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ContinueLast Updated 25th Sept 2020
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Landlord Studio provides property management software to Businesses and is accessible via any internet-connected device. We also provide an Android and iPhone/iPad app.
If You browse any of our Websites or use any of our Services You agree to comply with and be bound by these Terms. These Terms are binding on any use of the Service and apply to You from the time that Landlord Studio provides You with access to the Service.
These Terms are not intended to answer every question or address every issue raised by the use of the Service. It is Your obligation to ensure that You have read, understood, and agree to the most recent Terms.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
Landlord Studio reserves the right to change these Terms at any time and you are bound by such changes.
“Business”
means a business defined as an organization or enterprising entity engaged in commercial, industrial, or professional activities.
“Data”
means any data input or imported by You or with Your authority into the Website.
“Intellectual Property Rights”
means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trademarks, service marks, moral rights, know-how, and any other intellectual or industrial property rights, anywhere in the world.
“Invited User”
means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
“Partners”
means any partner as defined in Clause 11 of this agreement.
“Service”
means the online business software services made available (as may be changed or updated from time to time by Landlord Studio) via the Website or the apps.
“Subscriber”
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Subscription Fee”
means the monthly or annual subscription fee (excluding any taxes and duties) payable by You in accordance with the pricing set out on the Website (which Landlord Studio may change from time to time).
“Terms”
means the Terms and Conditions of Use herein.
“Website”
means any of the images, written material, databases, software or other material available at any website owned or operated by Landlord Studio. This includes any apps available on the Apple App Store, Google Play Store, or Windows Phone Marketplace which is owned or operated by Landlord Studio.
“You”
means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
1.1 Your privacy is important to us. Our Privacy Policy forms part of these Terms.
1.2 If You provide Landlord Studio with personal information about someone else, you must ensure that you are authorized to disclose that personal information to Landlord Studio in accordance with applicable data protection or privacy laws. You will provide all required disclosures to and will obtain and maintain all required consents to allow the other person’s personal information to be processed by Landlord Studio in accordance with our Privacy Policy.
1.3 If you are subject to the territorial scope of Regulation (EU) 2016/679 (GDPR) or any successor legislation, you agree that the terms and conditions of the Data Processing Agreement attached as Schedule 1 of these Terms are incorporated into these Terms.
2.1 Landlord Studio grants You the right to access and use the Website and Services with the user roles according to your Subscription. This right is non-exclusive and non-transferable and is limited by and subject to this agreement. You must only use the Website and Services for your own lawful internal business purposes.
2.2 You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify Landlord Studio of any unauthorized use of your passwords or any other breach of security and Landlord Studio will reset your password.
2.3 When accessing and using the Website You must:
a) not attempt to undermine the security or integrity of Landlord Studio computing systems or networks or the Website;
b) not use, or misuse, the Website in any way which may impair the functionality of the Website or Services, or impair the ability of any other user to use the Website or Services;
c) not attempt to gain unauthorized access to the computer system on which the Website is hosted or to any materials other than those to which you have been given express permission to access;
d) not transmit or input into the Website any files that may damage any other person’s computing devices or software; content that may be offensive; or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use);
e) not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Services, Website or any software applications included in the Website, as part of the Website, and for the purposes made available on the Website only;
f) only access the Website manually. The use of automated agents, robots, or automated software, other than search engine spiders, to view the site is forbidden;
g) not attempt to build a copy of our data.
2.4 You must be over the age of 18 years old when signing up for our services
3.1 All Intellectual Property Rights in all the material which comprises the Website including, but not limited to, design, structure, layouts, graphical images, and underlying source code belongs to Landlord Studio. All rights are reserved.
3.2 You acknowledge that, except as otherwise agreed between the parties in writing, all Intellectual Property Rights of Landlord Studio and the Website shall remain with Landlord Studio.
