Contenseo Terms and Conditions

Acceptance
1. The terms and conditions (the “Terms”) which follow, set forth the relationship between Ivy Bay Limited, company number 768593 (“Contenseo”, “we” or “us”) and you, as a registered member (“Member”) of the Contenseo website and platform, www.contenseo.com (referred to as the “Platform”) and govern your use of the Platform and the provision of our Services to you.
2. By accessing this Platform and/or by using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, as may be amended from to time, you are prohibited from using the Platform or any services provided by Contenseo through this platform (the “Services”).
3. These Terms apply to the exclusion of any other terms that you seek to impose or which are implied by law, trade custom, practice or course of dealing.
4. These Terms are the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, or representation or assurance or warranty that is not set out in these Terms.
5. Contenseo may change these terms in accordance with Section 10 below.
6. Please follow the onscreen prompts to register with the Platform and record your acceptance of these Terms.
7. Our order process allows you to check and amend any errors before submitting any order to us. Please check any order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is correct.
Contenseo membership
1. You must be at least 18 years old to become a Contenseo Member. To sign up, complete the registration process. Membership is required to use our services.
2. Each Member will select a username and password in order to use the Services and to access specific portions of the Platform. For the purposes of these Terms, your password is considered confidential information belonging to Contenseo. It is crucial that you keep your password secure. In accepting these Terms you agree that you will not share this password with anyone and will prevent unauthorised access to your account. You may not share your account for use by any other person or entity.
3. The Platform offers an online venue that enables Members to publish, offer, search for and license work or other digital content (called “Works”). Members who publish and offer Works for license by other Members are “Licensors” and Members who search for or take licences of the Works are “Licensees”. As the provider of the Platform Contenseo is not a party to the contracts entered directly into between Licensors and Licensees.
Content and general terms
1. Contenseo lets Members license their Works to other Members via the Platform, following the rules outlined in these Terms. Works include, but are not restricted to: written work, audio, video, images, artistic creations and designs.
2. You acknowledge and agree that:
  1. Contenseo may offer to you the opportunity to:
    1. register on our Platform and become a Member;
    2. link to and share your content;
    3. obtain a licence to certain Works;
    4. access e-commerce tools to licence Works via our Platform; and
    5. access online forums for private and public discussions.
  2. Contenseo does not own any of the Works of a Member hosted and/or licensed via the Platform. All right, title and interest in and to a specific Work, including without limitation all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights”, “artist’s rights”, “droit moral” or the like, will at all times remain vested in that Member, subject only to the conditions upon which the Licensor makes the Work available to a Licensee.
  3. Contenseo does not review either the Works made available to license on the Platform or the messages posted by Members, publicly or privately, in any Contenseo forum. Those messages and Works express the views and opinions only of the poster and/or Licensor, as such, Contenseo is not and you will not hold Contenseo responsible for any such content. Contenseo reserves the right to remove any content or copyright holder account that it deems offensive, objectionable, or in violation of the law. Additionally, content or accounts that don’t follow our registration or any other user guidelines as Contenseo may adopt from time to time may be deleted.
  4. While Contenseo as a service provider helps facilitate transactions which are carried out on our Platform, we are neither the buyer or licensee nor the seller or licensor of the Licensor’s Works. The contract formed at completion of a licence of those Works is solely between the Licensor and the Licensee (the “Works Licence Agreement”). Both the Licensor and the Licensee acknowledge that the Licensor is solely responsible for dealing with any Licensee claims or any other issue arising out of or in connection with the Works Licence Agreement entered into between the Licensor and the Licensee.
3. Members agree that they will not circumvent, or seek to circumvent, the Contenseo Services or Platform by exchanging personal contact information. Licensors must immediately report to Contenseo any offers by another Member to pay outside of the Contenseo Platform.
4. The Services, in their normal course of operations, provide Contenseo with aggregated data (such as product or feature usage, skills data, and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to any individual Member, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected, each Member agrees that Contenseo may use, store, analyze, and disclose such Aggregated Anonymous Data, in any manner it sees fit.
5. The information that Members supply in the public profile of their account must comply with any Contenseo profile policies as may apply from to time.
Licensor specific terms
1. At the time a link to a Work is uploaded to the Platform, the Licensor represents and warrants to Contenseo and further covenants that:
  1. the Licensor is the sole owner or otherwise the duly authorised licensee of all right, title and interest in and to the Works, including the right to grant to Contenseo the non-exclusive right to market and distribute the Works;
  2. neither the Works nor any other content of material of the of the Licensor which is placed on the Platform will:
    1. contain any content which in the opinion of Contenseo is or may be construed as being defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or otherwise contravene the Can-Spam Act of 2003 (United States) or other similar legislation applicable either to the Licensor or to Contenseo;
    2. violate any applicable law or regulation, applicable either to the Licensor or to Contenseo;
    3. contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorised actions on a computer system, or which transmits data from a user’s computer without notice to and the express prior consent of the user;
  3. the Licensor will at all times advise Contenseo of specific restrictions and changes in restrictions, howsoever caused, with respect to the licence or export of the Works arising under all applicable export control laws and regulations;
  4. the Licensor will use best efforts to ensure that Contenseo has at all times current, valid contact information, including without limitation current names, physical address, electronic mail addresses and telephone numbers for all corporate, technical support and customer support matters;
  5. the Licensor will use best efforts to ensure that purchasers of the Works will receive prompt, adequate replies to all queries directed to the Licensor;
  6. the Licensor will not make any warranty or representation on behalf of Contenseo, or otherwise represent to any person that the Licensor (and those for whom the Licensor is in law responsible) is an agent or authorised representative of Contenseo.
2. The Licensor grants to Contenseo the non-exclusive right to market and distribute the Works via the Platform and to use and to reproduce the Licensor’s marks and trade-marks in the marketing and distribution of the Works via the Platform.
3. You authorise Contenseo to use the Works and the Licensor’s marks and trademarks, without charge, in the promotion of the Platform and the Services.
4. Notwithstanding the foregoing, the Licensor agrees that Contenseo has no obligation to market, promote or otherwise license the Works.
5. Notwithstanding the foregoing, Contenseo acknowledges and agrees that it has no right, title or interest in or to the Works save and except as are expressly granted in these Terms.
6. Works linked to on the Platform must be made available for license to Members, subject to the entry into between the Licensor and the Licensee of a Works Licence Agreement permitting the Licensee, for a fee fixed by the Licensor (in accordance with Clause 5 of these Terms), to use the Work in accordance with the terms of that licence agreement.
Transactions and Payment
1. Subject to these Terms, Contenseo will permit the Licensor to use the Contenseo platform to grant licenses to use the Works (each licence, a “Transaction”) to another Member (“Licensee”), using the Platform.
