By providing the opportunity of accessing and using the Software, Portsdown Technologies Ltd (the “Supplier”) makes an offer to you. By requesting access to the Software, you accept and agree to the terms of this Software Services and Support Agreement (“Agreement”). This Agreement constitutes a legal contract between you and Portsdown Technologies Ltd and spells out the terms and conditions to which you must adhere. If you do not agree to any of these terms, then do not access the Software.

 

1. Definitions and interpretation

1.1. In this Agreement:

Business Day

means a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date

means the date of this Agreement;

Confidential Information

means all information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Software, the User Manual, the Description and any other technical or operational specifications or data relating to the Software shall be part of the Supplier’s Confidential Information;

Description

means the description of the Supplier Software set out in paragraph 1 of Schedule 1;

Error

means a verifiable failure of the Supported Software to materially conform with the Description of which a documented example has been provided by the Customer to the Supplier and which is reproducible by the Supplier;

Error Report Form

means a report of an Error sent by email from the Customer to the Helpdesk in the form set out in Schedule 3 with all fields adequately completed;

Intellectual Property Rights

means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a)whether registered or not;

(b)including any applications to protect or register such rights;

(c)including all renewals and extensions of such rights or applications;

(d)whether vested, contingent or future; and

(e)wherever existing;

Helpdesk

means the helpdesk and related services described in clause 6;

Licence Fees

means the fees payable by the Customer in consideration of the licence of the Software set out in Schedule 2, together with any other amounts payable under this Agreement;

Licence Restrictions

means the restrictions set out in Schedule 1;

Licence Term

means the duration of this Agreement set out in Schedule 1;

Permitted Purpose

means the purpose identified in Schedule 1;

Priority Level

shall be construed in accordance with the table in clause 7.1 (and Priority Level 1, Priority Level 2 and Priority Level 3 shall be construed accordingly);

Specification

means the written descriptions of the functions, features, capabilities and design of the Software provided or made available by the Supplier to the Customer including the specification set out in Schedule 1;

Software

means the proprietary software of the Supplier identified in paragraph 1 of Schedule 1, including any Updates or Upgrades made available by the Supplier under this Agreement;

Support Fees

means the fees referred to in clause 5.6;

Support Hours

means the hours between 09.00 am and 5.00 pm local time in London, United Kingdom on Business Days;

Support Services

means the provision of the services to be provided by the Supplier

Supported Software

means the most recent version and release of the Supplier Software (with all Updates and Upgrades applied) provided for use by the Supplier to the Customer under this Agreement;

Target Resolution

shall be construed in accordance with the table in clause 7.1;

Target Resolution Time

shall be construed in accordance with the table in clause 7.1;

Territory

means the countries or territories set out in Schedule 1;

Third Party Software

means any third party software which is not Supplier Software

Update

means a software maintenance update, patch or bug-fix which does not constitute an Upgrade;

Upgrade

means a version or release of software intended to have new or improved functionality or designated by the Supplier as an upgrade;

User Manual

has the meaning given in clause 11.1;

VAT

means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom; and

 

1.2 In this Agreement:

1.2.1 a reference to this Agreement includes its schedules;

1.2.2 the table of contents, background section and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;

1.2.3 a reference to a ‘party’ includes that party’s successors and permitted assigns;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible form including email);

1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

1.2.8 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.9 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

 

2 Licence

2.1 Subject to the terms of this Agreement, the Supplier grants the Customer a non-exclusive, revocable, non-assignable and non-transferable licence to use the Software in beta mode in the Territory for the Licence Term.

2.2  In exchange for the license, the Customer will allow the Supplier to collect and process the Analysis Data as set out in Schedule 1 and in the Data Sharing Addendum. For the avoidance of doubt, the Supplier has granted the Customer a license to use the Software during the beta stage in exchange for the collection, processing and use of the Analysis Data. By entering into this Agreement, the Customer agrees that the Supplier can collect, process and use all of the Analysis Data as set out in Schedule 1.

2.3 As set out in Schedule 1, the Analysis Data will be collected by the Supplier from the Customer automatically.

 

3 Limitations on use

3.1 Except as expressly permitted under this Agreement or by law, the Customer shall not:

3.1.1 use, copy, modify, adapt, correct errors, or create derivative works from, the Software;

3.1.2 decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software;

3.1.3 assign, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Software;

3.1.4 remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Software causes to be displayed when used or that is displayed in the User Manual or on any packaging accompanying the Software if delivered on physical media;

3.1.5 use the Software, or permit it to be used, on behalf of any third party or otherwise than for Permitted Purpose; or

3.1.6 attempt to circumvent or interfere with any security features of the Software.

3.2 The Customer shall not exceed the Licence Restrictions and acknowledges that it shall be required, without prejudice to any other rights or remedies to which the Supplier may be entitled, to pay the Supplier at the Supplier’s then-current rates for any additional usage of the Software.

3.3 The Customer shall use the Software at all times in accordance with the User Manual and all other terms of this Agreement.

3.4 The Customer shall notify the Supplier in writing as soon as it becomes aware of any actual or suspected unauthorised use of the Software (including any use in excess of the Licence Restrictions).

