you do so in a way that is fair and legal and
does not damage our reputation or take advantage of it.
16.2 You must not:
(a) establish a link in such a way as to suggest any form of association, approval or
endorsement on our part where none exists;
(b) establish a link to the Platform in any website that is not owned by you; and/or
(c) frame the Platform on any other site, or create a link to any part of the Platform
other than linking to the landing page at https://www.proquoai.com/.
16.3 We reserve the right to withdraw our linking permission without notice.
16.4 If you wish to make any use of content on the Platform, other than as set out above,
please contact your designated Customer Service Representative.
17) INDEMNITY AND LIMITATION OF LIABILITY
17.1 You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents,
employees, advertisers and partners harmless from and against any and all claims,
liabilities, damages (actual and consequential), losses and expenses (including legal
and other professional fees) arising from or in any way related to any third party claims
relating to your use of the Platform, the Subscriber Data, any violation of the
Agreement or any other actions connected with your use of the Platform (including all
actions taken under your Subscription Account and the acts or omissions of Authorised
Users). In the event of such a claim, we will endeavour to provide notice of the claim,
suit or action to the contact information we have for the account, provided that any
failure to deliver such notice to you shall not eliminate or reduce your indemnification
17.2 The Platform is provided to you on an “as is” and “as available” basis. Except as
expressly set out in the Agreement, to the maximum extent permitted by law, we
expressly disclaim any and all warranties and conditions of any kind, whether implied
or statutory, including without limitation any implied warranties of satisfactory quality
or fitness for a particular purpose.
17.3 We do not warrant:
(a) to the maximum extent permitted by law, that the information we provide or
that is provided through or on the Platform is accurate, complete, up-to-date,
reliable or correct, or fit for any particular purpose (including use in any
advertising or marketing claims);
(b) that the Platform will meet your requirements; or
(c) that the Platform is completely secure, free of Viruses or other harmful
17.4 Nothing in the Agreement will exclude or limit either party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
partners, officers, personnel, subcontractors or agents;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by law.
17.5 Subject to clause 17.4, we shall not be liable for any of the following loss or damage,
in each case arising out of or connection with the Agreement (including as a result of
breach of contract, negligence or any other tort, under statute or otherwise), and
regardless of whether we knew or had reason to know of the possibility of the loss or
damage in question:
(a) any loss of revenue or profits;
(b) any loss of anticipated savings;
(c) any loss of business opportunity;
(d) any loss of goodwill; or
(e) any indirect or consequential loss or damage.
17.6 Subject to clause 17.4, our total liability under or in connection with the Agreement
for all claims arising in each twelve month period commencing on the Commencement
Date and each anniversary thereof (“Contract Year”), whether in contract, tort
(including negligence) or otherwise, shall in no circumstances exceed the greater of:
(a) £12,000; and
(b) 100% of the Subscription Fees paid or payable by you in that Contract Year.
18) SECURITY AND THIRD PARTY LINKS
18.1 You are responsible for configuring your information technology, Devices, computer
programs and platforms in order to access the Platform and should use your own Virus
protection software. Any subject matter downloaded or otherwise obtained through
the use of the Platform is downloaded at your own risk and you will be solely
responsible for any damage to your property or loss of data that results from such
download or use of any such material. You should also be aware that SMS and email
services are vulnerable to spoofing and phishing attacks and should use care in
reviewing messages purporting to originate from us. Always log into your account
through the Platform to review any transactions or required actions if you have any
uncertainty regarding the authenticity of any communication or notice.
18.2 We are not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and facilities,
including the internet and you acknowledge that the Services may be subject to
limitations, delays and other problems inherent in the use of such communication
18.3 We assume no responsibility for any of the products or services advertised or offered
by a third party through the Platform or the content of websites linked on the Platform.
Such links should not be interpreted as endorsement by us of those linked websites.
We will not be liable for any loss or damage that may arise from your use of them. We
have no control over the contents of those sites or resources.