2. The Member and Contenseo agree that, with respect to each Transaction and related Works Licence Agreement, the Licensor is the licensor of record. The Member acknowledges and agrees that Contenseo is neither party to, nor responsible for the content or enforcement of any Works Licence Agreement issued or entered into with respect to the Works.
3. The Licensor will be solely responsible for establishing the Licence Fee payable by Customers in each Transaction.
4. Contenseo will provide access to an online payments platform whereby the licence fee payable by the Licensee for the licence of the Works from the Licensor (the “Licence Fee”) will be paid directly by the Licensee to the Licensor. When a Licensee orders a Work, the Licensee is agreeing to pay all charges relating to the licence of that Work, including the Licence Fee, applicable fees like Contenseo’s transaction fee (the “Transaction Fee”), taxes and any other items identified during checkout (collectively “Total Charges”).
5. Contenseo’s Transaction Fees and the charges applicable to subscriptions for membership shall be as set out from time to time on the ‘Pricing’ or ‘Plan’ (or similarly named) page of the Contenseo website.
6. Both Licensors and Licensees are agreeing to pay such charges as are specified by Contenseo from time to time such as Transaction Fees, credit card and other charges, taxes and subscription fees (where applicable).
7. In any jurisdiction where Contenseo is liable to collect and remit to the local taxing authority any value added tax, goods and services tax, sales or use tax, or any similar or withholding taxes, or if Contenseo, pays credit card processing, bank fees or other required variable costs exclusively and directly associated with facilitating payment for licences of the Licensor’s Works from Licensees, Contenseo may (a) from revenues received for each Transaction, collect and remit such taxes, or out of pocket expenses on a cost recovery basis, as may in the opinion of Contenseo be required, from time to time; and/or (b) require the applicable Member to pay Contenseo such amount as is necessary to ensure that the net amount received by Contenseo shall be equal to the amount originally due. For that purpose, the Licensor will provide to Contenseo, upon request, such information as Contenseo may consider reasonably necessary for the remittance of such taxes. Contenseo will not be liable for any such amounts. In no event will Contenseo be responsible for the payment of any tax based on the Licensor’s net income.
8. The Licensor acknowledges and agrees that Contenseo may hold back a portion of any sum due and payable to the Licensor if Contenseo, acting reasonably, determines that such hold back is necessary to secure the payment and performance of all liabilities, obligations, and indebtedness that the Licensor may incur under this Agreement or as the result of any breach of this Agreement. Without prejudice to any other right of Contenseo arising under these Terms otherwise at law or in equity, the Licensor acknowledges and agrees that Contenseo may also refuse to make payments to the Licensor as aforesaid, notwithstanding that such payments may then be due, if Contenseo determines, in good faith, that the Licensor has breached any applicable law or regulation or otherwise has breached a material term of this Agreement.
Subscription Model
1. Contenseo subscriptions grant the Member who has taken out the subscription the right to use specified Contenseo Services (the “Subscription Services”) at the price offered to the Member at the time of subscription. Information as to Subscription Services pricing is available on the ‘Price‘ or ‘Plan’ (or similarly named) page of the Contenseo website.
2. A subscription for Subscription Services may entitle a Member to ‘special’ or ‘reduced’ Licence Fee rates for the licence of certain Works. A subscription does not entitle any Member to a licence for Works without entry into a Works Licence Agreement and payment of the applicable Licence Fee.
3. A subscription may run on a monthly or annual basis (when available) as chosen by the Member at the time of entry into the Subscription. At the end of the applicable period, the subscription will automatically renew for another period unless terminated in advance by the Member. All charges payable in connection with the subscription will be paid in advance of the monthly or annual subscription being entered into or renewed. In the event of a planned increase in subscription charges Contenseo will notify the Member in advance of the anticipated renewal date and the Member will have the opportunity to terminate the Subscription at that time in accordance with the terms of the notice issued by Contenseo.
4. You expressly agree that you have immediate access to the Services which means that you do not have any right of cancellation for any Subscription Services as they are delivered immediately to you.
5. We do not guarantee that the Subscription Service will be uninterrupted or faultless and the Subscription Service and/or Platform may be completely or partially unavailable from time to time.
Use Of Works Licence Agreement
1. For the purposes of entry into of a Works Licence Agreement between a Licensor and a Licensee via the Platform, a Licensor may make use of its own contractual licensing terms in entering into a licence with Licensees for use of its Works (“Licensor Own Terms”) or it may, at its own discretion and risk, utilise a Licensing Agreement Template (“LAT”), made available by Contenseo via the Platform for that purpose.
2. Any fees payable with respect to use of the LAT shall be included on the ‘Price‘ or ‘Plan’ (or similarly named) page of the Contenseo website or otherwise shared with relevant Members.
3. Both the Licensor and the Licensee are each responsible for reviewing and taking appropriate legal advice with respect to the terms as set out in the LAT or Licensor Own Terms (as applicable) and determining if those terms are appropriate and satisfactory to that party for its own purposes. The Licensor and Licensee agree that Contenseo has no liability, responsibility, or obligation with respect to the use of, or reliance upon, either the LAT or Licensor Own Terms.
4. In providing access to use of the template LAT we exclude all warranties in respect of and all liability (to both the Licensor and the Licensee) for the following:
  1. the use of and entry into the LAT by the Licensor and the Licensee;
  2. the contents and terms as set out in the LAT;
  3. the enforceability or otherwise of the LAT;
  4. the fitness of the LAT for the purposes of either the Licensor or the Licensee or both;
  5. the compliance with the LAT by the Licensor or the Licensee;
  6. any breach of the LAT by the Licensor or the Licensee;
  7. the storage and/or retrieval of the signed LAT by Contenseo
  8. any loss of the signed LAT.
5. In the event that the Licensor and Licensee utilise the Licensor Own Terms for the purposes of entering into a Works Licence Agreement we exclude all warranties in respect of and all liability (to both the Licensor and the Licensee) for the following:
  1. the use of and entry into the Licensor Own Terms by the Licensor and the Licensee;
  2. the contents and terms as set out in the Licensor Own Terms;
  3. the enforceability or otherwise of the Licensor Own Terms;
  4. the fitness of the Licensor Own Terms for the purposes of either the Licensor or the Licensee or both;
  5. the compliance with the Licensor Own Terms by the Licensor or the Licensee;
  6. any breach of the Licensor Own Terms by the Licensor or the Licensee;
  7. the storage and/or retrieval of the signed Licensor Own Terms by Contenseo
  8. any loss of the signed Licensor Own Terms.
6. In the event that Contenseo provides a messaging function via the Platform for communications between a Licensor and Licensee, we exclude all warranties in respect of such messaging function and exclude all liability (to both the Licensor and Licensee) relating to such messaging function and the contents or purpose of any messages exchanged between users of the Platform.
Warranties, Indemnities and Liability
1. Contenseo warrants that the Services will be provided using reasonable skill and care.
2. Contenseo will use reasonable efforts to meet any performance dates specified in an order confirmation or otherwise, but any such dates are estimates only and failure to perform the Service by such dates will not constitute a breach of contract.
3. The Member covenants and agrees to indemnify and save Contenseo and any officer, director, employee, parent company, subsidiary or affiliated company harmless from and against any and all claims, actions, proceedings, suits, losses, costs, expenses, or damages (collectively, the “Claims”) suffered or incurred by or arising from any breach by the indemnifying party of any of its representations, warranties, covenants or obligations arising hereunder.
4. Subject to Section 8. 8 below, the total aggregate liability of Contenseo to the Member for breach of these Terms or howsoever otherwise arising is limited to the lesser of the amount of money paid by the Licensor to Contenseo and One Thousand Euro (1,000).
5. CONTENSEO DISCLAIMER