3.5 The Customer agrees to use, access or seek access to the Software only strictly in accordance with the terms of this Agreement and any operating instructions given from time to time by the Supplier and agrees to only use the Software solely for the Permitted Purpose, as set out in Schedule 1.

3.6 The Customer shall not provide, sub-licence or otherwise make available the Software to any third party or person other than the Customer’s employees, agents or other personnel and the Customer shall procure that such employees and personnel shall use and access the same in accordance with the provisions of this Agreement only.

3.7 The Customer undertakes during the continuance of this Agreement at its own expense to establish and maintain reasonable and appropriate safeguards against the destruction, loss or unauthorized alteration of the Software and shall institute reasonable security and disaster recovery procedures (including, but not limited to, the adoption of a security firewall and anti-spyware protection up-to-date virus protection procedures and software or any such items as may be requested by, or provided by the Supplier from time to time) to restrict the destruction, corruption or unauthorized access to the Software and/or data and data files.

3.8 The Customer shall not introduce or permit the introduction of any viruses into the Software or the Supplier’s systems.

3.9 The Customer is responsible for all equipment necessary to make a connection to the internet and the Supplier has no responsibility nor does the Supplier warrant uninterrupted use of parts of the Software which are subject to access availability via the internet. The Customer shall not access the Software by any means other than through the interfaces that are provided or approved by the Supplier.

 

4 Delivery

4.1 The Supplier shall use reasonable endeavours to deliver the Software to the Customer in the manner specified in Schedule 1 or as otherwise agreed in writing but, unless specified in writing, time is not of the essence.

4.2 The risk in the whole or any part of the Software will pass to the Customer upon delivery to the Customer or its agent or representative. The Customer shall properly record that the Software is licenced by the Supplier and shall not account for the same in its books in any way as assets of the Customer, nor shall it sell or subject any part of the Software to any lien, pledge, mortgage, charge or other encumbrance.

4.3 The Supplier will use reasonable endeavours to keep the Software free of harmful code.

 

5 Support Services

5.1  The Supplier will provide Support Services for the Software in accordance with the terms of this clause 5 and as set out in Schedule 1.

5.2  The Supplier shall:

5.2.1 ensure that the Support Services are performed with reasonable care and skill;

5.2.2 use its best endeavours to meet any time, including Target Resolution Times, quoted for completion of any part of the Support Services but time shall not be of the essence.

5.3 The provision of the Support Services does not imply that the Supplier shall be successful in correcting Errors or that the Supplier shall be able to assist the Customer in achieving any results from the Supported Software which are not technically feasible.

5.4 If the Customer fails to comply with any of the provisions set out in clause 9, then the Supplier may (without prejudice to any of its other rights or remedies) suspend the provision of Support Services until such failure has been remedied.

5.5 All Support Services shall be within reasonable limits, as determined by the Supplier (the Usage Limits). The Supplier shall not be obliged to provide any Support Services in excess of the Usage Limits.

5.6 If a reported problem or Error is found upon investigation to be caused by any of the circumstances referred to in clause 9 or to otherwise be outside of the scope of the Support Services, the Customer is liable to the Supplier for the charges, time, materials, costs and expenses (the ‘Support Fees’) (if any) incurred in connection with that investigation and any attempt to remedy the Error in accordance with Schedule 2 as an Additional Service.

5.7 The Supplier’s obligation to provide Support Services is only in respect of the Supported Software and no earlier or other versions, releases, Updates, Upgrades or copies that are not part of the Supported Software.

5.8 The Supplier shall be under no obligation to provide any Additional Services in relation to the Supplier Software or otherwise.

5.9 Unless otherwise agreed, all Additional Services provided by the Supplier shall be deemed provided on, and subject to, the terms of this Agreement. The Supplier may invoice and the Customer shall pay for any Additional Services in accordance with clause 5 and Schedule 2.

 

6 Helpdesk

6.1 The Supplier shall provide technical advice and assistance during the Support Hours via the Helpdesk.

6.2 The Helpdesk may be contacted using the following details (as amended by the Supplier from time to time):

Telephone:	01225 535500
Email:	support@spoolme.com
Web portal:	www.spoolme.com/contact

 

7 Error resolution

7.1 The Supplier shall use reasonable endeavours to provide the Target Resolution within the relevant Target Resolution Time set out in the following table (in descending order of priority):

Priority Level	Error description	Target Resolution	Target Resolution Time
1 (Critical)	Means an Error rendering the Software entirely non-functional for which is there is no known workaround	Respond with a patch, workaround or fix to resolve the Error so that it is no longer Priority Level 1	24 hours
2 (Severe)	Means an Error that is not a Priority Level 1 Error which results in either: (a) a major feature or function of the Software being unusable for which there is no practical workaround; or (b) one or more major feature or function of the Software being unusable without a workaround that would have a severe impact on the work of the Customer in the medium to long term	Respond with a patch, workaround or fix to resolve the Error so that it is no longer Priority Level 2	Five Business Days
3 (Minor)	Any other Error, including cosmetic Errors and Errors with a practical workaround	The Supplier shall consider whether the Error shall be resolved in any future Updates made available the Customer	As determined by the Supplier

7.2 Progress against Target Resolution Times shall be measured from the Helpdesk’s initial receipt of the completed Error Report Form.

