4. INTELLECTUAL PROPERTY
4.1. ALX Training Ltd grants the Client a non-transferable, non-exclusive licence to use ALX Training Ltd products (including information, training material content, software and data) under the terms of this Agreement.
4.2. This licence terminates upon termination of this Agreement for whatever reason.
4.3. The Client warrants that they shall only use ALX Training Ltd products for their own educational purposes and shall not, without ALX Training Ltd’s prior written consent, copy, make available, retransmit, reproduce, sell, disseminate, licence, distribute, publish, broadcast or otherwise circulate ALX Training Ltd’s products (or any part of them) to any person other than in accordance with this Agreement.
4.4. The Client shall fully indemnify ALX Training Ltd in respect of any infringement of any intellectual property rights arising as a result of their use of ALX Training Ltd’s products in breach of this Agreement.
5. FORCE MAJEURE
5.1. ALX Training Ltd shall not be in breach of these Terms and Conditions if there is any total or partial failure of performance by it or its duties and obligations under this contract occasioned by any act of God, fire, act of government or state, war, civil commotion, viral epidemic, insurrection, embargo, prevention from or hindrance from obtaining any raw materials or energy, sickness or other causes beyond its reasonable control.
6. DATA PROTECTION
6.1. The terms ‘data controller’, ‘data processor’, ‘data subject’, ‘personal data’, ‘processing’ and ‘appropriate safeguards’ shall be interpreted in accordance with the applicable Data Protection Legislation.
6.2. The Firm is registered under the Data Protection (Jersey) Law 2018 (‘DPJL’). Each of us shall comply with the Data Protection Legislation as it applies to each of us in connection with this Engagement.
6.3. Where you transfer or otherwise make available personal data to us in relation to this Engagement, you shall ensure that (i) you have the necessary rights to transfer or make available such personal data to us (including that you have, or have procured, the necessary legal authority, permissions and/or consents for us to process the personal data to provide the services); (ii) your instructions to us comply with (and will not cause us to be in breach of) the Data Protection Legislation; and (iii) that you have taken reasonable steps to ensure that any data subjects are aware of the nature of the processing to be undertaken.
6.4. Where we act as data controller in respect of any personal data processed in relation to this Engagement (including where you are an individual):
6.5. we shall process or arrange for processing of the personal data only in accordance with the details set out in the BDO Privacy Notice;
6.6. if you provided us with or gave us access to the personal data, you shall take reasonable steps to ensure that the relevant data subjects are aware of our processing activities and the BDO Privacy Notice; and
6.7. both of us shall co-operate with the other, and promptly provide such information and reasonable assistance as the other may reasonably require to enable it to comply with its obligations under the Data Protection Legislation in respect of this Engagement, and to deal with and respond to all investigations, complaints, and requests for information from any regulator or data subject relating to such personal data.
6.8. Where we process personal data as a data processor on your behalf we shall:
6.9. only process such personal data in accordance with your written instructions from time-to-time (including as set out in the Engagement Contract) or as required for us to provide, manage and facilitate the provision of the services, and only in respect of the subject matter, duration, nature and purpose of the services, and the type of personal data and categories of data subject relevant to the services;
6.10. ensure that only persons authorised by us process such personal data and that such persons are subject to appropriate obligations to maintain the confidentiality of such personal data.
6.11. taking into account the (i) state of the art, (ii) cost of implementation, (iii) nature, scope, context and purposes of the processing, and (iv) the risk and severity of potential harm, protect such personal data by putting in place technical and organisational measures to protect such personal data from a personal data breach;
6.12. taking into account the nature of our processing, put in place appropriate technical and organisational measures, insofar as is possible, to assist you to fulfil, at your cost, your obligations to respond to data subjects’ requests to exercise their rights under the Data Protection Legislation over such personal data;
6.13. where reasonably requested, and taking into account the nature of our processing and the services and the information available to us, assist you, at your cost, in complying with your obligations under the Data Protection Legislation in respect of such personal data;
6.14. when we cease providing the services to you, and at your choice, either delete or return all such personal data to you and delete such copies of such personal data, unless applicable law or regulation requires storage of such personal data or deletion of personal data is not technically possible, using all reasonable efforts;
6.15. subject to reasonable access arrangements being agreed with us and save for disclosure of information which is confidential and/or privileged (or where access is otherwise restricted by applicable law or regulation), make available to you all relevant information necessary to demonstrate compliance with our obligations under this clause and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you, at your cost;
6.16. be permitted to appoint other processors to process such personal data, provided (i) they process the personal data only for the purposes of assisting us with the performance of our obligations under this Engagement; (ii) we enter into a written agreement with them requiring them to process the personal data only in accordance with your or our written instructions, and to comply with obligations equivalent in all material respects to those imposed on us under this clause; and
6.17. not process or transfer such personal data outside Jersey, Guernsey or EEA unless (i) an adequacy finding has been made under the Data Protection Legislation that the relevant jurisdiction provides an adequate level of protection; or (ii) we have put in place appropriate safeguards as required under the Data Protection Legislation for such processing or transfers. Where the Engagement identifies that processing will take place in specified jurisdictions, you acknowledge that personal data will be transferred to or from, and/or processed from, those jurisdictions.
6.18. Where you instruct us to transfer personal data to anyone other than a processor engaged by us, you are responsible for ensuring that adequate arrangements are in place for transfer as required by the Data Protection Legislation.
7. CHANGE OF ADDRESS & OTHER CONTACT DETAILS
7.1. ALX Training Ltd must be notified in writing of any change in Client’s contact details, including the email address specified on the Invoice Authorisation form.