1.1. These definitions and rules of interpretation apply to this entire Agreement.
Account: A personal account on the Adamas Data Platform designated for use by a specific employee of the Client to access the platform.
Adamas Data: FinCap Associates Limited, operating under the trade name Adamas Data.
Adamas Data Platform: The paid, web-based platform developed, managed, and maintained by Adamas Data.
An "Affiliate" refers to a company and its subsidiaries and holding companies, as well as any subsidiary of its holding company.
"Agreement" means this contract, including the Order Form, Terms and Conditions, any Addendums, and Schedules.
Authorised Users: an individual natural person, whether an employee, agent or independent contractor of the Client who is authorised by the Client to use the Services and the Software in accordance with the terms of this Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client: Refers to the Subscribing Organisation
Confidential Information: any information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.
Data: any data, content or information which is provided to the Client (whether directly or indirectly).
Data Policy: The data policy set out in Schedule A, which outlines your rights regarding the use of Adamas Data Information, and, along with these Terms, forms part of your Subscription Order.
Effective Date: the date of this Agreement, as specified on the Order Form.
Expiry Date: The definition of "Expiry Date" is provided in paragraph 3.9.
Fees: all applicable fees payable under this Agreement, including Subscription Fees.
Initial Term: the period between the effective date and the expiry date as is set out on the Order Form.
Subscription Credits: The total number of Subscription Credits available for use across all Users within a single calendar month under the client’s Subscription.
Subscription Order: The Subscription Order document, these Terms, the Data Policy, and any referenced documents under which the client is granted a Subscription.
Subscription Type: The specific type of Subscription the client is enrolling in (e.g., Fixed Term Subscription), as detailed in the Subscription Order.
User Subscriptions: the user subscriptions purchased by the Client in accordance with the Order Form which permit Authorised Users to access and use the Services and the Software in accordance with the terms of this Agreement. The number of User Subscriptions for Software may be equal to or less but not more than the number of User Subscriptions for Services.
1.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.3. A reference to a company shall include any company, corporation, limited liability partnership or other body corporate, wherever and however incorporated or established.
1.4. A reference to writing or written includes e-mail.
2.1. We operate the website www.adamasdata.com and associated domains. We are FinCap Associates Ltd, a company registered in England and Wales under company number 10515428 with our registered office at 20-22 Wenlock Road, London, England, N1 7GU.
2.2. Contacting Adamas Data: The Client or its Users may contact Adamas Data by emailing contact@adamasdata.com. If you wish to give formal notice of any matter in accordance with these Terms, please do so in accordance with paragraph 14.2.
3.1. This clause 3 shall apply to any Services which are indicated on the Order Form.
3.2. Subscriptions to Services shall be delivered exclusively online.
3.3. Each Authorised User of a Service is permitted to access, print, display, download or store the Data in accordance with this Agreement and to the extent reasonably necessary to receive the benefit of the Services, which may include aggregation, analysis and interpretation of the Data.
3.4. Any Derived Data may be used and disclosed in reports and presentations of the Client provided that:
1. Adamas Data and the relevant Brand are acknowledged as the source of the original data upon which the Derived Data is based.
2. the disclosure or dissemination of the Derived Data is not in itself the primary purpose of such reports or presentations; and
3. any disclosure of the Derived Data does not occur on a systematic basis or as part of an automated process.
3.6. Authorised Users shall not disclose, disseminate, distribute or make available to anyone who is not an Authorised User any unmodified Data or Data which has been modified but remains identifiable or readily extractible to any other person in any way other than except as is permitted by clause 3.4 above.
3.7. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, and Software and in the event that the Client discovers any such unauthorised access or use the Client shall notify Adamas Data immediately.
3.8. Any breach by the Client of this clause 2 shall be deemed to be a material breach of this Agreement.
3.9. A Subscription will commence on the Start Date and continue for the Period specified in the Subscription Summary. It will automatically expire on the Expiry Date unless we have agreed to extend it. After the Expiry Date, you will no longer have access to the Adamas Data Platform unless your Subscription is extended, or we enter into a new Subscription Order. Any extension of your Subscription requires prior written agreement with us.
