Copyright Pink Connect Ltd – 2020
These Terms and Conditions apply to all GDPR, PCI and Cyber Essentials services provided by Pink Connect Ltd, a company incorporated under the Companies Acts registered number 4563683, office at Connect House, Mill Street, Shipston on Stour Warwickshire, CV36 4AW (“the Company”).
Any organisation (“the Client”) wishing to benefit from the skills and abilities of the Company, chooses to accept an offer of services and has entered into an agreement (the “Agreement”) with the Company for such services is, in the absence of any mutually agreed alternative, deemed to have accepted these Terms and Conditions.
The General Terms (section A) below apply to all Agreements; additional service-specific terms (section B) apply in addition in any instance where this Agreement includes any of the services covered by those terms.
- GENERAL TERMS:
The Client engages the Company and the Company shall act for the Client on the terms and conditions set out in these Terms and Conditions.
The Company’s performance of the work described in the Statement of Work (“the Project”) shall commence on the Agreed Start Date and shall continue (subject to the terms of this Agreement) until completion of the planned work (“Agreed Completion Date”). The Agreement comes into effect at the time and on the date that the final signature to the Agreement is provided. The Agreement is terminated once the Project has been completed and all related invoices have been settled.
The duties of the Company shall be to complete the Project, which shall be carried out at the Client’s offices or remotely or at such other location(s) as may be necessary for the effective performance of the duties.
4.1 In consideration of the Duties, the Company shall invoice the Client as laid out in the Agreement, and the Client shall pay the Company the Agreed Fee in line with the Invoicing Schedule.
4.2 Any unpaid fees will attract interest at 8% above the base rate as specified from time to time by HSBC Bank, and the Client will be liable for any additional fees and costs that may be necessary to collect payment of the Agreed Fee.
4.3 Unless the Agreed Fee is stated as being inclusive of expenses, the Company shall be reimbursed in full by the Client in respect of all expenses properly and reasonably incurred by it in connection with the Project, subject to the production of such receipts as the Client may require, attached to an invoice for the whole amount of the expenses.
4.4 Cancellations – The Company reserves the right to charge in full for booked consultant days where the Client cancels those consultant days with less than five business days’ notice.
PINK CONNECT LTD – PROFESSIONAL SERVICES TERMS AND CONDITIONS
5.1 The Company shall exercise all reasonable skill, care and attention in all matters and shall indemnify the Client from all costs, claims, liabilities and expenses (other than consequential losses) incurred in respect of the Company’s performance (or non-performance) of the Duties, such indemnity to be limited in value to the level of fees incurred under this contract as stated in clause 4.1.
5.2 The Company shall accept no liability whatsoever in respect of any losses incurred by the Client in respect of the Company’s performance under the Agreement and which arise in any way from circumstances beyond the Company’s control (“force majeure” or “Acts of Nature”).
5.3 The Client acknowledges that it is wholly and exclusively responsible for the security of all its own information (including inter alia cardholder data, personally identifiable information, and commercially sensitive information) and that any advice, assessment or audit delivered by the Company does not include the Company accepting any liability of any sort, under any circumstances, for any such information.
The Client and the Company hereby undertake to each other that for the period of 12 months following termination of the Agreement, neither of them will either directly or by an agent or otherwise and whether for himself or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his or her employment or an associate or contractor of any sort to breach the terms of his or her contract with the Client or the Company as the case may be.
7.1 The Client shall be entitled to terminate the Agreement with immediate effect and without any payment in lieu of notice by giving notice in writing to the Company if the Company commits any material or persistent breach of any of the terms or conditions of the Agreement or wilfully neglects or refuses to carry out any of the duties.
7.2 The Company shall be entitled to terminate this Agreement immediately if the Client fails to pay any sum due within 30 days of the date of submission of an invoice properly submitted in line with the terms of the Agreement.
7.3 Upon termination of the Agreement, the Company shall not represent itself as being engaged by or connected with the Client or any subsidiary company.
7.4 If, for any reason, the Client terminates the Agreement in advance of the Agreed Completion Date, the Client agrees to pay by way of early termination fee the difference between any discounted prices included in the Agreement and the Company’s published list price for those products or services at the point they were delivered.
