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Walking on Earth’s Terms & Conditions\n

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Please read these Terms & Conditions ("Our Terms") carefully before using our Website or our Apps and before booking any third-party services operated by Walking on Earth Ltd (“Walking on Earth”, “we”, “us” or “our”).

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Your access to and use of our Website and our Apps is conditioned upon your acceptance and compliance with these terms and conditions together with any additional terms and policies referred to in them (“Our Terms”).

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Last updated: 21st September, 2022

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BACKGROUND

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Walking on Earth is a private limited company registered in England and Wales with company No. 12433843 whose registered office is located at the following address: 24 Holborn Viaduct, London, EC1A 2BN, United Kingdom.

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Thank you for using Walking on Earth. Our Terms constitute a legally binding agreement between you and Walking on Earth Ltd, governing your use of our website and our App (collectively “Our Site”) and the Services. By using Our Site, Our App or the Services, you agree to comply with Our Terms.

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Please read Our Terms carefully and thoroughly. If you do not accept Our Terms, you must not make a booking through Walking on Earth for any Service.

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Our Terms refer to the following additional terms, which also apply to your use of Our Site:

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Our Privacy Policy.
Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of Our Site. When using Our Site, you must comply with this Acceptable Use Policy.
Our Cookie Policy, which sets out information about the cookies on Our Site.

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OUR SERVICES

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The Walking on Earth website and app is a wellness platform that enables you to participate in, book and purchase holistic wellbeing services online, in your home, or office (“Services”). The Services are performed in every case by independent self-employed professionals (“Practitioners”). In providing the Services, Walking on Earth acts as the agent of the Practitioners. Walking on Earth has no responsibility for any Services which you book through us: we are simply involved with the booking process, as well as providing ancillary services as explained below.

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The Services we offer allow you to search through Our Site and purchase Services from a number of Practitioners. In enabling you to purchase Services through Our Site, we are acting as the commercial agent of those Practitioners. As part of the Services, we also provide some ancillary services such as assisting with customer service issues (again in our capacity as agent for the Practitioners).

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When booking a Service through Our Site, you are entering into a contract directly with the Practitioner. You will be provided with and asked to confirm your acceptance to the Practitioner’s Terms when making a booking through us. Walking on Earth is not and does not become a party to any contractual relationship between you and the Practitioner. The Practitioner\'s Terms will solely be between you and the Practitioner who provides you with your Professional Service. The Practitioner is legally responsible for providing the Professional Service to you. Walking on Earth remains responsible in respect of its obligations to you in accordance with Our Terms which shall be legally binding. If you have any questions, complaints or requests for refunds, we can be contacted directly at support@walkingonearth.com. Walking on Earth will remain the point of contact for you for customer service questions.

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Walking on Earth shall, if requested, provide intermediary services between you and a Practitioner in connection with customer service or dispute resolution matters.

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This Site and the Services are only targeted to, and intended for use by, individuals located in (each, a Permitted Territory). By continuing to access, view or make use of this and Services you hereby warrant and represent to us that you are located in a Permitted Territory.

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We may transfer our rights and obligations under Our Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights.

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USERS

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In order to access and use Our Site and become a registered user (“User), you must be an individual at least 18 years old. For any corporate bookings or purchases, please contact us at support@walkingonearth.com.

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Any personal information that you provide to us in the course of becoming a User or after registration will be held and used in accordance with any consent contained from you and the terms of our Privacy and Cookies Policies.

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ACCOUNTS

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When you create an account with us, you guarantee that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content in our sole discretion.

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How we may use your personal information

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We will only use your personal information as set out in our Privacy Policy.

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TERMINATION OF ACCOUNTS

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We may terminate or suspend your account and bar access to the Site and / or Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Our Terms. If you wish to terminate your account, you may simply discontinue using the Service. You are solely responsible for any payment methods in place at the time of the cancellation ie. Subscription. Walking on Earth Ltd and its licensee and licensor, and their employees, contractors, agents, officers and directors are not responsible for any charges, fees or payments that may incur as a result of not properly cancelling the service. All provisions of Our Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

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BOOKINGS

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You can use Our Site to review Services, check availability and make a booking with a Practitioner.

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Your payment details will be requested at the time of booking and payment will be collected when you make a booking unless your company has subsidised your bookings. Full payment of the Fee is due at the time of booking the Service with the Practitioner through us. By making a booking, you are accepting Our Terms, the Practitioner’s Terms and the cancellation policy where appropriate.

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The Fee belongs to the Practitioner who provides the Service. Walking on Earth, as the Practitioner\'s agent, collects or arranges for a third party to collect on our behalf, the Fee from you. Our receipt of the full Fee will discharge your debt to the relevant Practitioner in respect of that booking.

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We are appointed by Practitioners to conclude bookings on their behalf as their commercial agent. Once your booking is accepted by us on behalf of the Practitioner, you will receive confirmation of your appointment from us by email.

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By making a booking, you are responsible for:

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Full payment of the applicable Fee;
Providing complete and accurate information;
Ensuring the Practitioner has access to your Designated Location which must, in all cases, represent a suitable space in which the Service can be performed, with all appropriate facilities; and
Ensuring the health and safety of the Practitioner whilst at your Designated Location.