3.3 If you submit any content to any public area of Landlord Studio, including blogs, message boards, and forums, you must ensure that such material is not defamatory or offensive, untrue, racially offensive, or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights or actionable in law in any jurisdiction. In the event that you do submit such material to the Website, Landlord Studio reserves the right to remove it without reference to you and co-operate with any investigation by the authorities or court order relating to it, any and all consequences that may directly or indirectly follow will be entirely your responsibility not the responsibility of Landlord Studio. You agree to indemnify and hold Landlord Studio harmless from any action or consequences that may arise in such circumstances, including any claims by third parties.
3.4 By submitting content to any public area of Landlord Studio, including blogs, message boards, and forums, You grant Landlord Studio a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also permit any subscriber to access, display, view, store, and reproduce such content for personal use.
3.5 By submitting content You warrant that You are entitled to and have all necessary Intellectual Property Rights over that content.
4.1 LandlordStudio.com, Landlord Studio, and the Landlord Studio logo are trademarks of Landlord Studio Limited.
5.1 Landlord Studio provides content from and links to third-party websites that are not affiliated with or endorsed by Landlord Studio (although Landlord Studio branding, advertisements, or links may appear on these websites) and Landlord Studio may send e-mail messages to You containing advertisements or promotions including links to third parties. Landlord Studio has no responsibility for the content of a linked website and makes no representation as to the quality, suitability, functionality, or legality of any third-party websites which we link to, or to any goods and services available from such websites.
5.2 All matters concerning goods and services that you purchase from a third party website including all contract terms are solely between You and the owner of that website. Landlord Studio will not be liable for any costs or damages to You or any third party arising directly or indirectly out of any third party website. You hereby waive any claim You might have against Landlord Studio with respect to any such websites. In respect of Your use of such third party websites, Part 2 subpart 1 (contractual privity) of the Contract and Commercial Law Act 2017 shall not apply to this agreement.
6.1 You acknowledge that:
a) You are authorized to access and use the Website;
b) If You are using the Website on behalf of or for the benefit of any organization then Landlord Studio will assume that You have the right to do so. The organization will be liable for your actions including any breach of these Terms;
c) You warrant that where You have registered to use the Website on behalf of another person You have the authority to agree to these terms on behalf of that person and agree that by registering to use the Website You bind the person on whose behalf you act to the performance of any and all obligations that You become subject to by virtue of these terms without limiting your own personal obligations under these terms.
d) The provision of, access to, and use of, the Website is on an “as is, where is” basis and at your own risk;
e) Landlord Studio does not guarantee the availability of the Website or services offered on the Website and does not warrant that the use of the Website will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Website, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website. Landlord Studio is not in any way responsible for any such interference that prevents your access or use of the Website.
f) Landlord Studio is not your accountant or legal adviser and the use of the Website should not substitute professional accounting or legal advice. If you have any accounting or legal questions, contact an accountant or a lawyer.
g) It is your sole responsibility to determine that the Website meets the needs of your business.
h) You remain solely responsible for complying with all applicable accounting, tax, and other laws. It is your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
i) Landlord Studio reserves the right to revise, change, modify, delete or suspend the content of any part of the Website and/or any of the services it provides on the Website without notice at any time in its sole discretion.
6.2 Landlord Studio gives no warranty about the Website including its accuracy, adequacy, or completeness. Without limiting the foregoing, Landlord Studio does not warrant that the Website will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law including, without limitation, warranties of merchantability, fitness for purpose, title, and non-infringement.
6.3 You warrant and represent that You are acquiring the right to access and use the Website and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Website or these Terms.
7.1 Landlord Studio denies all liability for the timely operation of the Website when used within an Internet environment, where You or a third party is providing the computer equipment upon which the product is to reside or depend upon for any part of its functionality.
7.2 By accepting these Terms You confirm your understanding that the timely operation of the Internet and the World Wide Web is governed by constraints beyond the control of Landlord Studio. You accept that Landlord Studio is not liable for the perceived slow operation of the Website.
8.1 Landlord Studio may offer a free trial which will allow You to assess if the Website is satisfactory for your purpose.