8.1 “Confidential” means the information pertaining to either the Company or the Client, which is communicated in confidence between the Company and the Client that is not in or has not entered the public domain and is not generally available to the public;
“Confidential Information” means all information which may be imparted or in any way made available in confidence or be of a confidential nature relating to the business or prospective business, current or projected plans or internal affairs of either the Company or the Client and in particular but not limited to all Computer Know-how, Commercial Know-how, trade secrets, unpublished information relating to any of the Company’s or the Client’s intellectual property and any other confidential commercial, financial or technical information relating to the business or prospective business of the Company or the Client or to any customer or potential customer, associate or potential associate or supplier or potential supplier, officer or employee of the Company or the Client or to any member or person interested in the share capital of the Company or the Client and any such information of a third party which the Company or the Client is obligated to keep confidential.
“Commercial Know-how” means all confidential information, other than Computer Know-how, relating either to the Company or the Client and the prospects, markets, marketing, sales, finance, pricing, customers, distribution, suppliers, employees, consultants and policies of the Company or the Client.
“Computer Know-how” means all confidential information relating to the Company or the Client not at present in the public domain (including information contained in or arising from research, designs, flow charts, expressions, methodology, logic flows, specifications, drawings, manuals, lists and instructions in whatever form held) relating to computer hardware and software or that content including:
(a) operating and applications software, including graphics, windows and hypermedia;
(b) menu structures, macro facilities, programming languages and tools, software interfaces, and source code;
(c) the design, development, selection, procurement, construction, installation, use, repair, service or maintenance of any software;
(d) the Company’s or Client’s current or future range of software of any description;
(e) the supply or storage of computer software or components thereof;
(f) quality control, testing or certification; and
(g) any media assets including but not limited to video, text, audio material, photographs, graphics, animation, artwork, scripts, story boards, treatments, synopses and any other preparatory and development materials.
8.2 The Company will not either during the period of the Agreement (other than in the proper course of its duties and for the benefit of the Client) or after the Agreement has ended for any reason whatsoever:
(a) use, disclose or communicate to any person any Confidential Information which it will have come to know, or have received or obtained at any time (before or after the date of the Agreement) by reason of or in connection with the Agreement with the Client; or
(b) copy or reproduce in any form or by or on any media or device or allow others to copy or reproduce Confidential Information whether or not in documentary form (“Documents”) containing or referring to Confidential Information.
8.3 The Client shall, and shall procure that all its directors, officers, employees, partners and associates shall keep secret and confidential at all times all information relating to the tools, processes and methods used by the Company in the course of the Project, and agrees that these tools, processes and methods are subject to the laws of copyright and are owned by or licenced to the Company, and that they may not be copied, shared, forwarded or in any way made available to any other party save during the period of the Agreement and for the express purposes of completion of the Project.
A.9 Co-marketing and External Communications
9.1 The Company and the Client agree that, where both consider it appropriate, they will co-operate in relevant public relations and co-marketing activities where reasonably requested by the other.
10.1 Any notice required or permitted to be given or served under the Agreement shall be in writing and may be served by either party by personal service or by post addressed to the other party’s registered office for the time being.
10.2 Any such notice shall be deemed to have been served, if delivered, at the time of delivery; or, if posted, at the expiry of 48 hours after posting.
A.11 Waivers and Remedies
11.1 The rights of each party under the Agreement may be exercised as often as necessary, and are cumulative and not exclusive of its rights under the general law.
11.2 No waiver of any of the provisions of the Agreement shall be effective unless it is expressly stated to be such in writing and signed by both parties.
11.3 Any delay in the exercise or non-exercise of any right is not a waiver of that right.
11.4 Any remedy or right conferred upon the parties for breach of the Agreement shall be in addition to and without prejudice to all other rights and remedies available to it.
A.12 Independent Contractors
The Company and the Client are independent contractors, and neither shall hold itself out to be, nor shall anything in the Agreement be construed to constitute either party as the agent, representative, employee, partner or joint venture of the other. Neither party may bind or obligate the other without the other party’s prior written consent.