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 8, CONTENSEO DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF SATISFACTORY QUALITY, AUTHORABILITY , FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY PROMISE OF ANY LEVEL OF SUCCESS WITH RESPECT TO ANY PROJECT, IN PART OR WHOLE). CONTENSEO WILL NOT BE LIABLE IN ANY CIRCUMSTANCE, AND DISCLAIMS ANY AND ALL LIABILITY, FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (INCLUDING WITHOUT LIMITATION CLAIMS FOR LOSS OF GOODWILL, USE OF OR RELIANCE ON THE SERVICES PROVIDED HEREUNDER, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF THIS AGREEMENT OR ITS BREACH OR WITH RESPECT TO THE USE AND PUBLICATION AND TRANSMISSION OF CONTENT, WHETHER IN AN ACTION BASED IN CONTRACT, MISREPRESENTATION, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISETORT, EVEN IF CONTENSEO HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, CONTENSEO WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY RESULTING FROM ANY GOVERNMENTAL ACTION, FIRE, FLOOD, INSURRECTION, EARTHQUAKE, POWER FAILURE, RIOT, EXPLOSION, EMBARGO, STRIKES WHETHER LEGAL OR ILLEGAL, LABOR OR MATERIAL SHORTAGE, TRANSPORTATION INTERRUPTION OF ANY KIND, WORK SLOWDOWN, ACTIONS OR INACTION OF THE MEMBER OR THIRD PARTIES, MEMBER’S EQUIPMENT OR SOFTWARE AND/OR ANY THIRD PARTY EQUIPMENT OR ANY OTHER CONDITION AFFECTING PRODUCTION OR DELIVERY IN ANY MANNER BEYOND THE CONTROL OF CONTENSEO.