19) MISCELLANEOUS TERMS
19.1 Interpretation. Clause headings shall not affect the interpretation of the Agreement. A
person includes an individual, corporate or unincorporated body (whether or not
having separate legal personality). A reference to a company shall include any
company, corporation or other body corporate, wherever and however incorporated
or established. Unless the context otherwise requires, words in the singular shall
include the plural and in the plural shall include the singular and a reference to one
gender shall include a reference to the other genders. 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. A reference to a statute or statutory
provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation
made from time to time under that statute or statutory provision. References to clauses
connection with this Agreement shall be in writing.
19.2 Force Majeure. We shall have no liability to you under the Agreement if we are
prevented from or delayed in performing our obligations under the Agreement, or
from carrying on our business, by acts, events, omissions or accidents beyond our
reasonable control, including, without limitation, pandemics or epidemics, strikes,
lock-outs or other industrial disputes, failure of a utility service or transport or
telecommunications network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or
19.3 Severance. If any provision (or part of a provision) of the Agreement is found by any
court or administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal
provision would be valid, enforceable or legal if some part of it were deleted, the
provision shall apply with whatever modification is necessary to give effect to our
19.4 Entire agreement. The Agreement (including, for the avoidance of doubt, the Order
the whole agreement between you and us and supersedes any previous arrangement,
understanding or agreement between ourselves relating to the subject matter it
covers. You acknowledge and agree that in entering into the Agreement you did not
rely on any undertaking, promise, assurance, statement, representation, warranty or
understanding (whether in writing or not) of any person (whether party to the
Agreement or not) relating to the subject matter of the Agreement, other than as
expressly set out herein. Nothing in this clause shall limit or exclude any liability for
19.5 Variation. Subject to clause 4.1, 5.6 and 5.7, no variation of the Agreement (including,
for the avoidance of doubt, the Order Form) shall be effective unless it is in writing
and signed by us (or our authorised representatives).
19.6 Assignment. You may not assign, transfer, charge, sub-license or deal in any other
manner with all or any of your rights or obligations under the Agreement to any other
person. We may at any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of our rights or obligations under the Agreement.
19.7 No partnership or agency. Nothing in the Agreement is intended to or shall operate
to create a partnership between the parties, or authorise either of you or us to act as
agent for the other, and neither of you or us shall have the authority to act in the name
or on behalf of or otherwise to bind the other in any way (including, but not limited to,
the making of any representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).
19.8 Third party rights. A person who is not a party to the Agreement will have no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms.
19.9 Marketing. Notwithstanding clause 12, You agree that we may publicly identify you as
a user of the Services for the purpose of marketing and publicising our services,
including use of your logo on a list of customers on the Platform.
19.10 Governing Law and Jurisdiction. The Agreement, its subject matter and formation, and
any dispute or claim arising out of or in connection with it (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the law of
England and Wales. You and we irrevocably agree that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this Agreement or its subject matter or formation (including noncontractual
disputes or claims).
20) CONTACT US
If you need to get in touch with us, please contact your designated Customer Service
Schedule 1 – Processing Details
The personal data, details of the processing and current sub-processors are listed below.
The personal data will be images and videos contained in the Subscriber Data and any
other associated personal data, such as names and job titles of the data subjects to
which the personal data relates, which you have lawfully obtained.
The data subjects will be your customers, paid actors and/or any other individuals
featured in the images and videos uploaded to the Platform.
You will upload Subscriber Personal Data to the Platform and we will process such data
for the purposes of providing brand guidance on how to better optimise and utilise
such data within the marketing campaigns.
The processing will continue for the duration of the Agreement and for a period of up
to 180 days following termination of the Agreement for any reason.
The personal data will be used for the purposes of providing the Services.
The personal data will be processed:
Name of sub-processors
Personal Data Location
Finance SAAS platform
Automated Marketing Provider
Subscription Management Platform