4.1. The Fee for your Subscription is specified in the Subscription Order.
4.2. The Client shall pay the Fees to Adamas Data within thirty (30) days from the date of the invoice.
4.3. If Adamas Data has not received payment in accordance with the payment terms attached to the invoice and by the due date indicated then, without prejudice to any other rights and remedies of Adamas Data:
1. Adamas Data may, without liability to the Client, suspend all or part of the Services and the license to the Services until such time that any amounts owing to Adamas Data are paid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of The Bank of England from time to time, commencing from and including the due date and continuing until fully paid, whether before or after judgment.
4.4. The Fee for your Subscription does not include VAT or other similar sales taxes. For customers in the UK, VAT will be applied at the prevailing rate. If the VAT rate changes during your Subscription, we will adjust the VAT charge for your next payment, unless you have already paid for the full Subscription before the change takes effect.
4.5 We reserve the right to adjust the Fee periodically, for example, due to (i) our annual Fee review or (ii) changes in the cost of additional data or features on the Adamas Data Platform. You will be notified in advance and will retain the right to terminate.
4.6 All amounts and fees stated or referred to in this Agreement:
1. shall be payable in pounds sterling unless otherwise stated on the Order Form or agreed in writing by Adamas Data;
2. are non-cancellable and non-refundable; and
3. are exclusive of value added tax or other applicable taxes. For customers in the UK, VAT will be applied at the prevailing rate. If the VAT rate changes during your Subscription, we will adjust the VAT charge for your next payment, unless you have already paid for the full Subscription before the change takes effect.
4.7. The Client cannot pause the Subscription, and Adamas Data does not offer payment holidays.
5.1. The Client is fully responsible for the actions of its Data Users and ensuring their compliance with the terms of the Subscription Order. If any Data User breaches the terms, Adamas Data reserves the right to terminate your Subscription and/or their access to the Adamas Data Platform, and take any other action, legal or otherwise, it deems necessary to protect its interests and the security of the platform.
5.2. The Client must ensure that its Users keep all Account information secure and confidential. Users are prohibited from sharing their Account access with others, including Team members. We reserve the right to monitor Account usage to prevent unauthorised access.
5.3. The Client may request additional Accounts at any time, but Adamas Data are not obligated to provide them. If the Client wishes to request more Accounts, please contact the appropriate account manager. Adamas Data reserves the right to charge for any additional Accounts provided.
5.4. If the Client wishes to transfer an existing Account to a new User (for example, when an employee leaves the Subscribing Organisation), please contact your account manager directly.
5.5. Accounts are strictly for the use of employees within the Subscribing Organisation only.
5.6. Each Account must be linked to a single named individual’s email address within the Subscribing Organisation. Email addresses that are shared by multiple users (such as finance@abc.com) may not be used for Accounts.
5.7. If the Subscription Order specifies any Subscribed Teams, only Users within those Teams may access the Adamas Data Platform and Adamas Data Information. These Users may not share access with others within your organisation.
5.8. The Client and its Users are strictly prohibited from granting or sharing access to the Adamas Data Platform except as explicitly allowed in this Subscription Order. If you wish to grant access to a third party (e.g., a consultant working on your behalf) or someone else who would otherwise be restricted from access, you must request permission from us. We reserve the right to approve or deny such requests at our sole discretion. No third party may access the platform unless and until we have entered into a written agreement with you governing such access.
6.1. Any Additional Functionality are included in the Client’s Subscription at Adamas Data’s sole discretion.
6.2. A charge may apply for Additional Functionality.
6.3. The Client may not remove any Additional Functionality during the term of its Subscription.
7.1. Please refer to Adamas Data’s Data Policy, which governs the Clients access to and use of Adamas Data Information. If you have any uncertainty about the limitations set out in the Data Policy or if you need clarification on any part of it, we encourage you to contact us. The Data Policy is an integral part of this Subscription Order, and both you and your Data Users must comply with it at all times. Access to the Adamas Data Platform for you and your Users is conditional upon such compliance.
7.2. The Client is prohibited from systematically accessing, downloading, copying, storing, publishing, or sharing Adamas Data Information with the intention of creating or compiling a comprehensive collection, directory, database, or any product or service that directly or indirectly competes with any of Adamas Data offerings. This includes, but is not limited to, integrating Adamas Data Information into any CRM application. You also may not encourage or enable any third party to do the same.