1. In no event will a Member commence any action, suit or proceeding against Contenseo for any claim more than twelve (12) months following the date upon which the Member became or should reasonably have become aware of the existence of said claim.
2. You are solely responsible for your internet connection. We are not at any time responsible for you not being able to download or otherwise access the Services. Services which are downloaded or otherwise obtained through the Platform are available at your own risk and we are not responsible for any damage to your electronic device or loss of data that occurs as result of downloading or use of the Services.
3. Nothing in these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence.
Termination
1. Termination by Contenseo

Contenseo may terminate the membership of a Member at any time, including but not limited to, in the event of:

1. 1. the breach by the Member, of these terms (including for the avoidance of doubt, the Data Processing Terms set out in Schedule 1);
  2. the violation by the Member or anyone for whom the Member is in law responsible of the intellectual property rights of either Contenseo or any third party;
  3. the violation of any policy (including without limitation any privacy policy) enacted by Contenseo, from time to time;
  4. the violation by the Member of any local, provincial, state or federal statute, including, without limitation, an act of dishonesty such as embezzlement or theft;
  5. conduct on the part of the Member that is detrimental to the business, reputation or the financial position of the Contenseo, as determined in the sole discretion of the Contenseo;
  6. conduct on the part of the Member or anyone for whom the Member is in law responsible which is of such a serious and substantial nature that, as determined in the sole discretion of Contenseo, it would injure the reputation of Contenseo or of the customers, clients, affiliates, agents, or employees of Contenseo; or
2. conduct on the part of the Member that seeks to circumvent the Contenseo system or Platform by exchanging personal contact information. Licensors must immediately report to Contenseo any offers by another Member to pay outside of the Contenseo platform.
3. In the event any claims are asserted by a third party in connection with the Works, Contenseo will in addition to any other right arising under these Terms, at law or in equity, have the right in its sole discretion to immediately terminate the promotion and distribution of the same, and to take such other actions as it deems to be reasonably necessary in order to comply with applicable law or to enable Contenseo to avail itself of the “safe harbour” or other exculpatory provisions of applicable law, including without limitation laws relating to the infringement of proprietary rights.
4. Termination by the member

A Member may voluntarily cease to be a Member at any time on notice to Contenseo, however cessation of membership shall not result in any refund of subscription or other fees already paid in advance by the Member to Contenseo, save for in the event of termination for Modification of these Terms in accordance with Section 10 in which case Contenseo will arrange a pro rata refund of the price of the current subscription period that you have paid for from the date of receiving notification from us to the end of that current subscription period.