7.3 In respect of any Target Resolution Times time shall not be of the essence.

 

8 Charges

8.1 The Support Fees and any other Charges shall be paid by the Customer at the rates and in the manner described in Schedule 2.

8.2 The Supplier shall invoice the Customer for all sums due under this Agreement, and the invoices shall be paid within 30 calendar days of the date on the invoice.

8.3 The Support Fees and any other Charges payable under this Agreement are exclusive of VAT which shall be payable by the Customer at the rate and in the manner prescribed by law.

8.4 Amounts payable to the Supplier under this Agreement shall be paid as indicated on the Supplier’s invoice.

8.5 The Supplier shall have the right to charge interest on overdue invoices at the statutory rate of interest, that being 8% plus the Bank of England base rate, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

8.6. If any sum due to the Supplier under this Agreement (other than one which is the subject of a genuine dispute which is notified to the Supplier in writing) is in arrears for more than 30 days after the due date, the Supplier may without prejudice to any other right or remedy suspend (without liability on the Supplier’s part) the provision of any or all of the Support Services and/or Additional Services on 15 Business Days’ prior written notice until all outstanding sums due to the Supplier by the Customer have been paid in full.

 

9 Support Services exclusions

9.1 The Supplier is not obliged to provide Support Services in respect any Error resulting from, or contributed to by, any of the following:

9.1.1 any breach by the Customer of this Agreement;

9.1.2 any modification, repair or addition to the Software made by any person other than the Supplier (or any person authorised by the Supplier in writing);

9.1.3 any fault in any equipment or in any software used in conjunction with the Software;

9.1.4 failure or fluctuation of electrical supplies, inadequate cooling, fire, flood, accidents or other natural disasters;

9.1.5 use of the Software other than for the purposes for which it is intended;

9.1.6 use of the Software with other software or on equipment with which it is incompatible (unless the Supplier recommended or required the use of that other software or equipment);

9.1.7 incorrect operation or use of the Software (including any failure to follow the User Manual);

9.1.8 the Customer’s negligent act or omission;

9.1.9 attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised by the Supplier;

9.1.10 failure to notify the Supplier of any error within a reasonable period of time of it first occurring; or

9.1.11 the failure by the Customer to implement any Update or Upgrade to the Software recommended and made available by the Supplier.

 

10 Updates

10.1 The Supplier will supply the Customer new Updates in relation to the Software from time to time at no additional cost to the Customer. New Updates will be supplied automatically by the Supplier.

10.2  The Supplier will supply any amendments to the User Manual as required.

10.3  Any Updates provided to the Customer under this Agreement shall:

10.3.1 result in the Software having at least the same features, functionality, characteristics, performance and compatibility with equipment and systems as the Software as it was immediately prior to the relevant Update; and

10.3.2 not have any adverse effect on the functionality, performance or compatibility of the Software.

10.4  The Supplier will perform any maintenance and supply any Upgrades outside the hours of 08:00 to 20:00 GMT.

 

11 User Manual

11.1 The Supplier shall provide or make available online a set of documentation (User Manual) containing instructions on how to use the Software and detailing any specific user requirements or restrictions relating to the Software. Any help files supplied with the Software and information on the Supplier’s websites shall be deemed to form part of the User Manual.

11.2 The User Manual shall be updated by the Supplier from time to time in such manner as the Supplier sees fit. Where updates to the User Manual are made available online, the Supplier shall not be obliged to provide updated hard copy versions of the User Manual, which shall be deemed to incorporate the online updates from the date on which they are made available.

 

12 Licence Fees

The Supplier will not charge the Customer any Licence Fees for the term of this Agreement.

 

13 Warranties

13.1 The Supplier warrants and represents to the Customer that the Software and any Update shall:

13.1.1 perform in accordance with the Specification;

13.1.2 provide all of the facilities and functions set out in, the Specification; and

13.1.3 operate successfully on the equipment and systems specified in the Specification (if any) during the Term of this Agreement.

13.2 If there is a breach of the warranty in clause 14.1, provided the Customer notifies the Supplier in writing and provides sufficient information to enable the Supplier to reproduce any errors, the Supplier shall, at its option:

13.2.1 use reasonable endeavours to correct the errors in the Supplier Software within a reasonable time; or

13.2.2 terminate this Agreement and refund any prepaid Licence Fees as at the date of termination.

13.3 The warranty in clause 14.1 is subject to the Customer complying with its obligations under, and using the Software in accordance with, this Agreement and is also subject to the limitations and exclusions set out in clause 3. In addition, the warranty shall not apply to the extent that any error in the Supplier Software arises as a result of:

13.3.1 incorrect operation or use of the Software (including any failure to follow the User Manual);

13.3.2 use of the Software other than for the purposes for which it is intended;

13.3.3 modification or alteration of the Software without the written consent of the Supplier;

13.3.4 use of the Software with other software or on equipment with which it is incompatible (unless the Supplier recommended or required the use of that other software or equipment);

13.3.5 attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised by the Supplier; and

13.3.6 failure to notify the Supplier of any error within a reasonable period of time of it first occurring.