A.13 General Data Protection Regulation
13.1 Where the Company has a legitimate interest, in the context of the Agreement, in processing the personal data of the Client’s employees, associates, suppliers, customers and/or partners, it will do so as a Joint Controller with the Client. The Company will retain personal data in line with its contractual, statutory or accounting obligations as set out from time to time in its retention policy.
13.2 The Client agrees that it is solely responsible for informing its employees, associates, suppliers, customers and/or partners that their personal data is being shared with the Company. The Client agrees that, in respect of this data, it will act as the point of initiation for any data subject access request (“DSAR”) and the Company undertakes to provide reasonable assistance to the Client in responding to any DSAR. The Company agrees that, in respect of any Data Breach in relation to personal data shared under this clause, it will be responsible for liaising where necessary with the supervisory authorities.
13.3 The Company will protect personal data in line with its obligations under the Data Protection Act 1998 and the General Data Protection Regulation.
13.4 The Company will not:
(a) Transfer any Client personal data (or personal data relating to customers of the Client) outside the EEA other than to a country in respect of which there is a current adequacy finding by the European Commission;
(b) Use any Client personal data (or personal data relating to customers of the Client) for marketing purposes.
Under the General Data Protection Regulation individuals have the right to express their rights on the personal data the company stores on them.
If any provision of the Agreement is held invalid, illegal or unenforceable in any jurisdiction, such provision shall be severed and the remainder of the provisions of the Agreement shall continue in full force and effect as if the Agreement had been executed with the illegal or unenforceable provision eliminated.
The Company warrants and represents to the Client that it is under no obligation, covenant or restriction which would or might operate to prevent or restrict the Company from performing the obligations under the Agreement, or which may give rise to any conflict of interest between the Company and the Client or any subsidiary company of the Client.
A.16 Entire Agreement
The Agreement (which for the avoidance of doubt includes the Agreement, these Terms and Conditions and any applicable service-specific terms and conditions) constitutes the entire understanding and agreement between the parties relating to the subject matter of the Agreement and supersedes any previous agreement between the parties.
A.17 Governing Law and Jurisdiction
The Company operates within the provisions of the UK laws and regulations, and specifically the Data Protection Act 1998 and its successors, the Computer Misuse Act 1990 as modified by the Police and Justice Act 2006, and the Criminal Damages Act. The Agreement is governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the Courts of England. These terms are accepted by the Client’s signature on the Agreement Acceptance Sheet and are binding on the Client as if these Consolidated Terms and Conditions themselves had been signed.
A.18 Certification Success Guarantee
Where the objective of the Project is to prepare the Client for an independent, accredited certification audit of its standards-based management system, the Company guarantees that, provided the Client has executed any business improvements identified by the Company during the Project as necessary, the Client will achieve certification and the Company undertakes to remedy or otherwise resolve at its own cost any major nonconformity raised at the initial certification audit conducted by an accredited certification body.
- PCI DSS CONSULTANCY AND QSA SERVICES: SPECIFIC TERMS
B.1 The Terms in this section B are in addition to the General Terms and apply only to Agreements that cover the provision of consultancy or Qualified Security Assessor (“QSA”) services in respect of the Payment Card Industry Data Security Standard (“PCI DSS”).
B.2 The Company will only conduct assessments to determine a Client’s compliance with the PCI DSS in line with the QSA Validation Requirements and the PCI DSS Security Audit Procedures as made available from time to time by the Payment Card Industry Security Standards Council (“PCI SSC”).
B.3 Any Report on Compliance (“RoC”) that we may make will contain an attestation that we have carried out the PCI DSS Security Audit Procedures without deviation, and that at the time of audit we did not identify any conditions of non-compliance with the PCI DSS other than those noted in the RoC.
B.4 The Client agrees that the Company may disclose any RoC, Attestation of Compliance and other related information to the PCI SSC and/or to relevant financial institutions, acquiring banks and to relevant government, regulatory and law enforcement bodies.
B.5 If, for any reason, the Company’s appointment as a QSA is terminated, the Company may, on giving 15 days’ prior written notice, terminate any aspect of the Agreement that is related to the provision of QSA services.
