Warning: Undefined variable $post in /home/runcloud/webapps/cumulus-business/wp-content/plugins/oxygen/component-framework/components/classes/code-block.class.php(133) : eval()'d code on line 1

Warning: Attempt to read property "ID" on null in /home/runcloud/webapps/cumulus-business/wp-content/plugins/oxygen/component-framework/components/classes/code-block.class.php(133) : eval()'d code on line 1
This Agreement represents the entire Agreement between Cumulus Business Solutions Ltd and the Customer named on the Order Form overleaf for the provision of new hardware, associated configuration and support. The Customer hereby confirms that the Agreement cannot be modified by its own terms and conditions of business, including any imposed by the Customer’s acceptance or purchase order. The Agreement can be modified from time to time by the Service Provider giving the Customer not less than 28 days’ notice to the Customer; such notice will be given in writing to the Customer. The customer depends on Network Equipment that are maintained by the supplier. This Agreement sets out how Cumulus Business Solutions Ltd will provide support, what activities it will perform and how the client can expect problems with the equipment to be handled.  

1. Definitions

The meanings of various terms set out in the Agreement are:
  • “Agreement” the Agreement between Cumulus Business Solutions and the Customer for the provision of products and services.
  • “Commencement Date” the date when the Service Provider agrees to begin the supply of the contracted for products.
  • “Customer”/”Renter” The person/company/business with whom the contract is made/specified on the Order Form (referred to as “You” and “Your”).
  • “Network Equipment” The products listed on the Order Form that are the subject of the Agreement (referred to as “Equipment”).
  • “Order Form” the attached Customer Order Form setting out details of the products and associated services required.
  • “Service Provider” Cumulus Business Solutions, together with its employees and agents (referred to as “We”, “Us” and “Our”).

2. General

  • 2.1 These conditions shall apply to the Contract to the exclusion of any terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by You or by Us and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on Our behalf. Where We specify terms with You in writing, those terms shall prevail over any conflicting terms in these conditions.
  • 2.2 Any concession made, or latitude allowed by Us to You shall not affect Our strict rights under the Contract.
  • 2.3 If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

3. Provision of products/services

  • 3.1 Cumulus shall provide or procure the provision of the products/services to the Customer in accordance with the details of the Order Form and these conditions. The Customer acknowledges that it is technically impracticable to provide a fault free service and Cumulus does not undertake to do so.
  • 3.2 Where appropriate, you authorise Us, our agents, Our employees or other authorised personnel, to reprogram and/or install access equipment, in order to provide the Services.
  • 3.3 All times, dates and periods given for performance of the contract are given in good faith but without any responsibility on Our part.
  • 3.4 Cumulus Business Solutions Ltd shall have the right to refuse to connect any Customer
  • 3.5 The Customer acknowledges that during the installation of the equipment the Customer may suffer temporary loss of services, and /or interference to any services, which shall be reinstated following installation. Cumulus will not be liable for any loss, interruption or interference during installation.
  • 3.6 Except as otherwise expressly permitted under this Agreement, the Customer may not: (a) modify the Service without Cumulus’s prior written consent; (b) redistribute, copy or use the Service, or transfer rights to the use of the Service to any third party in any way; (c) disclose details of the Service, to any third party without Cumulus’s prior written consent; (d) use the Service except in conjunction with Cumulus’s recommended operating guidelines;
  • 3.7 Cumulus shall use its reasonable endeavours to comply with the Customers reasonable requests in respect of installation but Cumulus’s decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the equipment shall be final and binding.
  • 3.8 Cumulus shall use all reasonable endeavours to provide and install or procure the provision and installation of the equipment at the site so that the products/service can be provided on or before any installation date specified or agreed to by Cumulus. Any installation date is an estimate only and Cumulus shall not be liable for any failure to meet such installation date.
  • 3.9 Installation of the service may be subject to a survey carried out by Cumulus and the service may not be provided where the survey carried out is incomplete or unsatisfactory. Survey’s carried out by Cumulus may be chargeable at the standard rate.