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Failure to provide this information may result in a rejection of your booking request, cancellation of your booking, an inability of the booked Practitioner to provide the Service as requested. Such failure may also result in loss or incorrect delivery of your booking confirmation.

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PAYMENT

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All Fees are payable through Our Site. We collect or arrange collection of payment of Fees on behalf of the Practitioner. In each case, our receipt of your payment as agent for the Practitioner discharges your debt to that Practitioner for the amount paid. All fees and charges are inclusive of VAT.

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We will do all that we reasonably can to ensure that all of the information you give us when paying for the Service is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on the part of Walking on Earth, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you may give us at any time.

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All payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via Verified by Visa where applicable. By making a booking or purchase you agree to provide complete, correct and true information including without limitation billing and payment information.\n

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The price of Services varies according to the type and duration of the Service and the location you have designated for the Service to be provided to you by the Practitioner (“Designated Location”). Prices are set from time to time and the Price you will be required to pay for a specific Service will be determined by reference to the price of Services in force at the date when that Service is booked.

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Full details of price of Services are set out in Our Site. Prices are liable to change at any time, but changes will not affect any booking which you have already made.

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BOOKING MODIFICATIONS, CANCELLATIONS AND REFUNDS

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You acknowledge that you do not have any statutory right to cancel a booking made for a Service. However, you have a contractual entitlement to cancel any booking you have made with a Practitioner through us in the following circumstances and on the described terms. If you change your mind about your booking prior to the agreed booking start time in that booking (“Booking Time”) then the Practitioner will be willing to treat your booking as cancelled if you cancel your booking via Our Site at least twenty-four (24) hours prior to the Booking Time. Walking on Earth will refund the amount of the total Fee in accordingly

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If your cancellation of a booking is within twenty-four (24) hours of the Booking Time then we will be entitled to retain (or charge) all of the total Fee.

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You will also be charged the total Fee if you:

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Cancel a booking other than as permitted above;
Attempt to cancel a booking on or after the Booking Time; or
Fail to attend a booking at the Booking Time and/or at the Designated Location.

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A cancellation fee is charged in order to compensate the Practitioner because it is not reasonable to expect the Practitioner to be able to provide a Service at another booking where you cancel with short or no notice.

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Cancellation fees may in our absolute discretion be waived where you have been unable to cancel a booking without incurring the cancellation fee for genuine reasons which were outside of your control. Where cancellation fees are waived by us, we act as agent of the Practitioner who is the principal in supplying the Professional Service.

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In the event that Walking on Earth cancels a class, you will be notified by phone or in writing as soon as it is practical under the circumstances. In such case, you would be entitled to a full refund, less any merchandise (including shipping and handling charges) you may choose to keep. Under no circumstances will Walking on Earth be liable for reimbursement of expenses incurred by you, if Walking on Earth notifies you or makes every reasonable effort in good faith to notify you prior to the date of the class or training. Notwithstanding the foregoing, if Walking on Earth cancels or postpones a class or training due to inclement weather, force of nature or any act of God, Walking on Earth reserves the right to reschedule another similar class or training at the original location or a convenient venue closest to the original location, within twelve months from the date of such cancellation or postponement. No refund will be due, and Walking on Earth will not be liable for any loss resulting from such cancellation or postponement.

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If you are delayed and unable to start the Service at the Booking Time by more than 10 minutes then, unless the Practitioner agrees to the contrary (which is within the sole discretion of the Practitioner) the Practitioner is entitled to end the Service at the time agreed when the booking was made without making any adjustment to the Price to reflect the reduced time of the Service.

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INTELLECTUAL PROPERTY

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All Intellectual Property Rights created by or on behalf of Walking on Earth in the course of performing the Services shall vest absolutely and exclusively with Walking on Earth or its licensors. Walking on Earth and its licensors shall retain ownership of all Intellectual Property Rights contained in any materials provided to the Customer including but not limited to trademarks, newsletters, journals, the App and the Content therein ("WoE IPRs").

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We grant a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use WoE IPRs for the sole purpose of receiving and using the Site and Services and should not be distributed to any persons.

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In the event that you provide us with any materials, suggestions or ideas regarding Our Site or Services or upload or post any content to Our Site, you will grant us an exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty free, transferrable, sublicensable license to use such materials, suggestions, content, posts or ideas in any way, including creation of derivative works.

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How you may use material on Our Site

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We are the owner or the licensee of all intellectual property rights in Our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

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You may print off one copy, and may download extracts, of any page(s) from Our Site for your personal use and you may draw the attention of others to content posted on our Site.

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You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

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Our status (and that of any identified contributors) as the authors of content on Our Site must always be acknowledged (except where the content is user-generated).

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You must not use any part of the content on Our Site for commercial purposes without obtaining a licence to do so from us or our licensors.

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If you print off, copy, download, share or repost any part of Our Site in breach of Our Terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

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INDEMNITY

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You agree to defend and indemnify us from and against any loss, damage, liability, costs or expenses including but not limited to reasonable legal and accounting fees, that arise from or relate to your use or misuse of Our Site or Services and otherwise from your violation of Our Terms.