7.3 Upon termination or expiry of a Subscription Order, for any reason:
(a) The Client and its Data Users will no longer have the right to use or access Adamas Data Information; and
(b) The Client must delete, and ensure that every Data User deletes, all Adamas Data Information obtained from Adamas Data, regardless of the means of acquisition, except for data that has been published in accordance with the Data Policy.
Within 20 working days of termination or expiry, you must submit a signed notice in the form set out in Schedule 2 (a “Data Deletion Notice”) confirming compliance with paragraphs 10.3(a) and (b). If we do not receive the Data Deletion Notice within this time frame, we reserve the right to treat your subscription as renewed under our current pricing plan and will notify you in writing. In such a case, your Fee and Term will be updated accordingly, and we will issue invoices that must be paid according to paragraph 5.
7.4. If a Data User leaves the Subscribing Organisation, the Client must ensure that they no longer have access to the Adamas Data Platform or any Adamas Data Information.
7.5. The Client agrees to indemnify Adamas Data for any claims, expenses, liabilities, damages, costs, or other losses (including legal fees) incurred as a result of any breach of the Subscription Order by the Client or its Data Users. This is in addition to any other rights or remedies available to Adamas Data in the event of a breach. The Client will remain liable for any outstanding Fees.
7.6. Without limiting any other provision of this Subscription Order, the Client acknowledges that any breach of this paragraph 7 or the Data Policy would constitute a material breach and may cause irreparable harm to Adamas Data, for which monetary damages would not be sufficient. In such cases, we may seek specific performance or other equitable relief (including injunctions) to prevent or remedy the breach, without the need to prove actual damages or provide security.
8.1. Depending on the conditions specified in the Subscription Order, the Client may be allocated Subscription Credits.
8.2. Subscription Credits represent the Client’s total monthly allowance, applicable to the entire Subscription rather than individual Accounts.
8.3. Subscription Credits will reset at the start of each calendar month. If your Subscription begins mid-month, you will receive the full Export Allowance for that month, without prorating.
8.4. Once the Client reaches the Subscription Credits limit, the Client will not be able to use additional credits until the start of the following calendar month. (If you need more credits before that time, please reach out to your account manager. Adamas Data reserves the right to approve or deny additional credits, and if granted, Adamas Data may charge an extra fee.)
8.5. Subscription Credits hold no monetary value and are non-transferable.
9.1. Nothing in these Terms will limit or exclude our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other matters where liability cannot be excluded or limited under applicable law.
9.2. Subject to paragraph 9.1., Adamas Data will not be liable to the Client, under any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(a) loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information, or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
9.3. Subject to paragraph 9.1, Adamas Data’s total liability to the Client for any claims, expenses, damages, costs, or losses arising under or in connection with a Subscription Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the greater of: (i) £2,500 or (ii) the total Fees paid by you during the 12-month period preceding the claim.
9.4. Except as explicitly stated in these Terms, Adamas Data does not make any representations, warranties, or guarantees in relation to the Subscription Order (or the Adamas Data Platform and Adamas Data Information). Any representations, conditions, or warranties implied by law or otherwise are excluded to the fullest extent permitted. We specifically do not guarantee that the Subscription will meet your requirements.
9.5. The Client is responsible for ensuring that its systems and any devices used to access the Adamas Data Platform are free of viruses, malware, or any harmful content. Unless required by law, Adamas Data will not be liable for any loss or damage caused by viruses, distributed denial-of-service attacks, or other harmful material that may affect the Client’s equipment, software, data, or proprietary materials as a result of using the Adamas Data Website or downloading content from it or linked sites.
9.6. Adamas Data does not take responsibility for the content of external websites linked to our Website. Such links do not imply endorsement by us, and we are not liable for any loss or damage resulting from your use of those websites.
10.1. Some of the information or content available on the Adamas Data Platform may be provided to us under license, and the associated intellectual property or other rights may belong to third parties.