13.4 The Customer acknowledges that the Supplier does not give any warranty or representation and does not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:

13.4.1 any Third Party Software;

13.4.2 the Software meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to the Supplier;

13.4.3 the Software operating in a manner which is uninterrupted or free from minor errors or defects that do not materially affect performance; or

13.4.4 the Software being compatible with any software or with any particular hardware or equipment.

13.5 Subject to clause 14.5, the provisions of clauses 13.3 set out the Customer’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 13.1 or for any other error or defect in, defective performance or inability to use the Software or any part of it.

13.6 Other than as set out in this clause 13, and subject to clause 14.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

 

14 Limitation of liability

14.1 The extent of the Supplier’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 16.

14.2 Subject to clause 14.5, the Supplier’s shall have no liability howsoever arising under or in connection with this Agreement.

14.3 Subject to clause 14.5, the Supplier shall not be liable for consequential, indirect or special losses.

14.4 Subject to clause 14.5, the Supplier shall not be liable for any of the following (whether direct or indirect):

14.4.1 loss of profit;

14.4.2 loss or corruption of data;

14.4.3 loss or corruption of software or systems;

14.4.4 loss or damage to equipment;

14.4.5 loss of use;

14.4.6 loss of production;

14.4.7 loss of contract;

14.4.8 loss of opportunity;

14.4.9 loss of savings, discount or rebate (whether actual or anticipated); and/or

14.4.10 harm to reputation or loss of goodwill.

14.5 Notwithstanding any other provision of this Agreement, the Supplier’s liability shall not be limited in any way in respect f the following:

 14.5.1 death or personal injury caused by negligence;

14.5.2 fraud or fraudulent misrepresentation; or

14.5.3 any other losses which cannot be excluded or limited by applicable law.

 

15 Data protection

Each of the parties shall comply with their respective obligations, and may exercise their respective rights and remedies, set out in the Data Processing Addendum.

 

16 Term and termination

16.1 This Agreement shall come into force on the Commencement Date and unless terminated earlier in accordance with the provisions of this Agreement shall continue for the duration of the Licence Term after which it shall automatically expire.

16.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

16.2.1 the other party commits a material breach of this Agreement and such breach is not remediable; and

16.2.2 the other party commits a material breach of this Agreement which is not remedied within 20 Business Days of receiving written notice of such breach.

16.3 Any breach by the Customer of clause 3 shall be deemed a material breach of this Agreement which is not remediable.

16.4 The Supplier may terminate this Agreement at any time by giving notice in writing to the Customer if the Customer:

16.4.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

16.4.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

16.4.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

16.4.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

16.4.5 has a resolution passed for its winding up;

16.4.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

16.4.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within five Business Days of that procedure being commenced;

16.4.8 has a freezing order made against it;

16.4.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

16.4.10 is subject to any events or circumstances analogous to those in clauses 16.4.1 to 18.4.9 in any jurisdiction;

16.4.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.4.1 to 16.4.10, including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

16.5 The right of the Supplier to terminate the Agreement pursuant to clause 18.4 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.

 

17 Consequences of termination

17.1 Immediately on termination or expiry of this Agreement (for any reason), the licences and rights granted by the Supplier shall terminate and the Customer shall (and shall procure that each sub-licensee shall) stop using the Software.

17.2 The Customer shall ensure that it backs up its data regularly and extracts it from the Software prior to the termination or expiry of this Agreement. The Supplier shall not be obliged to provide the Customer with any assistance extracting or recovering data whether during or after the Licence Term.

17.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.

 

18 Confidentiality

18.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other party, disclose, copy or modify the Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.

18.2  Each party undertakes to:

18.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement, and

18.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 18 and comply with such obligations.

18.3 A party shall give notice to the other party of any unauthorised misuse, disclosure, theft or loss of the Confidential Information immediately upon becoming aware of the same.

18.4 Each party shall indemnify, keep indemnified and hold harmless the other party from and against any losses, claims, damages, liability costs (including legal and other professional fees) and expenses incurred as a result of or in connection with any breach by the other party of this clause 18.

18.5 The provisions of this clause 18 shall not apply to information which:

18.5.1 is or comes into the public domain through no fault of the party, its officers, employees, agents or contractors;

18.5.2 is lawfully received by the party from a third party free of any obligation of confidence at the time of its disclosure;

18.5.3 is independently developed by the party, without access to or use of the other party’s Confidential Information; or

18.5.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the party, where possible, notifies the other party at the earliest opportunity before making any disclosure.

18.6 The obligations under this clause 18 shall survive the termination or expiry of this Agreement for a period of five years.

 

19 Dispute resolution

19.1 Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 19.

19.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

19.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

19.3.1 Within five Business Days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.

19.3.2 If the dispute has not been resolved within five Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within seven days to discuss the dispute and attempt to resolve it.

19.4 The specific format for the resolution of the dispute under clause 19.3.1 and, if necessary, clause 19.3.2 shall be left to the reasonable discretion of the parties but may include the preparation and submission of statements of fact or of position.