1. Any termination by a Member, other than with regards to Modification of these Terms in accordance with Section 10, will take effect on the next date for renewal of the Member’s subscription in accordance with Section 6.3 of these Terms and the Member will retain access and use of the Subscription Services until this renewal date. Following this renewal date the Member’s access to and the use of any Subscription Services will cease.
2. Payment

Notwithstanding termination of a membership for any reason, the Member will remain liable to pay to Contenseo any sum due and owing hereunder.

Modification
1. Amendment

Each Member acknowledges and agrees that notwithstanding any contrary provision, Contenseo may modify these terms and conditions at any time (the “Modifications”), including but limited to reasons of changes in relevant laws and regulatory requirements, change in price of the Services, and/or any other changes to the Services offered.

1. Notice
2. Contenseo acknowledges and agrees that it will:
  1. publish any such Modifications on the Contenseo web site together with a statement as to the date upon which such Modifications are to come into force and effect (the “Effective Date”); and
  2. provide Members with Notice of both the Modifications and Effective Date, in advance of the Effective Date.
3. Termination
  1. In the event that the Member does not agree with the Modifications to the Terms it shall notify Contenseo in advance of the Effective Date that it wishes to terminate its membership of the Platform.
4. Deemed acceptance

In the event that a Member fails to terminate membership by notice to Contenseo prior to the Effective Date applicable to a specific set of Modifications, the Member will be deemed to have read, acknowledged and agreed to the same. The Member will thereafter be bound by the Modifications, which for all purposes will form part of these terms.

Personal Data
1. Our Privacy & Cookies Policy, available on the Contenseo website, sets out the terms upon which we process any Personal Data that we collect from you or you provide to us, such as your contact and billing information, as a controller of such Personal Data.
2. To the extent that any Personal Data is processed by us through your use of the Services and we are deemed to be a Processor of such Personal Data, then the provisions of Schedule 1 (Data Processing Terms) shall apply.
Intellectual Property Rights In The Service

All intellectual property rights in or arising out of in connection with the Platform and the Services (excluding the Works) are and will be owned by Contenseo.

Miscellaneous
1. Jurisdiction

These terms will be interpreted, construed and enforced in all respects in accordance with the laws of the Ireland. The Member agrees and hereby submits to the exclusive jurisdiction of the superior court in the judicial district of Dublin, Ireland, with respect to any dispute arising as a direct or indirect consequence of these terms or any right or obligation of either party arising under these terms.

1. Sanctions
2. You confirm that you are not economically barred/limited under sanctions rules of any country worldwide. If your circumstances change to be included in such lists, please cease using Contenseo immediately. Contenseo may immediately withdraw Services and terminate membership of any Member if it considers, at its own discretion, such an action to be required.
3. Injury

The Member agrees that it will not in any way slander or injure the business reputation or goodwill of Contenseo, including, by way of illustration, through social media or by way of any contact with other members, Licensors, prospective clients, vendors, suppliers, employees or agents of Contenseo

1. Interpretation

Section and paragraph headings used in these Terms are for the convenience of the parties only, and will not for any purpose be used in the interpretation or construction of any term or condition hereof.

1. Assignment

The Member may not assign its rights and obligations under these Terms. We may assign or transfer our rights and obligations under these Terms to another entity.

1. Waiver

No term or condition herein will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.

1. Non-partner

While Contenseo and the Member intend by these terms to establish a contractual relationship, it is not the intention of either party to undertake a joint venture or to make Contenseo in any sense an agent, employee, or partner of the Member. The parties expressly agree that they are independent contractors. These terms do not in any way create a partnership between Contenseo and the Member, whether at common law or in accordance with any applicable statute, nor have the parties granted to each other any right or Licensority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

1. Severance

In the event that any term, covenant or condition of these Terms is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, this Agreement with respect to the remaining terms, covenants or conditions will continue in force.

1. Survival

Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

1. Notice

Any notice or other communication (“Notice”) permitted or required will be in writing and given by personal delivery or transmitted by electronic mail to the receiving party at the address as provided by the receiving party, from time to time. Any Notice shall be deemed received on the date of email dispatch, or personal delivery.

Data Processing Terms

DEFINITIONS & INTERPRETATION
1. The following definitions and rules of interpretation apply in this Schedule. All other defined terms used in this Schedule are as set out in the Terms.

Appropriate Safeguards the measures set out in Article 46 of the GDPR.

Appropriate Technical and Organisational Measures: the appropriate technical and organisational measures referred to in Data Protection Legislation (including, as appropriate and without limitation, the measures referred to in Article 32(1) of GDPR).

Authorised Person: the personnel authorised on the Member’s behalf to provide instructions to Contenseo in relation to the Processing provisions in this Schedule.

Business Purpose: the provision of the Services.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party’s Representatives in connection with the Terms, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Data Processor: has the meaning given to such term in Data Protection Legislation, and Processor shall be interpreted accordingly.