10.2. If the Client breaches its Subscription Order, it may cause Adamas Data to breach its agreements with these third parties. To the extent that the Clients actions, or those of its Data Users, result in Adamas Data being liable to these third parties, the Client agrees to indemnify Adamas Data in full for any such liabilities. The Client acknowledges that such liabilities may be substantial and could exceed the value of its Subscription Order.
10.3. For the avoidance of doubt, if Adamas Data determines, at our sole discretion, that the Client has fully complied with its Subscription Order and its actions did not contribute to any third-party claims, Adamas Data will indemnify the Client against any claims from such third-party suppliers.
10.4. The indemnity provided in paragraph 10.3 is subject to the Client fulfilling the following obligations. If a third party makes a claim or notifies the Client of an intention to make a claim that may result in liability under this indemnity (a "Claim"), the Client must:
(a) provide us with written notice of the Claim within 7 days, detailing the nature of the Claim reasonably;
(b) not admit liability, settle, or compromise the Claim without our prior written consent;
(c) allow us and our advisers access to your premises, officers, employees, agents, representatives, and any relevant records or assets at reasonable times and with reasonable notice, to assess the Claim and make copies at our expense; and
(d) grant us sole authority to dispute, resolve, settle, or defend the Claim.
11.1 The Client may link to Adamas Data Website, subject to the following conditions, provided the Client do so in a manner that complies with the law and does not harm Adamas Data reputation or create confusion regarding the distinction between the client and Adamas Data.
11.2 The Client must not create a link that implies any form of association, approval, or endorsement by Adamas Data, unless such an association exists.
11.3 The Client may not link to Adamas Data homepage from any website that is not owned by the Client.
11.4 Adamas Data reserves the right to revoke permission to link to its Website at any time without notice. If Adamas Data withdraws such permission, the Client agrees to immediately remove all links to Adamas Data Website.
12.1. Adamas Data uses cookies and other tracking technologies, as outlined in its Website Privacy Notice and Cookie Policy, which may be updated periodically. The Client is responsible for ensuring that all its users are aware of and comply with these policies.
13.1. Neither party be in breach of this Agreement or shall owe any liability to the other if it is prevented from or delayed in performing its obligations or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Adamas Data or any other party), failure of a utility service or transport or telecommunications network, pandemic, epidemic, public health emergency, 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 sub- contractors, provided that the other is notified of such an event and its expected duration. If the period of delay or non-performance continues for three months, the party not affected may terminate this Agreement by giving 30 days’ written notice to the affected party.
14.1. When reference is made to "in writing" in the Subscription Order, it includes email.
14.2. Any notice or communication given by the Client to Adamas Data, or by Adamas Data to the Client, under or in connection with the Subscription Order must be in writing and can be delivered personally, sent by pre-paid first-class post or next working day delivery service, or sent by email.
A notice or communication will be deemed received as follows:
- If delivered personally, when left at Adamas Data registered office;
- If sent by pre-paid first-class post or next working day delivery service, at 9:00 AM on the second Business Day after posting;
- If sent by email, on the next Business Day following transmission.
To prove service of any notice, it is sufficient to show that, in the case of a letter, it was properly addressed, stamped, and posted, and in the case of email, that it was sent to contact@adamasdata.com.
This paragraph 14 does not apply to the service of any proceedings or legal documents in connection with any legal action
15.1. Each party may be given access to Confidential Information relating to the other party in order to perform its obligations under this 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.
15.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
15.3. 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 its employees or agents in violation of this Agreement.
15.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
15.5. This clause 12 shall survive termination of this Agreement, however arising.
20.1 Adamas Data either own or are the licensee of all intellectual property rights associated with the Adamas Data Platform and the materials published on it. These rights are protected by copyright and other intellectual property laws and treaties worldwide. All rights are reserved.
20.2 "Adamas Data" is a registered trademark of FinCap Associates Limited in the UK. You may not use any of our trademarks (or any confusingly similar trademarks) for any purpose unless expressly authorised by us in writing or permitted by applicable law.
17.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
17.3. If any provision (or part of a provision) of this 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.
17.4. 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 the commercial intention of the parties.