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DISCLAIMER

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If you choose to use Our Site, you do so voluntarily and at your own risk. Whilst Walking on Earth assesses Practitioners who wish to provide Professional Services, we do not guarantee or warrant, and make no representations regarding the reliability, quality or suitability of Practitioners. This is entirely a matter for you. Accordingly, you acknowledge and agree that Walking on Earth does not have any obligation to conduct any background checks on any Practitioner and have no obligation in respect of any service they may provide.

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We are not liable or responsible for the fulfilment of any booking or the performance of the Practitioner. You acknowledge and agree that we are not responsible for addressing any claims you have as regards any Practitioner or any Services, however we do try to assist by providing the intermediary services around resolving disputes and complaints as mentioned above.

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LIMITATION OF LIABILITY

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Risk in the Services. You understand that there are certain inherent risks and dangers in carrying out the Services. By accepting the Services, you acknowledge and agree that you are aware of these risks which include, but are not limited to, property damage, illness, loss and bodily injury or death. You acknowledge that some of these risks cannot be eliminated and specifically acknowledge that you will assume the risk or injury or harm.

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Consult with Physicians. It is your responsibility to consult with your physicians or other health care professionals prior to attending or participating in a Service and to determine if and how participating is appropriate for you.

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Reliance on the Services. You understand that our Services are designed for informational, education and entertainment purposes only. Nothing stated or posted or otherwise available through any aspect of the Services is intended to be, and must not be taken to be, the practice of medical, professional or counselling care. You should not rely on any information provided in the Services as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health or fitness level, you should always consult a physician or other health-care professional. The use of any content, recommendations and information provided in connection with the Services is solely at your own risk.

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Limitation of Liability We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

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Domestic and Private Use Only. Please note that we only provide Our Site for domestic and private use. You agree not to use Our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

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Defective Digital Content. If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

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Availability of Services. Whilst we make every effort to ensure that the Services are available, we do not represent, warrant or guarantee in any way the continued availability at all times or the uninterrupted use by you of the Services. We reserve the right to suspend or cease the operation of all or part of the Services and / or the Site from time to time at our sole discretion.

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Exclusion of Warranties and Representations. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from Our Terms, except as expressly stated herein or required by applicable law, we make no representations or warranties, express or implied, regarding the Services or our Site and all aspects of the Services and/or content or features made available to you are provided on an ‘as is’ and ‘as available’ basis without warranties of any kind either express or implied.

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PROHIBITED USE

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The Services are for your use and must only be used for the purposes of making bookings for Services as expressly described above. You must not use the Services to do any of the following:

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Engage in any inappropriate behaviour including but not limited to illicit or sexually suggestive remarks, sexual advances, drug use, excessive drinking and/or other inappropriate behaviour;
Restrict or inhibit any other user from using the Services;
Infringe the privacy rights, property rights, or other civil rights of any person;
Harass, abuse, threaten or otherwise infringe or violate the rights of Practitioners, Walking on Earth (including its employees and personnel) or others;
Harvest, data-mine or otherwise collect information about others, including email addresses, without their consent;
Use technology or other means to access our computer network, unauthorised content or non-public spaces;
Introduce or attempt to introduce any viruses or any other harmful code, files or programs that interrupt or otherwise or limit the Services, Our Site’s functionality, or damage, disable or otherwise impair our servers or networks or attempt to do the same; or
Engage in or encourage others to engage in criminal or unlawful conduct or breach Our Terms including misuse of the Services for unlawful or unauthorised purposes.

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You agree not to breach Our Terms in any way which may result in, among other things, termination or suspension of your access to the Services.

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You must only use Our Site in accordance with our Acceptable Use Policy.

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No text or data mining, or web scraping

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You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Our Site or the Services. The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

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This clause shall apply insofar as we are able to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

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LINKS TO OTHER WEBSITES

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Our Service may contain links to third party web sites or services that are not owned or controlled by Walking on Earth Ltd. Walking on Earth Ltd has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Walking on Earth Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

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LINKING TO OUR SITE

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You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

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You must not (i) establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or (ii) establish a link to Our site in any website that is not owned by you.

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Our Site must not be framed on any other site, nor may you create a link to any part of Our site other than the home page.

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We reserve the right to withdraw linking permission without notice.

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The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

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If you wish to link to or make any use of content on Our Site other than that set out above, please contact support@walkingonearth.com.

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VIRUSES

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We are not responsible for viruses and you must not introduce them.

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We do not guarantee that Our Site will be secure or free from bugs or viruses.\n

You are responsible for configuring your information technology, computer programmes and platform to access Our Site. You should use your own virus protection software.

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You must not misuse Our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Site, the server on which Our Site is stored or any server, computer or database connected to Our Site. You must not attack Our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Our Site will cease immediately.

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PROMO CODES

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We may from time to time create and offer promotional codes and referral codes (together “Codes”) that can be redeemed against purchases of Professional Services. Codes will only be valid for a period of time stated on or with them.\n

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Codes do not have any cash value. Codes may:\n

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(1) only be used for personal and non-commercial purposes. You can share your unique code with your personal connections via social media where you are the primary content owner. Codes may not be duplicated, sold, transferred, distributed or made available to others online (including through public sites such as coupon sites) or by other means; (2) not be promoted in any way including via a search engine; (3) not be exchanged for cash; and (4) may be subject to specific terms which will be made available by us including but not limited to expiration / use by date as stated on the promotion and must only be used in accordance with those terms.