19.5 Until the parties have completed the steps referred to in clause 19.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

 

20 Entire Agreement

20.1 This Agreement constitutes the entire Agreement between the parties and supersedes all previous Agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

20.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

20.3 Nothing in this Agreement shall limit or exclude any liability for fraud.

 

21 Notices

21.1 Any notice given by a party under this Agreement shall be:

21.1.1 in writing and in English;

21.1.2 signed by, or on behalf of, the party giving it; and

21.1.3 sent to the relevant party at the address set out in clause 21.3.

21.2 Notices may be given, and are deemed received:

21.2.1 by hand: on receipt of a signature at the time of delivery;

21.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

21.2.3 by Royal Mail International Tracked & Signed or Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and

21.2.4 by email: on receipt of a delivery receipt email from the correct address.

21.3 Notices and other communications shall be sent to:

Portsdown Technologies Ltd for the attention of Ben Jenkins at:

1 Walcot Gate, Walcot Street, Bath, BA1 5UG; or

ben@spoolmelcom.

21.4 Any change to the contact details of a party as set out in clause 21.3 shall be notified to the other party in accordance with clause 21.1 and shall be effective:

21.4.1 on the date specified in the notice as being the date of such change; or

21.4.2 if no date is so specified, five Business Days after the notice is deemed to be received.

21.5 This clause does not apply to notices given in legal proceedings or arbitration.

 

22 Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

 

23 Assignment and sub-contracting

23.1 The Supplier may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement, provided that it gives prior written notice to the Customer.

23.2 Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.

 

24 Set off

Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

 

25 No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

 

26 Severance

26.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

26.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

 

27 Waiver

27.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

27.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

27.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

 

28 Compliance with law

28.1 Each party shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform their obligations under or in connection with this Agreement.

28.2 Without prejudice to the generality of clause 28.1, the parties shall comply with all applicable laws, rules, and regulations governing export of goods and information that apply to the Software and the User Manual, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Software or the User Manual to any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Customer shall be solely responsible for ensuring its access, importation or use of the Software or User Manual in or into any part of the Territory complies with all export laws.

 

29 Conflicts within Agreement

If there is a conflict between the terms contained in the main body of this Agreement and the terms of the schedules, the terms of the main body of the Agreement shall prevail.

 

30 Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

 

31 Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

 

32 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

 

 

Schedule 1

1 Description of the Supplier Software

Spool facilitates communication and collaborative work via the creation of workspaces. Integrated video / mic combines with sharing access of the cloud desktops (interactive and view only mode sharing) across internet to enable Spool users to work together. Chat channels (individual one to one, group chat and specific workspace member chat) further facilitate communication.

Application Security

• Access Controls : makes sure only authorised people are given access to the requested resources (the hub, cloud desktops and workspaces). This is maintained using different discretionary access control.
• Vulnerability Scanning : The application is scanned for OWASP Top 10 risks and is also regularly audited for the same after any major functionality change.

Data Protection

Data at rest and in transit is encrypted for everyone. The date in transit is encrypted using TLS 1.2. Spool uses https for all its services while the data at rest is encrypted using AES-256 encryption.

Availability and Continuity

Spool is hosted in a UK Data Centre which provides redundancy and load-balancing options so that the services are always available. Regular backups are taken which are encrypted and can be accessed only when the correct key for decryption is provided. Backup of data and replication of database is done on multiple servers.

Physical and Network Security

Physical access to the Spool servers is limited. The servers are firewalled to allow minimum traffic to them, only what is required to run the service. Continuous scans of the product for security vulnerabilities, monitoring for performance and interruptions takes place. Systems are kept up to date with latest security patches.

2 Third Party Software

None used

3 Delivery

Spool is accessed via the website at the URL of spoolme.com.

4 Licence Term

The beta license will cease on the 31st of December 2021.

5 Territory

The Supplier Software is currently only available for use in Europe.

6 Licence Restrictions

Users: Only one user may use one license. Multiple users cannot use the same license.

7 Permitted Purpose

7.1 The internal business purposes of the Customer. Internal business purposes do not (amongst other things) include:

7.1.1 Website or other service hosting;

7.1.2 Bitcoin mining; or

7.1.3 Performance testing.

8. Monitoring

The Supplier will periodically monitor the Customer’s use of the Supplier Software to ensure compliance with this Agreement.

9. Analysis Data

9.1 In accordance with clause 2.2, the Supplier will collect, process and use Analysis Data from the Customer.  The Supplier will only use the Analysis Data for the development and improvement of the Supplier Software.

9.2 Analysis Data includes:

9.2.1 Customer’s IP address;

9.2.2 Date and time of use;

9.2.3 Length of use;

9.2.4 Pattern of use;

9.2.5 Pages accessed; and

9.2.6 Customer data on the cloud computer(s).

9.3 For the purposes of collecting the Analysis Data, the Supplier can:

9.3.1 monitor and observe the Customer’s use of the Supplier Software in real time;

9.3.2 record the Customer’s use of the Supplier Software; and

9.3.3 take screenshots of the Customer’s use of the Supplier Software.

9.4 The Supplier will keep the Analysis Data for two weeks, after which, it will be destroyed, unless the Supplier requires the Analysis Data in order to further develop the Supplier Software.