17.5. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.6. Neither party shall, without the prior written consent of the other, assign, transfer, charge, or deal in any other manner with all or any of its rights or obligations under this Agreement except that either party may, after having given prior written notice to the other party, assign or transfer any or all of its rights and obligations under this Agreement to:
1. an Affiliate for so long as the assignee remains an Affiliate; or
2. to any person to whom it transfers the part of its business to which this Agreement relates, provided that the assignee undertakes in writing to the non-assigning party to be bound by the assignor’s obligations under this Agreement.
17.7. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
17.8. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.9. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other email address as is set out on the Order Form.
17.10. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
17.11. In the event that there is any conflict between the terms of this Agreement and any general terms and conditions set out on a Adamas Data website, the terms of this Agreement shall prevail.
17.12. All amounts due under this Agreement shall be made in cleared funds, without any deduction or set-off and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If the Client is required to many such deduction, it will pay to Adamas Data such additional amounts as are necessary to ensure receipt by Adamas Data of the full amount which Adamas Data would have received but for the deduction.
17.1 Each party shall comply with all applicable law, including but not limited to the Anti-Bribery Act 2010 and Modern Slavery Act 2015.
17.2 The Client shall not access from, or use the Service (or any part of the Service) in, or permit any User or other third party to access from, or use the Service (or any part of the Service) in, any territory that is subject to US, UK or EU export controls and sanctions laws and regulations. In the event of any breach of this clause 17.2, Adamas Data may terminate the Agreement immediately by notice in writing to Client.
18.1. Subject to clause 17.2, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle such dispute or claim.
18.2. If the Client is incorporated in the United States of America, the provisions of the USA Specific Provisions Schedule (Subscriptions) shall apply.
GDPR
Adamas Data need to make sure that the clients processing of the Adamas Data complies with the requirements of the General Data Protection Regulation (EU) 2016/679 (the "EU GDPR"), the EU GDPR as incorporated into UK national law by virtue of the European (Withdrawal) Act 2018 (the "UK GDPR") and the Data Protection Act 2018. This Policy, together with our Terms, forms part of your Subscription Order. It comprises a balanced set of terms to support the assessment that our sharing of Adamas Data with you is in your and our legitimate interests and does not unduly prejudice the rights and freedoms of individuals to whom the Platform Personal Data relates. If you have any questions about it, please email our Data Protection Officer.
1.1. Definitions:
In this Data Policy, the following terms shall have the following meanings (any definitions not found here will be in the main Terms): (a) (b) (c) (d) (e) (f)
"Applicable Data Protection Law" means all worldwide data protection and privacy laws and regulations applicable to the personal data in question, including, where applicable, UK Data Protection Law, the EU GDPR and the EU e Privacy Directive (Directive 2002/58/EC).
"clause" means a clause of this Data Policy.
"controller", "processor", "data subject", "processing" (and "process") and "special categories of data" shall have the meanings given in UK Data Protection Law.
"GDPR" means the EU GDPR and the UK GDPR.
"Party" means the client or Adamas Data, as party to a Subscription Order comprising the Adamas Terms and this Data Policy.
"Permitted Purpose" is as defined in clause 1.2 below.
"personal data" means any information relating to an identified or identifiable natural person (a data subject). This is one who can be identified, directly or indirectly, in particular by reference to an identifier.
"Platform Personal Data" is any personal data made available to you via the Adamas Data Platform, as further described in Annex I below.
"UK Data Protection Law" means:
(i) the UK GDPR;
(ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003); and
(iii) the Data Protection Act 2018.
1.2 .Disclosure of data: Adamas Data will make available to you via the Adamas Data Platform certain personal data as further described in Annex I (the Platform Personal Data) to process strictly in accordance with the Data Usage Tier outlined in your Subscription (and subject to any restrictions outlined in Part 3) or as otherwise agreed in writing between Adamas Data and the client (the "Permitted Purpose").
1.3 Relationship of the parties: The client acknowledges that Adamas Data is a controller of the Platform Personal Data made available via the Adamas Data Platform, and that the client will process the Platform Personal Data as a separate and independent controller strictly for the Permitted Purpose. In no event will Adamas Data and the client process the Platform Personal Data as joint controllers.
1.4 Legitimate Interests: The Parties acknowledge that for the purposes of UK Data Protection Law, the legal basis on which Adamas Data will facilitate access by you to the Platform Personal Data is the legitimate interests pursued by Adamas Data in building and operating its business of providing insights into UK companies and the surrounding ecosystem as well as those pursued by the Subscribing Organisation which may wish to invest in, or offer professional services or funding opportunities to such companies.