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CHANGES

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We reserve the right, at our sole discretion, to modify or replace Our Terms and any terms resulting in the way Walking on Earth operates and functions at any time and any such modification to Our Terms shall be effective upon its posting on this website and or update.

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By continuing to access or use our Service, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

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If any provision of Our Terms is deemed or becomes invalid, the validity of the other provisions shall not be affected.

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We may update and change Our Site from time to time to reflect changes to our Services, our Users\' needs and our business priorities. We will try to give you reasonable notice of any major changes.

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GOVERNING LAW AND JURISDICTION

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You agree that Our Terms shall be governed by and construed in accordance with English law and, save as referred to below, to submit to the exclusive jurisdiction of the English courts.

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If you are incorporated under the laws of any state within the USA, you agree that any dispute or claim arising out of or in connection with Our Terms or its subject matter or formation shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration. It is agreed that the tribunal shall consist of one arbitrator, the place of arbitration shall be London, England and the language of the arbitration shall be English.

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CONTACT

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If you have any questions about Our Terms or any other enquiries, please contact us at support@walkingonearth.com.

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TERMS AND CONDITIONS

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1. About us

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1.1 \n Company details.\n Walking on Earth Ltd (company number 12433843) (‘we’ and ‘us’) is a company registered in England and Wales and our registered office is at 24 Holborn Viaduct, London, EC1A 2BN. We operate the website: https://www.walkingonearth.com/.\n
\n 1.2 We are a health and wellbeing company that provide a holistic health platform for employee stress management via our web browser (‘Website’) or our mobile application (‘App’). We offer subscription access (‘Subscription’) to live community sessions, group classes, private classes and expert Q&As to employees, and anonymised employee health data to companies (collectively, ‘Services’). \n
\n 1.3 Our Services are targeted towards companies who prioritise their employees’ wellbeing (‘you’ and ‘your’). We have various subscription packages (‘Package’) that cater to your business needs.\n
\n 1.4 Contacting us. To contact us, email our customer service team at support@walkingonearth.com. \n

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2. Subscription

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\n 2.1 By confirming your Package on our App or Website you are agreeing to us providing the Services to you on the terms and conditions set out below (the ‘Terms’) from the date of such confirmation, and these Terms together with the Package form the basis of the agreement between us (‘Agreement’). \n
\n 2.2 The Subscription plan to our Services consist of monthly periods charges. By entering into this Agreement, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. The period of time during which you are subscribed to our Services is referred to as the ‘Subscription Term’. \n
\n 2.3 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.\n
\n 2.4 These Terms apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. \n

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3. User Subscription

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\n 3.1 Subject to the Agreement, these Terms, and any other terms we may refer to, we grant to you a non-exclusive, non-transferable right and license, without the right to grant sublicenses, to permit your employees (‘Authorised Users’) to use the Services during the Subscription Term. \n
\n 3.2 The maximum number of Authorised Users must not exceed the number of User Subscriptions you have purchased from time to time. In such an event, you must upgrade to an appropriate higher-tier plan before the next billing month or in a reasonable time. \n
\n 3.3 Authorised Users must sign up to the Services using their work email addresses. These cannot include generic email addresses such as ‘marketing@companyname.com’ or email addresses from email service providers such as those ending with ‘@gmail.com’ and ‘@yahoo.com’ (but not limited to these).\n
\n 3.4 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement, you must not:\n

\n a) access all or any part of the Services in order to build a product or service which competes with the Services; \n
\n b) use the Services to provide services to third parties; \n
\n c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; and\n
\n d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3.\n

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4. Supply of Services

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\n 4.1 We shall, during the Subscription Term, supply the Services to you in accordance with the Package in all material respects.\n
\n 4.2 We reserve the right to amend the Package if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any event. \n
\n 4.3 Our Services will be provided using reasonable care and skill. \n

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5. Your obligations

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\n 5.1 You must:\n

\n a) Ensure that the terms of the Agreement and any information it provides in the Package are complete and accurate;\n
\n b) Co-operate with us in all matters relating to the Services; \n
\n c) Provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects, including an up-to-date list of employees at the beginning of every month of the term of the Agreement;\n
\n d) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, and in the event of any such unauthorised access or use, promptly notify us;\n
\n e) without affecting your other obligations in these Terms, comply with all applicable laws and regulations with respect to your activities under these agreement;\n
\n f) carry out all other responsibilities as set out in these Terms in a timely and efficient manner;\n
\n g) ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any authorised User’s breach of these Terms; and\n
\n h) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.\n

\n 5.2 The rights provided under this clause are granted to you only, and shall not be considered granted to any of your subsidiary or holding company.\n
\n 5.3 If our performance of any of our obligations under the Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (‘Customer Default’):\n

\n a) without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until the you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier\'s performance of any of its obligations;\n
\n b) we shall not be liable for any costs or losses sustained or incurred by the you arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 7.3; and\n
\n c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.\n

\n

\n 6. Price and payment\n

\n

\n The price of the Subscription will be as quoted on our site from time to time, except in cases of obvious error. Our prices are exclusive of VAT and/or any sales tax. We reserve the right to change prices from time to time and as necessary.\n \n