Data Protection Legislation: means the Data Protection Acts 1988 to 2003 and Directive 95/46/EC, any other applicable law or regulation relating to the processing of personal data and to privacy including the E-Privacy Directive 2002/58/EC and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (“E-Privacy Regulations”), as such legislation shall be amended, revised or replaced from time to time, including by operation of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) (and laws implementing or supplementing GDPR, and laws amending or supplementing the E-Privacy Regulations).

Data Protection Officer: a data protection officer appointed pursuant to Data Protection Legislation.

Data Subject: an individual who is the subject of Personal Data.

Delete: to remove or obliterate Personal Data, such that it cannot be recovered or reconstructed.

DPC: means the Supervisory Authority in Ireland for the purposes of Article 51 of the GDPR whose principal administrative offices are at 21 Fitzwilliam Square South, Dublin 2, D02 RD28, Ireland, or any replacement Supervisory Authority under Data Protection Legislation, appointed from time to time in Ireland.

EEA: European Economic Area, means those states that are contracting parties to the Agreement on the European Economic Area from time to time.

Normal Business Hours: 9.00 am to 5.30 pm GMT on a Business Day.

Member Personal Data: the Personal Data provided by the Member to Contenseo in the course of the Member’s use of the Platform and any other Personal Data Processed by Contenseo as Processor on behalf of the Member for the Business Purpose.

Personal Data: has the meaning set out in Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which Contenseo is the Processor under this Schedule.

Personal Data Breach: means any “personal data breach” as defined in GDPR in respect of the Personal Data caused by Contenseo.

Processing: has the meaning given to such term in Data Protection Legislation, and Processed and Process shall be interpreted accordingly.

Representatives: a Party’s employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services.

Restricted Transfer: any transfer of Personal Data to countries outside of the EEA which are not subject to an adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Legislation.

Security Features: any security feature, including any encryption, pseudonymisation, key, PIN, password, token or smartcard.

Specific Instructions: instructions meeting the criteria set out in Clause 2.2.

Standard Contractual Clauses: the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the DPC or an equivalent competent authority under Data Protection Legislation.

Sub-processor: has the meaning given to such term in Clause 12.1.

Supervisory Authority: means any court, regulatory agency or authority which, according to applicable laws and/or regulations (including Data Protection Legislation), supervises privacy issues and/or the Processing of Personal Data.

Terms: the Terms to which this Schedule is attached.

1. References to Clauses and Appendices in this Schedule are to the Clauses and Appendices of this Schedule unless the context otherwise requires.
2. 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.
Roles Of The Parties
1. For the purposes of this Schedule, the Member is the Controller and Contenseo is the Processor of the Member Personal Data.
2. Contenseo shall not act on any specific instructions given by the Member from time to time in respect of Processing unless they are:
  1. in writing (including by electronic means); and
  2. given by an Authorised Person.
3. Contenseo shall Process the Member Personal Data for the Business Purpose only and in compliance with the Member’s instructions from time to time, which may be:
  1. Specific Instructions; or
  2. the general instructions set out in this Schedule.

unless required to do otherwise by law, in which case, where legally permitted, Contenseo shall inform the Member of such legal requirements before Processing.