1.5. Compliance with law: Both Adamas Data and the client shall be separately responsible for complying with the obligations that apply to it as a controller under Applicable Data Protection Law.
1.6. Prohibited data: Adamas Data shall not disclose any special categories of personal data to you for processing.
1.7. International transfers: Transfer of Platform Personal Data occurs whenever a User accesses the Adamas Data Platform.
Subscribing Organisation based in the EEA/UK: you shall not transfer the Platform Personal Data (nor permit the Platform Personal Data to be transferred) outside of the European Economic Area (“EEA“) and/or the United Kingdom ("UK") unless you take such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law.
Subscribing Organisation based outside the EEA/UK: If the client is based outside the EEA/UK in a country that has not been deemed as ensuring adequate data protection within the meaning of Article 45 of the GDPR, the client agrees that the Standard Contractual Clauses (2021/914/EC) Module 1 (“Standard Contractual Clauses“) and the ICO's UK Addendum to the Standard Contractual Clauses ("UK Addendum") shall be incorporated by reference into your Subscription Order. For the purposes of populating the Appendices to the Standard Contractual Clauses and UK Addendum, the required information will be as set out in the Annexes to this Data Policy. In the event of any conflict between the Data Policy and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. In the event of any conflict between the Data Policy and the UK Addendum, the UK Addendum shall prevail.
For the purposes of Clause 11 of the Standard Contractual Clauses ("Redress"), the optional Clause (which reads as follows: "The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.") is hereby deleted.
For the purposes of Clause 17 of the Standard Contractual Clauses ("Governing law"), the parties agree that this shall be the law of Ireland.
For the purposes of Clause 18 of the Standard Contractual Clauses ("Choice of forum and jurisdiction"), the parties agree that those shall be the courts of Ireland.
For the purposes of Clause 17 of the UK Addendum, the parties agree that the Approved Addendum (as defined in the UK Addendum) shall be populated by reference to this Data Policy and its Annexes and that any changes in formatting (including for the avoidance of doubt with respect to Part 1: Tables) shall not adversely affect the validity of the Subscription Order or the compliance with Applicable Data Protection Law of any international transfers of personal data made thereunder. The parties hereby acknowledge and agree that any such formatting changes do not reduce the standard of Appropriate Safeguards (as defined in the UK Addendum) provided.
For the purposes of Clause 19 of the UK Addendum, the parties agree that the Exporter shall be entitled to terminate the Addendum by providing written notice of the same to the Importer.
1.8. Security: The client shall implement appropriate technical and organisational measures to protect the Platform Personal Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Platform Personal Data (a "Security Incident"). Such measures shall include, as appropriate:
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
1.9. Cooperation: In the event that either Party receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Platform Personal Data by Adamas Data to the client for the Permitted Purpose; or (b) processing of the Platform Personal Data by the other Party or by a Client of a Subscribing Organisation, it shall promptly inform the other Party giving full details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law. Security incidents: Upon becoming aware of a Security Incident, the client shall inform Adamas Data without undue delay. The client shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep Adamas Data informed of all developments in connection with the Security Incident. Each Party agrees to provide reasonable assistance to the other to facilitate the handling of any Security Incident in an expeditious and compliant manner. Deletion of Platform Personal Data: Further to paragraph 11.3 of the Terms, upon termination or expiry of this Agreement, the client shall destroy all Platform Personal Data (including all copies of the Platform Personal Data) in your possession or control (including any Platform Personal Data disclosed to a third party outside the Subscribing Organisation. This requirement shall not apply to the extent that you are required by any EU (or any EU Member State) law or UK law to retain some or all of the Platform Personal Data, in which event you shall securely isolate and protect the Platform Personal Data from any further processing except to the extent required by such law. For the avoidance of doubt, this clause
1.10. Audit: Should we have reasonable cause, the client shall permit Adamas Data (or our appointed third party auditors) to audit your compliance with this Data Policy, and shall make available to us all information, systems and staff necessary for us (or our third party auditors) to conduct such audit.