\n 7. Cancellations \n

\n

\n 7.1 You must notify us of your intention to cancel your Subscription at least ten (10) days before the end of the relevant Subscription Term. Cancellations take effect on the first day of the month following you providing us notice unless you fail to provide us with ten (10) days’ notice before the end of the month and, in that case, the cancellation will take effect from the first day of the subsequent month.\n
\n 7.2 We reserve the right to change our Subscription or adjust prices of our Services. Any changes to your charges will only take effect following proper notice to you.\n
\n 7.3 Termination or expiry of the Subscription shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.\n
\n 7.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after cancellation or expiry of the Subscription shall remain in full force and effect.\n

\n

\n 8. Data protection\n

\n

\n 8.1 We will use any personal information you provide to us to provide the Services; process your payment; and inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.\n
\n 8.2 We will process your personal information in accordance with our privacy policy the terms of which are incorporated into these Terms.\n
\n 8.3 You own all right, title and interest in and to all of your and Authorised Users’ data that is not personal data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data.\n

\n

\n 9. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE\n

\n

\n 9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.\n
\n 9.2 Nothing in this clause 9 shall limit your payment obligations under the Agreement.\n
\n 9.3 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).\n
\n 9.4 Subject to clause 9.1 (No limitation in respect of deliberate default), and clause 9.3 (Liabilities which cannot legally be limited), our total liability to you:\n
1. \n a) for loss arising from our failure to comply with its data processing obligations under clause 8 shall not exceed the higher of £10,000 or the total value of the Order; and\n
2. \n b) for all other loss or damage shall not exceed the total value of the Package.\n
\n
\n 9.5 Subject clause 9.1 (No limitation in respect of deliberate default), clause 9.2 (No limitation of your payment obligations) and clause 9.3 (Liabilities which cannot legally be limited), this clause 9.5 sets out the types of loss that are wholly excluded: loss of profits, sales or business, agreements or contracts, anticipated savings, or use or corruption of software, data or information, loss of or damage to goodwill; and indirect or consequential loss .\n
\n 9.6 We have given commitments as to compliance of the Services with relevant Package in clause 4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.\n
\n 9.7 Unless you notify us that it intends to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.\n
\n 9.8 This clause 9 shall survive termination of the Agreement.\n

\n

\n 10. General\n

\n

\n \n 10.1 Force majeure.\n \n Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.\n
\n 10.2 Assignment and other dealings.\n

\n a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.\n
\n b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without our prior written consent.\n

\n 10.3 Confidentiality.\n

\n a) Each party undertakes that it shall not at any time and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).\n
\n b) Each party may disclose the other party\'s confidential information:\n
1. \n i. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party\'s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party\'s confidential information comply with this clause 10.3; and\n
2. \n ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.\n
\n
\n c) Neither party shall use the other party\'s confidential information for any purpose other than to perform its obligations under the Agreement.\n

\n 10.4 Entire agreement.\n

\n a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.\n
\n b) Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.\n
\n c) Nothing in this clause shall limit or exclude any liability for fraud.\n

\n 10.5 Variation.\n Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).\n
\n 10.6 Waiver. \n A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.\n
\n 10.7 Severance. \n If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Agreement deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.\n
\n 10.8 Notices.\n

\n a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be sent by email to Reeva Misra at the email address: reeva@walkingonearth.com.\n
\n b) Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.\n
\n c) This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.\n

\n 10.9 Third party rights.\n Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.\n
\n 10.10 Governing law.\n The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.\n
\n 10.11 Jurisdiction.\n Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.\n

\n

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\n'}},549:function(e,t){e.exports={key:"enterprise",html:'

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\n

ENTERPRISE TERMS & CONDITIONS

\n

Last updated 18th October 2022

\n

1. Interpretation

\n

The following definitions and rules of interpretation apply in these Conditions.

\n

1.1 Definitions:

\n Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in\n London are open for business.\n
\n Charges: the charges payable by the Customer for the supply of the Services in accordance\n with\n 5.\n
\n Commencement Date: has the meaning given in 2.2.\n
\n Conditions: these terms and conditions as amended from time to time in accordance with 11.5.\n
\n Contract: the contract between the Supplier and the Customer for the supply of Services in\n accordance with these Conditions and the Order.\n
\n Customer: the person or firm who purchases Services from the Supplier.\n
\n Customer Default: has the meaning set out in 4.2.\n
\n Intellectual Property Rights: patents, rights to inventions, copyright and related rights,\n moral\n rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill\n and\n the right to sue for passing off, rights in designs, rights in computer software, database rights,\n rights to use, and protect the confidentiality of, confidential information (including know-how and\n trade secrets), and all other intellectual property rights, in each case whether registered or\n unregistered and including all applications and rights to apply for and be granted, renewals or\n extensions of, and rights to claim priority from, such rights and all similar or equivalent rights\n or\n forms of protection which subsist or will subsist now or in the future in any part of the world.\n
\n Order: the Customer\'s order for Services.\n
\n Services: the services supplied by the Supplier to the Customer as set out in the Order.\n
\n Supplier: Walking On Earth registered in England and Wales with company number 12433843.\n