8.2 Subscription Fees may automatically recur either monthly or annually depending on your subscription package. Subscription Fees begin on your first payment date and are payable in advance of each subscription period. Different Subscription Fees may include access to different Services.
8.3 Your subscription is activated by providing the information required on the subscription page. You will pay Landlord Studio or Landlord Studio’s distributor (as directed by Landlord Studio) the charge for the Subscription Fees at the time of order.
8.4 No refund will be given for the cancellation or termination of a subscription.
8.5 A subscription can be canceled at any time by terminating your Service. When a subscription is canceled no further payment will be taken by Landlord Studio.
8.6 If a subscription is canceled for any reason and Subscription Fees prior to the date of the cancellation remain unpaid, You will be liable to pay all outstanding Subscription Fees to Landlord Studio.
8.7 You must cancel Your Service. This is to ensure against fraudulent requests to terminate Services.
8.8. Pricing of Services is advertised on the pricing and subscription pages of each Service Website.
9.1 Landlord Studio is entitled to restrict, suspend or terminate your subscription or deny You access to the Website without notice in its sole discretion.
9.2 Landlord Studio shall be entitled to disclose your user identity and details if required or requested by the courts or other law enforcement authorities and/or agencies or in such other circumstances as Landlord Studio in its sole discretion considers reasonably necessary or appropriate.
10.1 You indemnify Landlord Studio against all claims, costs, damage, and loss arising from your breach of any of these Terms or any obligation You may have to Landlord Studio, including but not limited to any costs relating to the recovery of any Subscription Fee that has not been paid by You.
10.2 Your use of any information or materials on this Website is entirely at your own risk, for which Landlord Studio shall not be liable. It shall be your responsibility to ensure that the Website, its products, services, and information, meet your specific requirements.
11.1 Landlord Studio regularly partners with accountants, bookkeepers, brokers, financial institutions, insurance companies, and resellers among other professional service providers. Partners may offer their services to you through the Service, however, any such services are not endorsed or approved by Landlord Studio. Landlord Studio is not responsible for the quality of its service. It is Your responsibility to vet Partners for the service you require from them.
11.2 You agree that Landlord Studio may share your Data with Partners for the purposes of enabling our Partners to analyze whether You may be interested in a product or service that they offer.
11.3 Partners agree that any information they provide to Landlord Studio, including information about themselves, their business, or their clients, will remain confidential and will not be disclosed to any third-party without the prior written consent of the Partner providing the information.
11.4 Partners have the right to request the deletion of their or their clients' data at any time. Requests for data deletion must be made in writing and sent to Landlord Studio's designated email address for data deletion requests, which is currently help@landlordstudio.com. Landlord Studio will use reasonable efforts to promptly respond to data deletion requests and to delete the requested data within a reasonable period of time. Landlord Studio reserves the right to retain data to the extent required by applicable law or for legitimate business purposes.
12.1 In order to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at help@landlordstudio.com
12.2 Any payment that you receive may be reversed if: (a) the tenant requests a reversal of the payment, (b) the tenant’s bank or credit union requests a reversal of the payment, or (c) Landlord Studio decides a Dispute against you (each a “Reversal”). You are liable to our Financial Institution Partner for the full amount of any payment that you receive that is subject to a Reversal and the Reversal Fee is applied.
12.3 You authorize Landlord Studio to recover any Reversal amounts due to our Financial Institution Partner by debiting your bank or credit union account(s) linked to your Account and/or the credit card we hold on file for you. We reserve the right to suspend your account until the full amount has been recovered.
LANDLORD STUDIO IS NOT A COLLECTION COMPANY AND IN NO WAY GUARANTEES PAYMENTS BY TENANT NOR DOES IT INHERIT THE RISK ASSUMED BY ANY PARTY IN RELATION TO ANY TRANSACTION PERFORMED THROUGH THE SERVICE.
13.1 Landlord Studio may run affiliate schemes for our Services whereby Subscribers can receive a benefit if you refer our Services to a third party who signs up and pays for the Services. We reserve the right to alter the terms of our affiliate schemes at any time.