4. Length of the Contract

  • 4.1 The contract for each product/service shall come into force on and with effect from the Commencement Date and shall continue for the minimum duration stated on this Order Form (subject to the other provisions for termination contained in these conditions) In the event that no minimum term is specified a minimum term of 36 months commencing from the Commencement Date shall apply.
  • 4.2 The term of the Contract shall automatically extend for 12 months on the anniversary of the Commencement Date (Extended Term) at the end of the Minimum Term and at the end of each Extended Term, unless either party gives written notice to the other to terminate this Contract at the end of the Minimum Term or the relevant Extended Term, no later than 90 days before the end of the Minimum Term or the relevant Extended Term as the case may be.
  • 4.3 In the event the Customer has ten or less employees condition 4.2 shall not apply. Instead the Contract shall continue, unless terminated earlier in accordance with the provisions of these Conditions, until either party gives 90 days written notice to the other party to terminate the Contract expiring on or after the Minimum Term.

5. Your use of Services

  • 5.1 You undertake not to contravene any relevant regulations or licences regarding the provision and use of the products and services.
  • 5.2 You shall ensure that Your associated apparatus shall at all times conform to the relevant standard or standards (if any) for the time being and We shall not be under any obligation to connect or keep connected any of Your apparatus if it does not conform or if in Our reasonable opinion it is liable to cause death, personal injury or damage to property or to impair the quality of any services provided by Us or to put Us in breach of Our obligations to any third party. You shall also comply with all relevant statutes, regulations or other legislation in force from time to time.
  • 5.3 You undertake to use the Services in accordance with the law, and any licence(s) granted thereunder. You further undertake not to use the Services: (a) as a means of communications for a purpose other than that for which the services are provided; or (b) for the transmission of any material which is defamatory, offensive or of an abusive or obscene or menacing character or is of a nature which if transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual property rights; or (c) for any purpose which We may notify to You from time to time by reason of any relevant legislation which comes into force.
  • 5.4 You shall indemnify Us from all losses, fines, damages, claims, costs and expenses suffered or incurred by Us arising from or in connection with Your use of the Services in contravention of the provisions of this condition 5 or in breach of any other provision of the Contract.
  • 5.5 You shall keep the equipment in good order and repair, ensuring it is properly operational and serviced so that the equipment remains in first class condition. Furthermore, you will ensure that the Service Provider is given remote access to the Equipment to enable maintenance, software updates, fault prevention, and other ongoing works. You undertake to notify Cumulus Business Solutions of any loss or damage to the Equipment immediately and in writing.
  • 5.6 You undertake to notify the Service Provider of any issues or problems with the goods or of any potential changes to Your IT infrastructure in a timely manner.
  • 5.7 You shall not make unauthorised changes to the configuration or set up of the Equipment, software or services. Doing so can amount to a breach of contract, which in turn may permit Us to terminate the contract (see section 10).

6. Our Access to Your Premises of Information by You to us

  • 6.1 To enable Us to perform Our obligations under the Contract: (a) You shall permit or procure permission for Us, our agents, employees and any other persons authorised by Us to have access to Your premises and shall provide such reasonable assistance and information as We shall request from time to time; (b) We will normally carry out work by appointment and during normal working hours but may request that You provide Us access to Your premises at other times, but such requests shall not oblige You to provide such access. (c) At Your request, we may agree to work outside normal working hours and You shall pay our usual charges (details available on request) for complying with such a request.

7. Responsibilites of the Service Provider

  • 7.1 The Service Provider will provide support to the Customer, this will be provided during working hours. These are Monday to Friday between 8am and 5pm, excluding English Bank Holidays, (more details in Section 8)
  • 7.2 The Service Provider will provide support for QoS configuration it must be noted that other factors on the network not under the control of the Service Provider might affect QoS on the network and the Service Provider does not accept liability for any effects these may have.
  • 7.3 The Service Provide will assist the Customer with the programming of VLAN’s for the use of the contracted for equipment.
  • 7.4 The Service Provider will provide updates to relevant software in a timely manner, once they are judged to be safe to release.
  • 7.5 The Service Provider will provide hardware replacement in the event of hardware failure along with all repairs and replacements to equipment necessitated by fair wear and tear, faulty workmanship or faulty hardware.

8. Providing Support

  • 8.1 The Service Provider will offer support on a remote access basis. Visits to the Customer’s premises will only take place if a hardware change is required as part of the contract.
  • 8.2 Additional charges may be levied to the Customer for work required on site, during normal office hours outside of this Agreement at the below rates: a) Call-out, including the first hour £160.00+VAT b) Subsequent half hour or part thereof £40.00 + VAT
  • 8.3 The Service Provider will provide reactive support to the Customer and investigate and respond within 8 working hours Monday to Friday 8am to 5pm.
  • 8.4 The Customer will raise issues only by email or telephone to the standard contact details of the Service Provider. The Service Provider will not be held liable if issues raised by any other manner are not handled with accordance to these terms.
  • 8.5 Issues raised will be managed through three tiers of support: a) Tier One - Where all support requests begin. The issue is recorded and basic trouble-shooting activities performed. b) Tier Two – Where an issue cannot be resolved at Tier One, it will be escalated to Tier Two. At this point the supplier will perform more complex support, using specialist staff as appropriate. c) Tier Three – Where an issue cannot be resolved at Tier Two, a hardware replacement will be provided where appropriate.