Parties Obligations
1. Contenseo shall notify the Member in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Contenseo to Process the Member Personal Data as set out in this Schedule.
2. Contenseo shall promptly comply with any request from the Member requiring Contenseo to amend, transfer or Delete any of the Member Personal Data.
3. At the Member’s request, Contenseo shall provide to the Member a copy of all Member Personal Data held by Contenseo in the format and on the media reasonably specified by the Member.
4. At the Member’s request, Contenseo shall provide to the Member such information and such assistance as the Member may reasonably require, and within the timescales reasonably specified by the Member, to allow the Member to comply with its obligations under Data Protection Legislation, including but not limited to assisting the Member to:
  1. comply with its own security obligations with respect to the Member Personal Data;
  2. discharge its obligations to respond to requests for exercising Data Subjects’ rights with respect to the Member Personal Data;
  3. comply with its obligations to inform Data Subjects about serious Personal Data Breaches;
  4. carry out data protection impact assessments and audit data protection impact assessment compliance with respect to the Member Personal Data; and
  5. assist with the consultation with the DPC following a data protection impact assessment, where a data protection impact assessment indicates that the Processing of the Member Personal Data would result in a high risk to Data Subjects.
5. Any proposal by Contenseo to in any way use or make available the Member Personal Data other than as provided for pursuant to this Schedule shall be subject to prior written approval of the Member.
6. The Member shall:
  1. ensure that he/she/it is entitled to transfer the Member Personal Data to Contenseo so that Contenseo may lawfully process and transfer (if applicable) the Member Personal Data in accordance with this Schedule;
  2. ensure that the relevant Data Subjects have been informed of, and have given their consent (when necessary) to, such use, processing, and transfer as required by Data Protection Legislation;
  3. notify Contenseo in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Contenseo to process Member Personal Data as set out in this Schedule;
  4. ensure that the Member Personal Data which the Member instructs Contenseo to Process pursuant to this Schedule is:
    1. obtained lawfully, fairly and in a transparent manner in relation to the Data Subject (including in respect of how consent is obtained);
    2. collected and Processed for specified, explicit and legitimate purposes, and not further Processed in a manner incompatible with those purposes;
    3. adequate, relevant and limited to what is necessary in relation to the purposes for which it is Processed;
    4. accurate, and where necessary kept up to date;
    5. erased or rectified without delay where it is inaccurate, having regard to the purposes for which they are Processed;
    6. kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Member Personal Data are processed (subject to circumstances where Member Personal Data may be stored for longer periods insofar as it will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes, and subject to the implementation of Appropriate Technical and Organisational Measures);
    7. processed in a manner that ensures appropriate security of the Member Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using Appropriate Technical and Organisational Measures; and
    8. provide such information and such assistance to Contenseo as it may reasonably require, and within the timescales reasonably specified by Contenseo, to allow Contenseo to comply with its obligations under Data Protection Legislation.
Contenseo’s Employees
1. Contenseo shall ensure that access to the Member Personal Data is limited to those employees who need such access strictly to meet Contenseo’s obligations under this Schedule and/or to comply with Data Protection Legislation and in the case of any access by any employee, such part or parts of the Member Personal Data as is strictly necessary for performance of that employee’s duties.
2. Contenseo shall ensure that all employees that have access to the Member Personal Data:
  1. are informed of the confidential nature of the Member Personal Data and are subject to an appropriate statutory obligation of confidentiality or have committed themselves to a binding duty of confidentiality in respect of such Member Personal Data;
  2. have undertaken training in the laws relating to handling Personal Data; and
  3. are aware both of Contenseo’s duties and their personal duties and obligations under Data Protection Legislation and this Schedule.
3. Contenseo shall take reasonable steps to ensure the reliability of Contenseo’s employees who have access to the Member Personal Data.
Records
1. Contenseo shall keep at its normal place of business detailed, accurate and up-to-date records (including in electronic form) relating to all categories of Processing activities carried out on behalf of the Member containing;
  1. details of the purposes of such processing;
  2. a general description of the security measures taken in respect of the Personal Data, including details of any Security Features and the Appropriate Technical and Organisational Measures;
  3. the name and contact details of Contenseo; any sub-processor; where applicable, Contenseo’s Representatives; and where applicable any Data Protection Officer appointed by Contenseo;
  4. the categories of Data Subjects and categories of Personal Data Processed by Contenseo on behalf of the Member;
  5. the time limits for erasure of the Personal Data; and
  6. details of any non-EEA Personal Data transfers, and the safeguards in place in respect of such transfers.
Audits
1. The Member shall have the right to examine and review the use by Contenseo of the Member Personal Data provided to Contenseo by the Member for the purposes of ascertaining that such Member Personal Data has been used and Processed in accordance with the terms of this Schedule and Data Protection Legislation.
2. Contenseo shall grant to the Member (or representatives of the Member) on reasonable advance notice a right of access to Contenseo’s premises during Normal Business Hours for the purposes of such examination and review, and the Member shall give all necessary assistance to the conduct of such examinations/audits during the Term. The requirement to give reasonable advance notice will not apply if the Member believes that Contenseo is in breach of any of its obligations under this Schedule.
3. Without prejudice to the Member’s right of audit under this Clause 6.3, to the extent permitted under Data Protection Legislation, Contenseo may demonstrate its and, if applicable its sub-processors’, compliance with its obligations under this Schedule through its compliance with a certification scheme or code of conduct approved under Data Protection Legislation.
Data Subject Requests
1. Contenseo shall co-operate with and assist the Member, including but not limited to employing Appropriate Technical and Organisational Measures, in respect of the fulfilment of the Member’s obligations to its clients in respect of responding to requests from a Data Subject exercising his/her rights under Data Protection Legislation.