13.2 Landlord Studio reserves the right to remove You from the affiliate scheme at any time and refuse payment of any monies owed. Reasons for such action include using spam techniques to promote Your affiliation.
Please review our Referral Terms and Conditions here.
14.1 Ownership of the Data belongs to the Subscriber.
14.2. You will indemnify Landlord Studio against any claims or loss relating to:
i. Landlord Studio’s refusal to provide any person access to Your information or Data in accordance with these Terms,
ii. Landlord Studio’ making available information or Data to any person with your authorization
14.3 Access to the Data is contingent on full payment of the Subscription Fee when due. You grant Landlord Studio a license to use, copy, transmit, store and back up Data for the purposes of enabling You to access and use the Website and for any other purpose related to the provision of any services to You.
14.4 You must maintain copies of all Data inputted into the Website. Landlord Studio adheres to its best practice, policies, and procedures to prevent data loss, including a daily system data backup regime but does not make any guarantees that there will be no loss of Data. Landlord Studio expressly excludes liability for any loss of Data no matter how caused.
14.5 If You enable third-party applications for use in conjunction with the Website, You acknowledge that Landlord Studio may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Website. Landlord Studio shall not be responsible for any disclosure, modification, or deletion of Your Data resulting from any such access by third-party application providers.
15.1. To the maximum extent permitted by law, Landlord Studio excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss, but not limited to, of information, Data, profits, savings, business or business opportunities, or goodwill) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website even if Landlord Studio is advised of the possibility of such loss or damage.
15.2. If You suffer loss or damage as a result of Landlord Studio’ negligence or failure to comply with these Terms that are not excluded by clause 15.1, any claim by You will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fee paid by You in the previous 12 months.
15.3. If any loss is caused by You or by a third party given a right of access to the Website by You, Landlord Studio shall have no liability for that loss.
15.4. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms.
16.1 Landlord Studio aims to respond to all software support queries within 48 hours of them being raised but does not warrant that this will be the case.
16.2 Support is not intended to deal with any questions relating to accountancy, taxation, or company law. Our support agents will only help You learn how to use our Services.
16.3 The support service is intended to provide timely, informal help and as such, any reliance placed upon it is at Your risk. Any opinions or statements made by a support agent should be checked with a relevant professional. To the fullest extent permissible by law Landlord Studio does not accept any responsibility for the opinions or statements expressed by its support agents. Without this limitation of liability, we would not be able to provide this service.
16.4 You agree that Landlord Studio employees will from time to time be required to access Your Data for legitimate business purposes, such as to assist You with a support query or to investigate or resolve an issue raised by You.
16.5 Landlord Studio reserves the right to withdraw support from You if You send malicious, offensive, or illegal support requests, or Your usage of the support service is excessive. The meaning of the terms “malicious”, “offensive” and “excessive” is to be determined at Landlord Studio’ sole discretion.
17.1 Neither party is liable for delay in meeting its obligations due to any cause outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.
18.1 Should any provision of these Terms be held to be void, invalid, unenforceable, or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable, You agree to a modification of such provision to provide for enforcement of the provision’s intent, to the extent permitted by applicable law.
19.1 Any failure or delay by Landlord Studio to enforce any of the Terms or to exercise any right under the Terms will not be construed as a waiver to any extent of its rights.
20.1 Landlord Studio may assign its rights and obligations under these Terms and upon such assignment, Landlord Studio shall be relieved of any further obligation under these Terms. You may not assign or transfer any rights or obligations to any other person without Landlord Studio’ prior written consent.
21.1 These Terms and the Privacy Policy supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Landlord Studio.
22.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all confidential information of the other obtained in connection with these Terms. Neither party will, without prior consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
23.1 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
24.1 Any notice given under these Terms by either party to the other must be by email and will be deemed to have been given on transmission. Notices to Landlord Studio must be sent to help@landlordstudio.com or to any other email address notified by email to You by Landlord Studio. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
25.1 The laws of New Zealand govern these Terms. By accessing the Website or mobile apps you consent to these Terms and to the exclusive jurisdiction of the New Zealand courts in all disputes arising out of such access.