9. Suspension of Service by Us

  • 9.1 We may at Our sole discretion without notice suspend forthwith provision of the Services until further notice without compensation in the event that: (a) We are entitled to terminate this Agreement, or (b) We are obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation, the provision of telecommunications services or the establishment of networks or any information provided across them or other competent administrative authority. (c) We need to carry out any emergency works to the network or any equipment installed at Your premises by Us for the purpose of providing the services. (d) The Customer is in serious breach of the terms of this Agreement. Failure to pay the Service Provider by the due date is considered to be a serious breach of the conditions of this Agreement. (e) The Service Provider reasonably believes that the products/services are being used fraudulently. (f) The Service Provider reasonably believes that the products/services are being used for the purposes set out in section 5.3(b) above.
  • 9.2 Where any suspension of the Services is implemented because of Your breach, fault or omission (but not otherwise), You shall reimburse Us for all costs and expenses incurred by Our implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.
  • 9.3 If We exercise Our right to suspend the Services this shall not restrict Our right to terminate the Contract.

10. Liability

  • 10.1 Nothing in this Agreement shall restrict the Service Provider’s liability for death or personal injury resulting from the negligence of the Service Provider, or of its employees, while performing their duties on behalf of the Service Provider.
  • 10.2 In the event that any product/service fails We shall not be obliged to pay any charges incurred by You.
  • 10.3 Nothing in these conditions shall impose any liability upon Us in respect of any non-performance or Services which are not performed in accordance with the Contract arising out of Your own acts, omissions, negligence of default.
  • 10.4 The Service Provider shall not in any event be liable to the Customer or any third party for any indirect, consequential or incidental loss or other damages howsoever arising, or for any loss of revenue, savings or profit. The Customer shall indemnify the Service Provider against any reasonable claims and expenses arising out of any situation.
  • 10.5 The Service Provider shall not be liable to the Customer for any delay in either providing a Commencement Date to the Customer or any other reason for delay in completion.
  • 10.6 The Customer shall indemnify the Service Provider against all reasonable liabilities, claims, damages, losses and expenses arising from the use by the Customer of the products/services in breach of this Agreement.
  • 10.7 It is the Customers responsibility to ensure the security of their equipment. Cumulus Business Solutions does not accept liability for breaches of the Customer’s own telephone system or network, nor any charges that might arise from such a breach.

11. Charges and Payments

  • 11.1 Unless otherwise agreed, You agree to pay for the Services by direct debit. i) The direct debit will usually be taken on the 15th of the month or the next working day.
  • 11.2 You shall pay the price for the Network Equipment as set out in this Order Form. We shall be entitled to increase or decrease the prices subsequent to the placing of the Order in the event that the prices charged to Cumulus by its suppliers or sub-contractor are varied. Any such price variation shall be restricted to the price variation actually suffered or enjoyed by Cumulus.
  • 11.3 We shall prepare and send invoices for charges each calendar month in arrears or in such other form and manner as shall be agreed with You. Charges payable shall be calculated by reference to the order or other details logged by Us and will not be generated with reference to any rates recorded or logged by You, in the absence of manifest error, these invoices will be final and binding.
  • 11.4 The Customer will receive their invoice by email. Cumulus Business Solutions Ltd can provide a printed bill – cost on application, as per Our commitment to reducing paper usage and protecting Our environment.
  • 11.5 Without prejudice to any other rights it may have, We are entitled (both before and after any judgement) to charge daily interest on amounts outstanding 14 days after the date of the Our invoice until payment in full is received, at a rate equal to 4 per cent per annum above the Barclays Bank plc base lending rate as current from time to time. Interest shall continue to accrue notwithstanding termination of the Contract.
  • 11.6 All sums referred to in the Agreement are stated exclusive of Value Added Tax and any other taxes of a similar nature which may from time to time be introduced which shall (if applicable) be charged by Us and payable by You in the same manner as the usage charges.
  • 11.7 The price for the Services shall be due in full to Us in accordance with the terms of the Contract and You shall not be entitled to exercise any set off, lien or any other similar right or claim.
  • 11.8 Where a direct debit mandate is cancelled without giving 14 days written notice an administration fee of £50.00 will be charged.