B.6 Further Limitation of Liability: In addition to the limitations contained in Clause A.5 above and its subclauses, the Company accepts no liability for any information security breaches, or theft or compromise of cardholder data, or any other breach of the Client’s cardholder data environment that arises from matters that were not directly and clearly disclosed to the Company during the course of its engagement, and/or that in any way arise from changes, whether to the cardholder data environment or in the cardholder security environment generally, which arise after completion of that phase of the Company’s work during which we might have been in a position to identify the specific issue if the Company had been given adequate information.
- PENETRATION TESTING AND VULNERABILITY SCANNING: SPECIFIC TERMS
C.1 The Terms in this section C are in addition to the General Terms and apply only to Agreements that cover the provision of penetration testing, vulnerability assessment or social engineering services.
C.2 Penetration testing, vulnerability assessments and social engineering services will be limited to conducting an agreed set of tests on the devices, systems, infrastructure, applications and/or sites that are identified under the heading Statement of Work within the Agreement.
C.3 The Company’s penetration testing methodology is in line with the guidance of OSSTMM and OWASP and testing is a combination of automated and manual testing, with manual testing designed to exploit any vulnerabilities identified by the automated testing. All tests look for exploitable vulnerabilities within the identified scope. Penetration tests do not include a review of the actual code of any website applications.
C.3 All other tests and systems are out of scope and will not be tested without a signed amendment to the Agreement.
C.4 Test IP Address: The Company’s testing is carried out from a dedicated penetration testing network, and the Company will supply the Client with the relevant IP address so that the Client can add it to any IPS/IDS or filtering system to allow testing to be completed. Log files may record ping sweeps and port sweeps from the Company’s test IP address in addition to other activity that may be suspicious to any SEM or SIEM deployed on the systems and applications under test.
C.5 The Company’s testers will take care not to cause Denial of Service (DOS) conditions or anything that would affect the performance of the systems under test, except where permitted by and agreed with the Client.
C.6 The Company’s testers will take care not to perform testing that will result in breaking any of the devices they identify nor, will they attempt to exploit any vulnerability where they think that doing so may cause damage, nor will they intentionally damage any information or information systems during testing.
C.7 The Company’s testers will immediately report any critical risk vulnerability that they might identify to the Client contact.
C.8 The Company will require explicit authorisation to proceed from the Client and from any additional parties involved in hosting the infrastructure or application that is in scope before the start of any test work.
C.9 Logs are kept of the actions taken during a test and, in line with the Company’s data retention procedure, these are retained, along with all other Client files, for six years and are then destroyed. Client files will be encrypted, classified as restricted to the testing consultant and to senior management of Pink Connect, stored on a restricted network drive, and will be backed up in their encrypted form to the Company’s mirrored, secure off-site backup environment. These controls
directly protect the Client’s data from disclosure, damage and information leakage.
C.10 The Company will not:
(a) disclose test results or related information to third parties without the Client’s prior permission, unless otherwise required by law;
(b) allow anyone, other than on a need-to-know basis, access to the Client’s test information;
(c) exchange information in relation to the tests and test results other than by using encrypted email.
C.11 The Client will identify and disclose to the Company any third parties that may conceivably be affected by the Company’s testing activities in relation to this Project, and any damages and/or loss of service caused by the Client’s failure to identify and/or disclose such third parties shall remain the sole responsibility of the Client and the Client therefore indemnifies the Company against all and any costs or damages howsoever arising from such activities. The Client’s authorisation to commence testing activities is deemed to include confirmation that any relevant Client-internal or external parties have been appropriately notified and that all necessary permissions from such parties for the Company to commence testing have been provided to the Company.
C.12 The Company will only identify vulnerabilities that are already known at the date on which any tests are carried out, and which are capable of being exposed by the range of testing tools deployed by the Company. The Client accepts that it is in the nature of technical security testing that there may be flaws that will be uncovered in the future or using alternative tools and attack methodologies, none of which could normally be identified at the time of testing, and therefore agrees that it will not, now or in the future, hold the Company to account for any such matters.
C.13 The Company shall accept no liability for damages caused to the Client by any automated or non-automated attacks on the Client’s internet-facing infrastructure or its applications, irrespective of whether the Company’s security testing activity carried out under this Agreement did, did not, or could have but did not, identify any vulnerability exploited or which might in future be exploited by any such attack.