2. Contenseo shall notify the Member without undue delay and in any event within twenty-four (24) hours if it receives:
  1. a request from a Data Subject for access to that person’s Personal Data;
  2. any communication from a Data Subject seeking to exercise rights conferred on the Data Subject by Data Protection Legislation in respect of the Personal Data; or
  3. any complaint or any claim for compensation arising from or relating to the Processing of the Personal Data.
3. Contenseo shall not disclose the Personal Data to any Data Subject or to a third party other than at the request of the Member or as provided for in this Schedule, or as required by law, in which case Contenseo shall to the extent permitted by law inform the Member of that legal requirement before Contenseo discloses the Personal Data to any Data Subject or third party.
4. Contenseo shall not respond to any request from a Data Subject except on the documented instructions of the Member or Authorised Person or as required by law, in which case Contenseo shall to the extent permitted by law inform the Member of that legal requirement before Contenseo responds to the request.
Security
1. Contenseo shall, in accordance with its requirements under Data Protection Legislation, implement Appropriate Technical and Organisational Measures and Security Features to safeguard the Member Personal Data from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall ensure a level of security appropriate to the harm that might result from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.
2. Contenseo shall ensure that the Member Personal Data provided by the Member can only be accessed by persons and systems that are authorised by Contenseo and necessary to meet the Business Purpose, and that all equipment used by Contenseo for the Processing of Member Personal Data shall be maintained by Contenseo in a physically secure environment.
Breach Reporting
1. Contenseo shall promptly inform the Member if any Member Personal Data is copied, modified, lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorised or unlawful disclosure of or access to the Member Personal Data. In such case, Contenseo will restore such Member Personal Data at its own expense, and will comply will all of its obligations under Data Protection Legislation in this regard.
2. Contenseo must inform the Member of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay, provide sufficient information and assist the Member in ensuring compliance with its obligations to its clients in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the DPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a risk to the rights of such Data Subjects. Contenseo shall co-operate with the Member and take such reasonable commercial steps as are directed by Member to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Restricted Transfers
1. A Restricted Transfer may not be made by Contenseo in respect of the Member Personal Data unless:
  1. there are Appropriate Safeguards in place with regard to the rights of Data Subjects (including, but not limited to, Standard Contractual Clauses); and
  2. the transferring Party complies with guidance of the DPC and any other competent Supervisory Authority on Restricted Transfers and with any additional actions required to be taken in the context of any such Restricted Transfers, (including the requirement to carry out risk assessments and to adopt supplementary measures to ensure essentially equivalent protection for Data Subjects in the jurisdiction of the data importer).
2. Clause 10.1 shall not apply to a Restricted Transfer if other compliance steps have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.
Sub-Processors
1. The Member provides general written authorisation to Contenseo to engage a sub-processor (including any third party, affiliate or contractor of Contenseo, but excluding Contenseo’s employees) to Process Personal Data without the prior written consent of the Member. Contenseo shall inform the Member of any intended changes concerning the addition or replacement of other sub-processors through a notice on its website, thereby giving the Member the opportunity to revoke its consent in respect of such changes.
2. Where Contenseo is authorised pursuant to Clause 11.1 to engage a sub-processor in connection with the Processing of Personal Data pursuant to this Schedule (the “Sub-processor”), Contenseo must enter into a data processing contract with the Sub-processor (and provide the Member with an executed copy of such contract on request) which:
  1. places the same data protection obligations on the Sub-processor as Contenseo has in this Schedule (in particular, providing sufficient guarantees to implement Appropriate Technical and Organisational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).
  2. with respect to each approved Sub-processor, Contenseo shall, before the Sub-processor first Processes Member Personal Data, carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Member Personal Data required by this Schedule and Data Protection Legislation.
3. Contenseo will remain fully liable to the Member in respect of any failure by the Sub-processor to fulfil its data protection obligations in this regard.
Limitation of liability
1. Unless required to do so by the DPC or any other competent Supervisory Authority, Contenseo shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of Member Data, without the prior written agreement of the Member.
2. The Member acknowledges and agrees that Contenseo is reliant on it for direction as to the extent to which Contenseo is entitled to use and process Member Personal Data. Consequently, Contenseo will not be liable for any claim brought by a Data Subject arising from any action or omission by Contenseo, to the extent that such action or omission resulted directly from instructions of the Member.
Consequences Of Termination
1. Any provision of this Schedule that expressly or by implication is intended to come into or continue in force on or after termination of the Terms shall remain in full force and effect.
2. On any termination of the Terms or termination of this Schedule for any reason or expiry of the Term:
  1. at the choice of the Member, Contenseo shall Delete or return all Member Personal Data to the Member and Delete existing copies of such Member Personal Data, unless legally required to store the Member Personal Data for a period of time. If the Member makes no such election within a ten (10) day period of termination of the Terms or expiry of the Term, Contenseo shall Delete any of the Member Personal Data in its possession; and
  2. if the Member elects for destruction rather than return of the Member Personal Data under Clause 13.2.2, Contenseo shall as soon as reasonably practicable ensure that all Member Personal Data is Deleted from the Platform.
3. Contenseo shall provide written confirmation of compliance with Clause 13.2.2 in the form of a letter signed by an Authorised Representative no later than fourteen (14) days after termination of the Terms or termination of this Schedule or expiry of the Term.
Conflict
1. If there is any conflict between this Schedule and the Terms regarding the Parties’ respective privacy, data protection and security obligations, this Schedule will prevail.