 

Schedule 2

1. Licence Fee

No License Fees are payable during the term of this Agreement.

2. Support fees

No Support Fees are payable during the term of this Agreement

By providing the opportunity of accessing and using the Software, Portsdown Technologies Ltd (the “Supplier”) makes an offer to you. By requesting access to the Software, you accept and agree to the terms of this Data Processing Addendum (“Addendum”). This Addendum constitutes a legal contract between you and Portsdown Technologies Ltd and spells out the terms and conditions which relate to the processing of personal data by the Supplier. If you do not agree to any of these terms, then do not access the Software.

 

Definitions

• In this Addendum:

Controller	has the meaning given in applicable Data Protection Laws;
Data Protection Laws	means any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, including: (a)                the Data Protection Act 2018 or the UK GDPR; (b)                any laws which implement any such laws; (c)                 any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and (d)                all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding);
Supervisory Authority	means any regulator, authority or body responsible for administering Data Protection Laws;
Data Subject	has the meaning given in applicable Data Protection Laws from time to time;
International Organisation	has the meaning given in Data Protection Laws;
Personal Data	has the meaning given in applicable Data Protection Laws;
Personal Data Breach	has the meaning given in Data Protection Laws;
Processing	has the meaning given in applicable Data Protection Laws (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Processor	has the meaning given in applicable Data Protection Laws;
Sub-Processor	means any agent, subcontractor or other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Personal Data;
Supervisory Authority	means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.

 

Supplier

Personnel          means any person engaged by, or performing services for, the Supplier or the Sub-Processor

 

UK GDPR

means UK General Data Protection Regulation, Retained Regulation (EU) 2016/679

 

1.2 Unless otherwise expressly stated in this Addendum, the Supplier’s obligations and the Customer’s rights and remedies under this Addendum are cumulative with, and additional to, any other provisions of this Agreement.

 

2 Compliance with data protection laws

2.1.       The parties agree that the Customer is a Controller and that the Supplier is a Processor (except when Customer acts as a processor of Personal Data, in which case the Supplier is a Sub-processor) for the purposes of processing Personal Data pursuant to this Addendum. The    Supplier shall ensure that its Sub-Processors and each of the Supplier Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Personal Data and the provision of the Services and shall not by any act or omission cause the Customer (or any other person) to be in breach of any of the Data Protection Laws.

2.2.       Nothing in this Addendum relieves the Supplier of any responsibilities or liabilities under Data  Protection Laws.

2.3        The Customer warrants, represents and undertakes, that:

2.3.1 all data sourced by the Customer for use in connection with the Services, prior to such data being provided to or accessed by the Supplier for the performance of the Services under this Agreement, shall comply in all respects, including in terms of its collection,  storage and processing (which shall include the Customer providing all of the required fair processing information to, and obtaining all necessary consents from, Data Subjects), with Data Protection Laws;

2.3.2 all instructions given by it to the Supplier in respect of Personal Data shall at all times be in accordance with Data Protection Laws; and

2.3.3 it has undertaken due diligence in relation to the Supplier’s processing operations, and it is satisfied that:

2.3.3.1 the Supplier’s processing operations are suitable for the purposes for which the Customer proposes to use the Services and engage the Supplier to process the Personal Data; and

2.3.3.2 the Supplier has sufficient expertise, reliability and resources to implement technical and organisational measures that meet the requirements of Data Protection Laws.

 

3 Supplier indemnity

3.1 The Supplier shall indemnify and keep indemnified the Customer against:

3.1.1 all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Supplier of its obligations under this Addendum; and

3.1.2 all amounts paid or payable by the Customer to a third party which would not have been paid or payable if the Supplier’s breach of this Addendum had not occurred.

 

4 Instructions

4.1 The Supplier shall only process (and shall ensure Supplier Personnel only process) the Personal Data in accordance with Section 1 of Part B of this Addendum, this Addendum and the Customer’s written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform the Customer of that legal requirement before  processing, unless applicable law prevents it doing so on important grounds of public interest). The Supplier shall immediately inform the Customer if any instruction relating to the Personal Data infringes or may infringe any Data Protection Law.

 

5 Security

5.1 The Supplier shall at all times implement and maintain appropriate technical and organisational   measures to protect Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Section 2 of Part B of this Addendum and shall reflect the nature of the Personal Data.

 

6 Sub-processing and personnel

6.1 The Supplier shall not permit any processing of Personal Data by any agent, subcontractor or other third party (except its own employees that are subject to an enforceable obligation of confidence with regards to the Personal Data) without the prior specific written authorisation of that Sub-Processor by the Customer and only then subject to such conditions as the Customer may require.

6.2 The Supplier shall ensure that access to Personal Data is limited to the authorised persons who need access to it to supply the Services.

6.3 The Supplier shall, prior to the relevant Sub-Processor carrying out any processing activities in respect of the Personal Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this Addendum in respect of Personal Data that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations.

6.4 The Supplier shall remain fully liable to the Customer under this Addendum for all the acts and omissions of each Sub-Processor and each of the Supplier Personnel as if they were its own.