C.14 The Company will identify vulnerabilities that its testing has exposed; wherever possible, it will identify by reference to commonly available and published information the appropriate patches and fixes that are recommended to deal with the identified vulnerability, but it will be entirely the Client’s responsibility to formally identify and deploy an appropriate solution to the vulnerabilities identified by the Company’s security testing.
C.15 The Company will not use any third-party consultants for carrying out any of the services under this part of an Agreement.
- IN-HOUSE TRAINING: SPECIFIC TERMS
D.1 The Terms in this section D are in addition to the General Terms and apply only to Agreements that cover the provision of in-house training services.
D.2 Prices for in-house training courses include the trainer’s time and all the necessary training materials.
D.3 The Client agrees to provide:
(a) a venue that is appropriate for the number of people attending;
(b) a PowerPoint projector and screen;
(c) two flip charts with pens; and
(d) tea, coffee and lunch for the delegates and the Company’s trainer.
D.6 Cancellation terms apply once the Company has accepted a booking from the Client for delivery of a training course.
D.8 Cancellation Charges
D.8.1 The Client may cancel a booking without penalty providing the Company receives written notice of cancellation more than 28 business days prior to the Agreed Start Date for the relevant training course; the Client will however be liable for the cost of any travel or accommodation arrangements that have already been made by the Company and which are non-refundable.
D.8.2 Written cancellations received by the Company between 28 and 21 business days prior to the start of the training course will be subject to a 25% cancellation fee;
D.8.3 Written cancellations received by the Company between 20 and 11 business days prior to the start of the training course will be subject to a 50% cancellation fee.
D.8.4 Written cancellations received ten business or fewer before the start of a training course will incur a 100% cancellation penalty; in other words, the full, agreed fee for the course will still be payable.
D.8.5 The Company reserves the right to postpone a course without penalty if circumstances beyond the Company’s control make this necessary.
D.8.6 The Company reserves the right to cancel the training course but will endeavour not to do so within ten business days of the start of the course. If a training course is cancelled, the Company’s only obligation to the Client will be, at the Company’s discretion, either to reschedule the cancelled course within four months or to refund in full the fees paid by the Client for the training course.
D.8.7 In addition to the limitation of liability terms in A.5 above, the Company will not be liable to the Client in contract, tort, negligence or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client of a direct, indirect, special or consequential nature arising from such a cancellation.
D.9 Additional Delegates
D.9.1 The training course will be agreed at the time of booking for a maximum number of delegates. If the Client wishes to exceed this number, this must be agreed in advance and in writing.
D.10 Delegate Background
D.10.1 The Client is responsible for ensuring that the backgrounds of its delegates is suitable for the training course they are attending. The Company will not be liable for any refund if delegates decide that the course material is inappropriate for them or if they are unable to participate fully for any reason.
D.10.2 The Client will ensure that all delegates have additional time set aside in relation to any pre-course reading material that may be provided in relation to the course they are attending, depending on its topic and duration.
D.11 Copyright and Intellectual Property
In addition to the restrictions contained in A.8 above, the Client agrees that all copyright and other intellectual property rights in or relating to any course materials provided by or made available by the Company in connection with the course are and remain the sole property of the Company and/or the Company’s training partners. Course materials may not be used, copied, reproduced, stored in a retrieval system, distributed or transmitted in whole or in part or in any form or by any means, whether electronically, mechanically, or otherwise, or translated into any language, without the Company’s prior written permission (which may in some cases be dependent on permission from the Company’s training partners).
- CYBER ESSENTIALS: SPECIFIC TERMS
E.1 The Terms in this section E are in addition to the General Terms and apply only to Agreements that cover the provision of Cyber Essentials certification assessment and related scanning services. Clients should also read and accept the terms contained in Section C on Penetration Testing for Cyber Essentials certification services.
E.2 The Client is required to complete any required testing and submit the completed Cyber Essentials Questionnaire (“CEQ”) within 120 days of purchasing the relevant Cyber Essentials certification service. Unless there are exceptional circumstances, any applications not completed within that period will be marked as void; in these circumstances, the Client agrees that they will not be entitled to any refund of or reduction in the Agreed Fee.