1.2 Interpretation:

\n (a) A reference to legislation or a legislative provision:\n

\n (i) is a reference to it as amended, extended or re-enacted from time to time; and\n
\n (ii) shall include all subordinate legislation made from time to time under that legislation or\n legislative provision.\n

\n

\n 2. Basis of contract\n

\n

\n 2.1 The Order constitutes an offer by the Supplier to provide Services to the Customer in accordance\n with these Conditions.\n
\n 2.2 The Contract shall come into existence on the date of signature of the Order by both Customer and\n Supplier (Commencement Date).\n
\n 2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks\n to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.\n
\n 2.4 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of\n 30 Business Days from its date of issue.\n

\n

\n 3. Supply of Services\n

\n

\n 3.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material\n respects and using all reasonable care and skill.\n
\n 3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the\n Order but any such dates shall be estimates only and time shall not be of the essence for performance of\n the Services.\n
\n 3.3 The Supplier reserves the right to amend the Order if necessary to comply with any applicable law or\n regulatory requirement.\n

\n

\n 4. Customer\'s obligations\n

\n

4.1 The Customer shall:

\n (a) ensure that the terms of and information it provides in the Order are complete and accurate;\n
\n (b) co-operate with the Supplier in all matters relating to the Services;\n
\n (c) provide the Supplier with such information and materials as the Supplier may reasonably require\n in order to supply the Services, and ensure that such information is complete and accurate in all\n material respects, including an up to date list of employees at the beginning of every month of the\n term of the Contract;\n
\n (d) obtain and maintain all necessary licences, permissions and consents which may be required for\n the Services before the date on which the Services are to start; and\n
\n (e) comply with any additional obligations as set out in the Order.\n

\n 4.2 If the Supplier\'s performance of any of its obligations under the Contract is prevented or delayed\n by any act or omission by the Customer or failure by the Customer to perform any relevant obligation\n (Customer Default):\n

\n (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have\n the right to (i) suspend performance of the Services until the Customer remedies the Customer\n Default; and (ii) rely on the Customer Default to relieve it from the performance of any of its\n obligations in each case to the extent the Customer Default prevents or delays the Supplier\'s\n performance of any of its obligations;\n
\n (b) the Supplier shall not be liable for any costs or losses sustained by the Customer arising\n directly or indirectly from the Supplier\'s failure or delay to perform any of its obligations as set\n out in this 4.2; and\n
\n (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained by\n the Supplier arising directly or indirectly from the Customer Default.\n

\n

\n 5. Charges and payment\n

\n

\n 5.1 The Charges for the Services shall be calculated on a time and materials basis:\n

\n (a) the Charges shall be calculated in accordance with the Supplier\'s rates as set out in the\n Order or as provided to the Customer in writing from time to time;\n
\n (b) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred\n by the individuals whom the Supplier engages in connection with the Services.\n
\n (c) The Supplier shall invoice the Customer on a annual basis.\n

\n 5.2 The Customer shall pay each invoice submitted by the Supplier:\n

\n (a) within 30 days of the date of the; and\n
\n (b) in full and in cleared funds to a bank account nominated in writing by the Supplier.\n

\n 5.3 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of\n value\n added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made\n under\n the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice\n from\n the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the\n supply of the Services at the same time as payment is due for the supply of the Services.\n
\n 5.4 If the Customer fails to make a payment due to the Supplier under the Contract by the due date,\n then, without limiting the Supplier\'s remedies under 49, the Customer shall pay interest on the\n overdue\n sum from the due date until payment of the overdue sum. Interest under this 35.4 will accrue each\n day at\n 4% a year above the Bank of England\'s base rate from time to time, but at 4% a year for any period\n when\n that base rate is below 0%.\n
\n 5.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim,\n deduction or withholding (other than any deduction or withholding of tax as required by law).\n
\n 5.6 The Supplier reserves the right to increase the Charges on an annual basis with effect from each\n anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index\n in\n the preceding 12-month period.\n

\n

\n 6. Intellectual property rights\n

\n

\n 6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than\n Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.\n
\n 6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully\n paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use such\n Intellectual Property Rights details at clause 6.1 for the purpose of receiving and using the Services\n in its business.\n
\n 6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in 6.2.\n
\n 6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable\n licence to copy and modify any materials provided by the Customer to the Supplier for the term of the\n Contract for the purpose of providing the Services to the Customer.\n
\n 6.5 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable\n licence for Supplier to use Customer’s name and logo for marketing purposes only.\n

\n

\n 7. Data protection\n

\n

\n The parties shall comply with their data protection obligations as set out in Appendix 1.\n \n

\n 8. Limitation of liability\n

\n

\n 8.1 References to liability in this 8 include every kind of liability arising under or in connection\n with the Contract including liability in contract, tort (including negligence), misrepresentation,\n restitution or otherwise.\n
\n 8.2 Nothing in this 8 shall limit the Customer\'s payment obligations under the Contract.\n
\n 8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability\n for:\n

\n (a) death or personal injury caused by negligence;\n
\n (b) fraud or fraudulent misrepresentation.\n

\n 8.4 Subject to 8.3 and 8.5, the Supplier\'s total liability to the Customer:\n