You can contact us via our support email at help@landlordstudio.com or via our apps after logging in by going to More – Contact Us.
Landlord Studio Lifetime Membership Terms and Conditions
If you are due a refund of your payment for your Lifetime Membership for a reason included in these Terms or our standard User Terms we will refund you the difference between the amount you paid for your Lifetime Membership and the amount you would have been charged for the equivalent annual Membership for the period you have been a Lifetime Member.
If you are a business our total aggregate liability to you for all losses arising under or in connection with your contract with us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount you paid for the Lifetime Membership.
SCHEDULE 1 – DATA PROCESSING AGREEMENT
As required by Applicable Privacy Laws, the Controller and the Processor have agreed to that the terms and conditions of this Schedule 1 (together the “DPA”) are incorporated into the Terms for the protection of the personal data that may be processed by the Processor in providing the Services.
1 TERM AND TERMINATION
1.1 Terms and Conditions: This DPA amends and forms part of the Terms.
1.2 EU Standard Contractual Clauses: The terms of the Standard Contractual Clauses will apply where the applicable transfer of Controller Personal Data is:
1.2.1 not subject to the laws of a jurisdiction recognized by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR);
1.2.2 not covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for personal data, including but not limited to EU-U.S. and Swiss-U.S. Privacy Shield Frameworks.
1.3 Priority: In the event of any conflict or inconsistency between:
1.3.1 the Terms and this DPA, the terms in this DPA shall prevail (to the extent of any such inconsistency); or
1.3.2 the provisions of this DPA and the Standard Contractual Clauses, the provisions of the Standard Contractual Clauses shall prevail (to the extent of any such inconsistency).
1.4 Illegality: In the event that any provision of the Standard Contractual Clauses is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of the Standard Contractual Clauses and the terms of this DPA shall remain operative and binding on the parties.
2 DATA CONTROLLER AND PROCESSOR
2.1 Data Controller: The Processor acknowledges that, in respect of the Controller Personal Data and for the purposes of the Applicable Privacy Laws, the Controller (and each group company of the Controller) is the data controller. The Controller agrees to comply with its obligations under this DPA
2.2 Privacy notices: The Controller is solely responsible for all data controller obligations under Applicable Privacy Laws, including providing any required notices and obtaining any required consents, and for the processing instructions that it gives to the Processor.
2.3 Controller warranties: The Controller warrants that:
2.3.1 no contractual obligations prohibit the processing of the Controller Personal Data as described in the Terms and this DPA; and
2.3.2 the production, collection, and processing of Controller Personal Data has been and will continue to be carried out in accordance with the Applicable Privacy Laws.
2.4 Appointment as Data Processor: The Controller appoints the Processor as a data processor of the Controller Personal Data, and the Provider accepts the appointment and agrees to comply with its obligations under this DPA.
3 DATA PROCESSING
3.1 Principles: Personal data shall be processed under the general principles of lawfulness, fairness, transparency, purpose limitation, data minimisation, accuracy, storage limitation, integrity and confidentiality, and accountability.
3.2 Data subjects, categories and purposes: The Privacy Policy sets out the nature and purpose of the processing, the types of Controller Personal Data we process and the data subjects whose Controller Personal Data is processed.
3.3 Processing restrictions: Subject to clause 3.4, the Processor shall ensure that all Controller Personal Data is processed only:
3.3.1 according to the instructions of the Controller, which shall include for the purposes of providing the Services as described in the Terms;
3.3.2 in accordance with this DPA; and
3.3.3 in compliance with Applicable Privacy Laws.
3.4 Outside of instructions: The Processor may process Controller Personal Data outside of the Controller’s instructions if laws to which the Processor is subject requires it.