E.3 The Client is required to ensure that all vulnerability scans have been completed and submitted on the in-scope systems and infrastructure no later than seven calendar days from submitting the Cyber Essentials questionnaire to the Company. Failure to do so will result in a “fail” outcome and a new application will be required to reinstate the certification process before a positive outcome can be assessed.
E.4 The testing methodology for Cyber Essentials and Cyber Essentials Plus will be in accordance with the requirements set out by CREST. Refer to terms related to Penetration Testing services in section C.
E.5 All other tests and systems are out of scope and will not be tested without a signed Cyber Essentials Questionnaire.
E.6 The Company will inform the Client where further tests are required due to a “fail” outcome of the assessment, or if the questionnaire does not meet the scope. These tests will be subject to agreement with the Client, and will be billed separately.
E.7 Explicit authorisation is required from the Client and from any additional parties involved in hosting any infrastructure or application that is in-scope before the start of any tests and should be submitted with the signed Cyber Essentials Questionnaire.
E.8 Limitations on the testing, such as a requirement for out-of-hours testing or weekend testing, or restrictions such as testing only during office hours should be stipulated at the time of submitting an order for Cyber Essentials certification assessment. Any surcharges incurred by the Company for any out-of-hours testing will be agreed with the Client in advance and billed separately.
E.9 The Company’s testers are all qualified to the level that CREST deems appropriate for carrying out assessments.
E.10 Unless otherwise agreed, the Company reserves the right to list the Client’s company name on its website upon achieving certification.
F.3.1 This section is subject to and in addition to the terms set out in Section A.5
F.3.2 The Client agrees that Client alone is responsible for its compliance with the GDPR and any other relevant laws and regulation.
F.3.3 The Client agrees that the Services are provided by the Company, and not by any employees of the Company, and that the liability of the Company in respect of the services is limited to the Company. The Client agrees that it will under no
circumstances seek to bring any form of action, legal or otherwise, against any employee of the Company in relation to the Services.
F.3.4 The Company shall not be liable for any delay in providing advice or guidance within the scope of the Services where this is caused by circumstances beyond our reasonable control.
F.3.5 The Company shall not be liable for failure or delay in performance by the Client in respect of advice, guidance or instructions given within the scope of the Services where due to causes beyond our reasonable control. Where the Services require the Company to deal with third parties on behalf of the Client, we do not accept any liability in relation to such third parties.
F.3.5 If there are other advisers or third parties involved in any matter on which the Company is also engaged, the extent to which any loss or damage will be recoverable by the Client from the Company will be limited, without prejudice, in proportion to the overall fault for such loss or damage or as agreed in advance with the other parties. If the Company’s ability to claim a contribution to its costs under these circumstances from a third party is prejudiced by any limitation of liability agreed by the Client with that third party, the Company shall not be liable to the Client for any amount that the Company would have been able to recover from that third party but for that limitation of liability.
F.3.6 In respect of obtaining advice on any issue that is within scope of the Services, it is the responsibility of the Client to engage with the Company in a timely manner. The Company shall not be held liable for any delay in the Client engaging the Services and any associated delay in the Company delivering the Services.
F.3.7 It is the responsibility of the Client to follow the advice provided by the Company within the scope of the Services. Should the Client not follow the advice provided by the Company, the Company shall not be held liable for any consequences, financial or otherwise, experienced by the Client as a result. If the Client fails to follow any advice provided by the Company within the scope of the Services, the Company shall be entitled to terminate this Agreement with immediate effect and without any obligation to make any refund of any fees already paid under the Agreement
F.3.8 Unless otherwise agreed in writing the Company is not responsible for reminding the Client of key dates or other time-sensitive actions or information.
F.4 People responsible for delivering on behalf of the Company
F.4.1 The Company undertakes to ensure that those of its employees who are deployed to provide the Services have the necessary skills, knowledge and experience. The Client agrees that the Company alone will determine what skills, knowledge and experience are necessary in relation to the Services.
F.4.2 The Services will be carried out by a team of employees of the Company and the contact details for the team will be provided in the Agreement.