6.5 The Supplier shall ensure that all persons authorised by the Supplier or any Sub-Processor to process Personal Data are reliable and:

6.5.1 adequately trained on compliance with this Addendum as applicable to the processing;

6.5.2 informed of the confidential nature of the Personal Data and that they must not disclose Personal Data;

6.5.3 subject to a binding and enforceable written contractual obligation to keep the Personal Data confidential; and

6.5.4 provide relevant details and a copy of each agreement with a Sub-Processor to the Customer on request.

6.6 The Customer agrees that the Supplier can engage a Sub-Processor without the prior consent of the Customer provided that the Supplier informs the Customer any intended changes concerning the addition or replacement of Sub-Processors and give the Customer an opportunity to object (and such objection shall not be unreasonably withheld).

 

7 Assistance

7.1 The Supplier shall (at its own cost and expense) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Customer may require in relation to the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Data Protection Laws.

7.2 The Supplier shall (at its own cost and expense) provide such information, co-operation and other assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and the information available to the Supplier) to ensure compliance with the Customer’s obligations under Data Protection Laws, including with respect to:

7.2.1 security of processing;

7.2.2 data protection impact assessments (as such term is defined in Data Protection Laws);

7.2.3 prior consultation with a Data Protection Supervisory Authority regarding high risk processing; and

7.2.4 any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Addendum, including (subject in each case to the Customer’s prior written authorisation) regarding any notification of the Personal Data Breach to Data Protection Supervisory Authorities and/or communication to any affected Data Subject

 

8 Data subject requests

8.1 The Supplier shall (at no cost to the Customer) record and refer all requests and  communications received from Data Subjects or any Data Protection Supervisory Authority to the Customer which relate (or which may relate) to any Personal Data promptly (and in any  event within three days of receipt) and shall not respond to any without the Customer’s  express written approval and strictly in accordance with the Customer’s instructions unless   and to the extent required by law.

 

9 International transfers

9.1 The Customer agrees that the Supplier can process and/or transfer Personal Data in or to countries outside of the UK or to any International Organisation without the written permission of the Customer, provided that all transfers by the Supplier of Personal Data shall   be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws. The provisions of this Addendum shall constitute the Customer’s instructions with respect to transfers.

 

10 Records

10.1 The Supplier shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of the Customer.

10.2  Such records shall include all information necessary to demonstrate its and the Customer’s compliance with this Addendum, the information referred to in Articles 30(1) and 30(2) of  the UK GDPR and such other information as the Customer may reasonably require from time to time.

10.3 The Supplier shall make copies of such records available to the Customer promptly (and in any event within three days) on request from time to time.

 

11 Audit

11.1 The Supplier shall (and shall ensure all Sub-Processors shall) promptly make available to the Customer (at the Supplier’s cost) such information as is reasonably required to demonstrate the Supplier’s and the Customer’s compliance with their respective obligations under this Addendum and the Data Protection Laws, and allow for, permit and contribute to audits,  including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose at the Customer’s request from time to time.

11.2 The Supplier shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than two Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or  inspection.

 

12 Breach

12.1 The Supplier shall promptly (and in any event within 24 hours) notify the Customer if it (or any of its Sub-Processors or the Supplier Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Personal Data.

12.2 The Supplier shall promptly (and in any event within 24 hours) provide all information as the Customer requires to report the circumstances referred to in paragraph 1 (above) to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.

 

13 Deletion/return

13.1 The Supplier shall (and shall ensure that each of the Sub-Processors and Supplier Personnel shall) without delay (and in any event within 7 days), at the Customer’s written request, either securely delete or securely return all the Personal Data to the Customer in such form as the Customer reasonably requests after the earlier of:

13.1.1 the end of the provision of the relevant Services related to processing of such Personal Data; or

13.1.2 once processing by the Supplier of any Personal Data is no longer required for the purpose of the Supplier’s performance of its relevant obligations under this Agreement,

and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, the Supplier shall inform the Customer of any such requirement).

 

14 Cost

14.1  The Supplier shall perform all its obligations under this Addendum at no cost to the Customer.

 

 

Data processing and security details – Part B

Section 1—Data processing details

Processing of the Personal Data by the Supplier under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1.

 

Subject-matter of processing:

The Customer determines the subject matter of the personal data which it provides the Supplier access in order to perform the Services under this Agreement.

Duration of the processing:

The duration of the processing shall be in accordance with Customer instructions and the terms of this Addendum.

Nature and purpose of the processing:

The duration of the processing shall be in accordance with Customer instructions and the terms of this Addendum.