3.5 Breach of Applicable Privacy Laws: The Processor shall immediately notify the Controller if it is of the opinion that any instruction provided by the Controller is in breach of any Applicable Data Protection Law.
4 COOPERATION OBLIGATIONS
4.1 Assistance: The Processor shall take any steps reasonably requested by the Controller to assist the Controller to demonstrate compliance with its obligations under Applicable Privacy Laws, including to assist and support the Controller:
4.1.1 in the event of an investigation or other control measures or by any Regulatory Body to the extent that such investigation relates to Controller Personal Data;
4.1.2 in the event of the exercise of any claims by data subjects or third parties related to the processing under this DPA;
4.1.3 in complying with the rights of data subjects, including the right to obtain transparent information, the right to access, rectify, and erase their personal data, restrict, or object to, the processing of their personal data, exercise their right to data portability;
4.1.4 in notifying, consulting with and obtaining approvals from Regulatory Bodies where required; and
4.1.5 in performing data protection impact assessments.
4.2 Data subject rights:
4.2.1 The Processor shall promptly comply with any request from the Controller requiring the Processor to access, amend, transfer or delete any Controller Personal Data.
4.2.2 The Processor must inform the Controller promptly, taking into account the notification requirements imposed on the Controller under the Applicable Privacy Laws, following the Processor’s receipt of any inquiry from a Data Subject with respect to Controller Personal Data.
4.2.3 Provided that the Controller acts in accordance with Applicable Privacy Laws, the Processor shall not respond to any such request referred to in clause 4.2.2 unless expressly authorised to do so by the Controller.
4.3 Regulatory action: The Processor will promptly notify the Controller about:
4.3.1 any binding request addressed to the Processor or any of its Subprocessors for the disclosure of Controller Personal Data by a Regulatory Body unless otherwise prohibited by the applicable law; and
4.3.2 any monitoring activities and measures undertaken by the Regulatory Body, including where a Regulatory Body investigates the Processor for a possible breach of Applicable Privacy Laws.
4.4 Audit rights: The Controller has the right to, on reasonable notice and in a reasonable manner, audit and inspect the implemented technical and organisational measures of the Processor and the Processor’s compliance with this DPA. If the Processor notifies the Controller of a Personal Data Breach, then the Controller shall have the right to perform an on-site audit of the Processor without undue delay. Any audit or inspection undertaken by the Controller shall be at the Controller’s cost.
5 PERSONAL DATA BREACH
5.1 Data breach: To the extent the Processor becomes aware of any Personal Data Breach or if it has reason to believe that a Personal Data Breach may have occurred, then the Processor must:
5.1.1 immediately notify the Controller, taking into account the notification duty requirements imposed on the Controller under the Applicable Privacy Laws;
5.1.2 act immediately to:
(a) investigate the Personal Data Breach and no later than 24 hours after the Processor became aware of the Personal Data Breach, provide the Controller with the information set out in clause 5.2, or if it is not possible to provide all of that information within 24 hours then provide that information in phases without undue further delay; and
(b) with the prior consent of the Controller, take measures to prevent further Personal Data Breaches, and mitigate or remedy the Personal Data Breach.
5.2 Information obligations: The Processor shall summarise in reasonable detail the impact of the Personal Data Breach, including describing to the extent this is known to the Processor:
5.2.1 the nature of the Personal Data Breach;
5.2.2 the categories and numbers of data subjects concerned;
5.2.3 the categories and numbers of personal data records concerned;
5.2.4 the details of any unlawful recipient (including names, addresses and business sectors);
5.2.5 the estimated risk and the likely consequences of the Personal Data Breach; and
5.2.6 the measures taken or proposed to be taken to address the Personal Data Breach.
5.3 Public notice: The Processor shall not issue any public notice that relates to a suspected or actual Personal Data Breach without the Controller’s prior approval unless otherwise required by law.
5.4 Records: The Processor shall maintain records of any actual or suspected Personal Data Breach in accordance with commercially accepted industry practices. The Processor shall make such records reasonably available to the Controller.