F.4.3 The Company will identify a lead manager within the DPO team who has ultimate responsibility within the Company for delivery of the Services to the Client. If the Company changes the lead manager for any reason the Company will notify the Client as quickly as possible.
F.5 Processes and Procedures
F.5.1 GDPR advice & guidance, including helpline
F.5.1.1 The Company will provide email and telephone advice only to nominated contacts of the Client, such nominations to be made in writing.
G.5.1.2 A request for advice or guidance will be recorded, assessed and allocated a priority level in accordance with the Companies Assessment Criteria detailed in Section F.7 and passed to the most appropriate GDPR consultant to respond in line with the Company’s Resolution Times as detailed in Section G.8.
F.5.1.3 Following assessment of the priority level, the Company will send the Client an email acknowledgement detailing the priority level, expected resolution time and details of the allocated GDPR consultant.
F.5.1.4 The Company will record and track all requests for advice or guidance or other types of calls received by the Client, including: date; time; caller; subject matter; response time; and resolution time. A quarterly report will be generated by the Company and sent to the nominated contacts at the Client. This report will also record the trends in terms of the categories of requests, highlighting root causes of issues raised and potential organisational issues.
F.5.2 Review of GDPR policies
F.5.2.1 The Client will provide the Company with copies of all its policies and procedures that relate to data protection and compliance with EU data protection legislation.
F.5.2.2 The Company will review all documents provided in accordance with G.5.2.1 in relation to their compliance with applicable laws and regulations. The Company will provide written feedback to the Client, highlighting areas for improvement, as soon as possible.
F.2.3 GDPR audit
F.2.4.1 The Company will allocate appropriate consultants to carry out GDPR audits as required for the Services.
F.5.4.2 Audits will be scoped, planned and executed in line with relevant audit planning guidelines. Those who perform audits will not be from the same team that is providing the advice being audited.
F.5.4.3 Audit reports, with recommendations for improvement or otherwise, will be provided to the client after completing the data gathering phase of the audit and after undergoing any necessary further review.
F.5.5 GDPR updates
F.5.5.1 The Company will provide the Client’s nominated contacts with regular updates on issues critical to data protection compliance.
F.5.5.2 The copyright in all the updates (whether text, graphics, designs, guidance notes, or information of any kind) may belong to the Company or to other third parties.
F.5.5.3 The Client may distribute internally to the Client any update material to which the Company owns the copyright but is hereby notified that any third-party material may have different copyright restrictions and that the Client is solely responsible for complying with any restrictions in respect of such third party material.
- Availability of Services
G.1 The Services will be provided between the hours of 09:00am and 17:00pm Monday to Friday, except bank holidays.
G.1.1 Calls received outside of the standard hours of service will go through to an answerphone service and will not be accessed by the Company until the next working day.
G.1.2 Emails received outside of the standard hours of service will be received by the Company’s server, but no action will be taken by the Company until the next working day.
G.2 The Company guarantees that the advice & guidance service will be available to Clients for 99.5% of each calendar month.
G.7 GDPR advice & guidance assessment criteria
G.7.1 All enquiries for advice or guidance will be assessed and assigned a priority level as described below using the following criteria:
– Number of data subjects affected
– Threat to confidentiality, integrity and availability of personal data
– Effect on the rights and freedoms of data subjects
– Effect on the Client’s business mission
– Context of the data processing problem
– Estimated solution time
– Frequency of occurrence of the problem
– Client’s guidance on priority
G.7.2 The Client will be informed by email of the priority rating and anticipated resolution time.
G.8 Resolution Times
G.8.1 Within the context established in G.6, all enquiries for advice or guidance will be allocated a maximum resolution time based on an assigned priority level, as follows:
||Advice on a topic that has immediate high risks to the rights & freedoms of data subjects
||Within 4 hours
||Advice on a topic which has potential high risks to the rights & freedoms of data subjects and / or a high impact on the Client’s business objectives / deliverables
||Within 24 hours
||Advice which has limited impact on the rights & freedoms of data subjects but has an imposed deadline
||Within 3 working days
||Advice which has limited or no impact on the rights & freedoms of data subjects and does not have an imposed deadline
||Within 10 working days