Type of Personal Data:

The Supplier acknowledges that, depending on Customer’s use of the Supplier Software, the Customer may elect to include personal data from any of the following categories:

• Basic personal data (for example place of birth, street name and house number (address), postal code, city of residence, country of residence, mobile phone number, first name, last name, initials, email address, gender, date of birth), including basic personal data about family members and children;
• Authentication data (for example user name, password or PIN code, security question, audit trail);
• Contact information (for example addresses, email, phone numbers, social media identifiers; emergency contact details);
• Unique identification numbers and signatures (for example National Insurance Number, bank account number, passport and ID card number, driver’s license number and vehicle registration data, IP addresses, employee number, student number, patient number, signature, unique identifier in tracking cookies or similar technology);
• Pseudonymous identifiers;
• Financial and insurance information (for example insurance number, bank account name and number, credit card name and number, invoice number, income, type of assurance, payment behavior, creditworthiness);
• Commercial Information (for example history of purchases, special offers, subscription information, payment history);
• Biometric Information (for example DNA, fingerprints and iris scans);
• Location data (for example, Cell ID, geo-location network data, location by start call/end of the call. Location data derived from use of wifi access points);
• Photos, video and audio;
• Internet activity (for example browsing history, search history, reading, television viewing, radio listening activities);
• Device identification (for example IMEI-number, SIM card number, MAC address);
• Profiling (for example based on observed criminal or anti-social behavior or pseudonymous profiles based on visited URLs, click streams, browsing logs, IP-addresses, domains, apps installed, or profiles based on marketing preferences);
• HR and recruitment data (for example declaration of employment status, recruitment information (such as curriculum vitae, employment history, education history details), job and position data, including worked hours, assessments and salary, work permit details, availability, terms of employment, tax details, payment details, insurance details and location and organizations);
• Education data (for example education history, current education, grades and results, highest degree achieved, learning disability);
• Citizenship and residency information (for example citizenship, naturalization status, marital status, nationality, immigration status, passport data, details of residency or work permit);
• Information processed for the performance of a task carried out in the public interest or in the exercise of an official authority;
• Special categories of data (for example racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, data concerning a natural person’s sex life or sexual orientation, or data relating to criminal convictions or offences); or
• Any other personal data identified in Article 4 of the UK GDPR.

 

Categories of Data Subjects:

Data subjects include the Customer’s representatives and end-users including employees,    contractors, collaborators, and customers of the data exporter. The Supplier acknowledges that,    depending on Customer’s use of the Supplier Software, Customer may elect to include personal    data from any of the following types of data subjects:

• Employees, contractors and temporary workers (current, former, prospective) of data exporter;
• Dependents of the above;
• Data exporter’s collaborators/contact persons (natural persons) or employees, contractors or temporary workers of legal entity collaborators/contact persons (current, prospective, former);
• Users (e.g., customers, clients, patients, visitors, etc.) and other data subjects that are users of data exporter’s services;
• Partners, stakeholders or individuals who actively collaborate, communicate or otherwise interact with employees of the data exporter and/or use communication tools such as apps and websites provided by the data exporter;
• Stakeholders or individuals who passively interact with data exporter (e.g., because they are the subject of an investigation, research or mentioned in documents or correspondence from or to the data exporter);
• Minors; or
• Professionals with professional privilege (e.g., doctors, lawyers, notaries, religious workers, etc.).

 

Section 2—Minimum technical and organisational security measures

1 Without prejudice to its other obligations, the Supplier shall implement and maintain at least the following technical and organisational security measures to protect the Personal Data:

1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Personal Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data transmitted, stored or otherwise processed, the Supplier shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the UK GDPR.

Spool processes data about our users, potential clients and clients. This Fair Processing Notice explains what data we process, why we process it, our legal basis, how long we keep it and your rights.

We will always make sure that any personal data is protected and treated securely. Any information that we process will be held in accordance with the UK General Data Protection Regulation (GDPR), the Data Protection Act 2018 and other UK data protection legislation.

Spool is operated by Portsdown Technologies Ltd. Our registered office is 30 Circus Mews, Bath BA1 2PW.

Telephone 01225 535500

Email ben@spoolme.com

To use Spool, you must create an account. When you do this, we will collect the following information about you:

• Name
• Email address
• Company
• Contact telephone number

We will keep your account data during the period of the beta trial and then for 6 months.

As part of the agreement to use Spool during the Beta Phase, we will collect analysis data which is:

• Your IP address;
• Your Spool usage: dates and times; length of use; patterns of use; and pages accessed; and
• Your data on the cloud desktop(s).

To collect Analysis Data we:

• monitor and observe your use of Spool in real time;
• record your use of Spool; and
• take screenshots of your use of Spool.

We will keep the Analysis Data for two weeks, after which, it will be destroyed, unless we require the Analysis Data in order to further develop Spool.

Spool is hosted from UK Data Centres and we will not transfer your data out of the UK.

We do not share your data with anyone else.

You have rights in respect of our processing of your personal data which are:

• To request access to your personal data and information about our processing of it. You also have the right to request a copy of your personal data (but we will need to remove information about other people).
• To request we rectify incorrect personal data that we are processing.
• To request that we erase your personal data if:
  • we no longer need it;
  • if we are processing your personal data by consent and you withdraw that consent;
  • if we no longer have a legitimate ground to process your personal data; or
  • we are processing your personal data unlawfully
• To object to our processing if it is by legitimate interest.
• To restrict our processing if it was by legitimate interest.
• To request that your personal data be transferred from us to another company if we were processing your data under a contract or with your consent and the processing is carried out automated means.

There will be no consequences for withdrawing your consent. However, in some cases, we may continue to use the data where so permitted by having a legitimate reason for doing so.

If you wish to exercise any of the rights explained above, please contact us