6 TECHNICAL AND ORGANISATION MEASURES
6.1 Confidentiality: The Processor will:
6.1.1 ensure that the personal it authorises are under appropriate confidentiality obligations; and
6.1.2 inform its authorised personnel that the Controller Personal Data is only to be processed as instructed by the Controller.
6.2 Data Security: During the processing of Controller Personal Data, the Processor shall take appropriate technical and organisational measures to ensure a level of security appropriate to the risk of a Personal Data Breach.
6.3 Security Measures: The security measures adopted by the Processor shall be as specified in the Privacy Policy.
7 CROSS-BORDER DATA TRANSFERS
7.1 Cross-Border Transfers: The Processor shall not transfer Controller Personal Data to a Third Country, except on written approval of the Controller, including as set out in the Terms and this DPA, and then subject to any additional restrictions reasonably required by the Controller or in compliance with Applicable Privacy Laws.
8 SUBPROCESSORS
8.1 Subprocessors: The Controller gives the Processor general written consent for the Processor to authorise any third party to process Controller Personal Data as a Subprocessor subject to the following conditions:
8.1.1 the Processor must maintain an up-to-date list of the categories and locations of all Subprocessors, and shall make this list reasonably available to the Controller including in the Processor’s Privacy Policy;
8.1.2 the Processor will notify the Controller of any changes in Subprocessors and the Controller has the right to object to any changes to Subprocessors (acting reasonably and recognising that the Processor’s is a SaaS provider); and
8.1.3 the contract entered into between the Processor and a Subprocessor will be on terms which are substantially the same as those set out in this DPA.
9 RETURN OR DESTRUCTION OF INFORMATION
9.1 Return/Destruction: Except as otherwise directed by the Controller, at the earlier of:
9.1.1 termination or expiration of the Terms; or
9.1.2 when requested to do so by the Controller,
the Processor shall hand over to the Controller all Controller Personal Data, and shall erase or destroy related data as described in the Privacy Policy.
10 DEFINITIONS
10.1 Definitions: Unless the context otherwise requires:
Applicable Privacy Laws means the laws protecting the right to privacy with respect to the processing of personal data applicable to the Controller and the Processor, including the General Data Protection Regulation (EU) 2016/679 (GDPR).
Controller means the “Subscriber” (as defined in the Terms).
Controller Personal Data means any personal data in respect of which the Controller is a data controller, including the type of Personal Data and categories of data subjects referred to in the Privacy Policy, and which is processed by the Processor on the instructions of the Controller.
Cross-Border Data Transfer means any transfer of Controller Personal Data to recipients located outside in a Third Country.
Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Controller Personal Data.
Processor means “Landlord Studios” (as defined in the Terms).
Regulatory Bodies means those government departments and regulatory, statutory and other bodies, entities and committees which, whether under statute, rule, regulation, code of practice or otherwise, are entitled to regulate, investigate or influence the matters relating to the security of data, personal data, privacy protection or other laws.
Standard Contractual Clauses means the European Commission’s Standard Contractual Clauses (2010/87/EU).
Subprocessor shall mean any data processor engaged by the Processor (or by any other Subprocessor of the Processor) in order to be able to perform the Services.
Transfer shall mean making Controller Personal Data accessible to any person other than the data subject, including, but not limited to the active transfer of the data, permitting access, also remotely, sharing and publishing.
Third Country means a country or territory which is not a Member State of the European Union or EEA.
10.2 Interpretation: In this DPA where the context permits:
10.2.1 references to data subject, data controller, data processor, identifiable, personal data, processing and special category personal data shall have the same meanings ascribed to them by the Applicable Privacy Laws;
10.2.2 reference to a party shall include that party’s executors, administrators, successors and assigns;
10.2.3 reference to a statute or regulation shall include all amendments and re-enactments thereof;
10.2.4 writing includes electronic communications (including email) and written has a corresponding meaning; and
10.2.5 the clause headings are inserted for ease of reference only and do not affect the construction of this DPA.