\n (a) for loss arising from the Supplier\'s failure to comply with its data processing obligations\n under 7 shall not exceed the higher of £10,000 or the total value of the Order; and\n
\n (b) for all other loss or damage shall not exceed the total Charges payable under the applicable\n Order.\n

\n 8.5 Subject 8.3, 8.4 and 8.5, this 8.6 sets out the types of loss that are wholly excluded:\n

\n (a) loss of profits.\n
\n (b) loss of sales or business.\n
\n (c) loss of agreements or contracts.\n
\n (d) loss of anticipated savings.\n
\n (e) loss of use or corruption of software, data or information.\n
\n (f) loss of or damage to goodwill; and\n
\n (g) indirect or consequential loss.\n

\n 8.6 The Supplier has given commitments as to compliance of the Services with the Order in 3. In view of\n these\n commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are,\n to the\n fullest extent permitted by law, excluded from the Contract.\n
\n 8.7 This 8 shall survive termination of the Contract.\n

\n

\n 9. Termination\n

\n

\n 9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract\n with immediate effect by giving written notice to the other party if:\n

\n (a) the other party commits a material breach of any term of the Contract and (if such a breach is\n remediable) fails to remedy that breach within 30 days of that party being notified in writing to do\n so;\n
\n (b) the other party takes any step or action in connection with its entering administration,\n provisional liquidation or any composition or arrangement with its creditors (other than in relation\n to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the\n Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the\n purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to\n carry on business or, if the step or action is taken in another jurisdiction, in connection with any\n analogous procedure in the relevant jurisdiction;\n
\n (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on\n all or a substantial part of its business; or\n
\n (d) the other party\'s financial position deteriorates to such an extent that in the terminating\n party\'s opinion the other party\'s capability to adequately fulfil its obligations under the Contract\n has been placed in jeopardy.\n

\n 9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract\n with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount\n due under the Contract on the due date for payment.\n
\n 9.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of\n Services under the Contract or any other contract between the Customer and the Supplier if:\n

\n (a) the Customer fails to pay any amount due under the Contract on the due date for payment;\n
\n (b) the Customer becomes subject to any of the events listed in 9.1(c) or 9.1(d), or the Supplier\n reasonably believes that the Customer is about to become subject to any of them; and\n
\n (c) the Supplier reasonably believes that the Customer is about to become subject to any of the\n events listed in 9.1(b).\n

\n

\n 10. Consequences of termination\n

\n

\n 10.1 On termination or expiry of the Contract, the Customer shall immediately pay to the Supplier all of\n the Supplier\'s outstanding unpaid invoices and interest and, in respect of Services supplied but for\n which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the\n Customer immediately on receipt;\n
\n 10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or\n liabilities of the parties that have accrued up to the date of termination or expiry, including the\n right to claim damages in respect of any breach of the Contract which existed at or before the date of\n termination or expiry.\n
\n 10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue\n in force on or after termination or expiry of the Contract shall remain in full force and effect.\n

\n

\n 11. General\n

\n

\n 11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing,\n or failure to perform, any of its obligations under the Contract if such delay or failure result from\n events, circumstances or causes beyond its reasonable control.\n
\n 11.2 Assignment and other dealings.\n

\n (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust\n over or deal in any other manner with any or all of its rights and obligations under the Contract.\n
\n (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a\n trust over or deal in any other manner with any of its rights and obligations under the Contract\n without the prior written consent of the Supplier.\n

\n 11.3 Confidentiality.\n

\n (a) Each party undertakes that it shall not at any time and for a period of two years after\n termination or expiry of the Contract, disclose to any person any confidential information\n concerning the business, affairs, customers, clients or suppliers of the other party, except as\n permitted by 11.3(b).\n
\n (b) Each party may disclose the other party\'s confidential information:\n

\n (i) to its employees, officers, representatives, contractors, subcontractors or advisers who\n need to know such information for the purposes of carrying out the party\'s obligations under the\n Contract. Each party shall ensure that its employees, officers, representatives, contractors,\n subcontractors or advisers to whom it discloses the other party\'s confidential information\n comply with this 11.3; and\n
\n (ii) as may be required by law, a court of competent jurisdiction or any governmental or\n regulatory authority.\n

\n (c) Neither party shall use the other party\'s confidential information for any purpose other than to\n perform its obligations under the Contract.\n

\n 11.4 Entire agreement.\n

\n (a) The Contract constitutes the entire agreement between the parties and supersedes and\n extinguishes all previous agreements, promises, assurances, warranties, representations and\n understandings between them, whether written or oral, relating to its subject matter.\n
\n (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have\n no remedies in respect of any statement, representation, assurance or warranty that is not set out\n in the Contract. Each party agrees that it shall have no claim for innocent or negligent\n misrepresentation or negligent misstatement based on any statement in the Contract.\n

\n 11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective\n unless it is in writing and signed by the parties (or their authorised representatives).\n
\n 11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in\n writing and shall not be deemed a waiver of any subsequent right or remedy.\n
\n 11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or\n unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of\n the rest of this agreement.\n
\n 11.8 Notices. Any notice given to a party under or in connection with the Contract shall be in writing\n and shall be delivered by hand or by pre-paid first-class post or other next working day delivery\n service at its registered office (if a company) or its principal place of business (in any other case)\n or sent by email to the address specified in the Order.\n
\n 11.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any\n rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.\n
\n 11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or\n claims) arising out of or in connection with it or its subject matter or formation shall be governed by,\n and construed in accordance with the law of England and Wales.\n
\n 11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have\n exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)\n arising out of or in connection with the Contract.\n

\n

\n Appendix 1 - Data Protection\n

\n

\n “Applicable Data Protection Laws” means:\n

\n a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United\n Kingdom which relates to the protection of personal data.\n
\n b. To the extent the EU GDPR applies, the law of the law of the European Union or any member state\n of the European Union to which the Supplier is subject, which relates to the protection of personal\n data.\n

\n “Customer Personal Data” means: any personal data which the Supplier processes in connection with this\n agreement, in the capacity of a processor on behalf of the Customer.\n
\n 1. For the purposes of this Appendix 1, the terms controller, processor, data subject, personal data,\n personal data breach and processing shall have the meaning given to them in the UK GDPR.\n
\n 2. For the purposes of this Appendix 1, the terms controller, processor, data subject, personal data,\n personal data breach and processing shall have the meaning given to them in the UK GDPR.\n
\n 3. The parties have determined that for the purposes of Applicable Data Protection Laws:\n

\n 3.1 the Supplier shall process the Customer Personal Data as processor on behalf of the Customer.\n
\n 3.2 Should the determination in Appendix 1 change, the parties shall use all reasonable endeavours\n make any changes that are necessary to this Appendix 1.\n

\n 4. The Customer consents to, (and shall procure all required consents, from its personnel,\n representatives and agents, in respect of) all actions taken by the Supplier in connection with the\n processing of Customer Personal Data, provided these are in compliance with the then-current version of\n the Supplier\'s privacy policy available at https://www.walkingonearth.com/privacypolicy.\n In the\n event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the\n Privacy Policy will take precedence.\n
\n 5. Without prejudice to Section 2, the Customer will ensure that it has all necessary appropriate\n consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier\n for the duration and purposes of this Contract.\n
\n 6. In relation to the Customer Personal Data, the Order sets out the scope, nature and purpose of\n processing by the Supplier, the duration of the processing and the types of personal data and categories\n of data subject.\n
\n 7. Without prejudice to Section 2, the Supplier shall, in relation to Customer Personal data:\n

\n 7.1 process that Customer Personal Data only on the documented instructions of the Customer unless\n the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data\n (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer\n Personal Data, the Supplier shall notify the Customer of this before performing the processing\n required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying\n the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in\n the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection\n Laws;\n
\n 7.2 ensure that any personnel engaged and authorised by the Supplier to process Customer Personal\n Data have committed themselves to confidentiality or are under an appropriate statutory or common\n law obligation of confidentiality;\n
\n 7.3 assist the Customer insofar as this is possible (taking into account the nature of the\n processing and the information available to the Supplier), and at the Customer\'s cost and written\n request, in responding to any request from a data subject and in ensuring the Customer\'s compliance\n with its obligations under Applicable Data Protection Laws with respect to security, breach\n notifications, impact assessments and consultations with supervisory authorities or regulators;\n
\n 7.4 notify the Customer without undue delay on becoming aware of a personal data breach involving\n the Customer Personal Data;\n
\n 7.5 at the written direction of the Customer, delete or return Customer Personal Data and copies\n thereof to the Customer on termination of the agreement unless the Supplier is required by\n Applicable Law to continue to process that Customer Personal Data. For the purposes of this Section\n 7.5, Customer Personal Data shall be considered deleted where it is put beyond further use by the\n Supplier; and\n
\n 7.6 maintain records to demonstrate its compliance with this Appendix 1.\n

\n 8. The Customer provides its prior, general authorisation for the Supplier to:\n

\n 8.1 appoint processors to process the Customer Personal Data, provided that the Supplier:\n

\n (a) shall ensure that the terms on which it appoints such processors comply with Applicable Data\n Protection Laws, and are consistent with the obligations imposed on the Supplier in this\n Appendix 1;\n
\n (b) shall remain responsible for the acts and omission of any such processor as if they were the\n acts and omissions of the Supplier; and\n
\n (c) shall inform the Customer of any intended changes concerning the addition or replacement of\n the processors, thereby giving the Customer the opportunity to object to such changes provided\n that if the Customer objects to the changes and cannot demonstrate, to the Supplier\'s reasonable\n satisfaction, that the objection is due to an actual or likely breach of Applicable Data\n Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs\n (including legal fees) and expenses suffered by the Supplier in accommodating the objection.\n

\n 8.2 transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the\n Supplier shall ensure that all such transfers are effected in accordance with Applicable Data\n Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request\n of the Supplier, including any request to enter into standard data protection clauses adopted by the\n EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the\n Commissioner from time to time (where the UK GDPR applies to the transfer).\n

\n 9. Supplier may, at any time on not less than 30 days\' notice, revise this Appendix 1 by replacing it\n with any applicable controller to processor standard clauses or similar terms forming part of an\n applicable certification scheme (which shall apply when replaced by attachment to this agreement).\n

\n

\n

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