12. Termination of the Contract

  Written notice to terminate must be sent by email to accounts@cbsl.uk.com
  • 12.1 Notwithstanding any other provision of these conditions, either We or You (without prejudice to its other rights) may terminate the Agreement by giving 90 days written notice to the other in advance of the anniversary of the Commencement Date of the initial contract term stated in the contract, or Extended Term, as defined in 4.1, 4.2, 4.3, and in accordance with and taking into account the following: (a) This Agreement may be terminated immediately by the Service Provider if there is a significant breach of any condition or persistent breach of the terms of this Agreement by the Customer, such notice of termination is to be given in writing. In cases where the Service Provider believes that the breach is capable of remedy then a period of 7 days from the date of notification may be given to remedy the breach. (b) Either party may terminate the Agreement immediately in the event that a receiver, liquidator or trustee in bankruptcy is appointed in respect of either party for the whole or part of their business, or where either party enters into an arrangement with its creditors, or where any proceedings to wind up either parties business have commenced. (c) The Customer may cancel this Agreement prior to the Commencement Date by giving written notice, but will be required to pay any reasonable charges that the Service Provider has incurred to date. (d) Where the Customer terminates this Agreement before the end of the minimum contract period or fails to provide notice of cancellation as at 11.1(a) for any subsequent term, the Customer agrees to pay the Service Provider compensation equivalent to the whole of the rental charges to the end of the minimum contract period or extended term thereof and 35% of any recurring ad-hoc charges. All charges shall be calculated using the average rate from the last three complete months. (e) Where the Customer terminates their agreement, the Customer agrees to pay for any other loss or termination/cancellation or other fees the Service Provider may suffer as a consequence of the cancellation of the product, even if at the end of the initial or renewal term. (f) The Customer may terminate the Agreement immediately upon the giving of notice in writing if there is any material or persistent breach of the Agreement by the Service Provider which is within the Service Provider’s ability to control that has not within the period of seven working days from notification been rectified.
  • 12.2 Where the Customer terminates this Agreement later than 90 days prior to the anniversary of the commencement of the initial contract term stated in the contract, the Customer shall provide a minimum of 90 days written notice of their wish to terminate the Agreement.
  • 12.3 On termination of the Contract for any reason You must pay Us any outstanding charges for Your usage of the Services up to the date of termination.
  • 12.4 Upon termination, it is the Customer’s responsibility to return all Network Equipment as per the items detailed in the order to Cumulus Business’s offices, the Customer will be responsible for the condition of the Equipment until it is received and confirmed to be in good order.

13. Matters beyond reasonable control

  • 13.1 Neither We nor You shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation any act of God. The following is a non-exhaustive list of examples of reasons outside of the control of the parties; Act of God, failure or shortage of power supplies, internet failure, computer viruses, flood, drought, inclement weather, lightning strike, fire, strike or other labour dispute, any Act or omission of Central or Local Government.

14. No liability for loss of profits and data

  • 14.1 We shall not be liable for any costs, claims, damages or expenses arising out of Our negligence or Our breach of contract or statutory duty calculated by reference to Your loss or profits or income or production or by reference to the accrual of any such costs, claims, damages or expenses on a time basis.
  • 14.2 We shall not be liable to You for any costs, claims, damages, or expenses arising as a result of our negligence or for our breach of contractor statutory duty calculated by reference to any loss of anticipated savings or profits whatsoever or for the corruption or destruction of data.
  • 14.3 We shall not be liable to You for any costs, claims, damages, or expenses arising as a result of network or IT problems caused by using equipment, software or services in a way that is not recommended.

15. Limitation of liability

  • 15.1 The Service Providers liability in contract, tort or otherwise shall be limited to and in no circumstances shall exceed a sum equal to one month’s billing for the Services by Us to You based on the average billing for the Agreement by Us to You over the previous 3 calendar months or a sum equal to one month’s actual billing if the contract commenced within 3 months of the date of the claim concerned.

16. Representations

  • 16.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement, or communication or made verbally by any of Our agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.

17. Assignment and sub-contracting

  • 17.1 We may assign the Contract with You or sub-contract the whole or any part of the performance of the Services to any person, firm or company without Your prior written consent.
  • 17.2 You shall not assign or delegate or otherwise deal with all or any of its rights or obligations under the Contract without Our prior written consent.

18. General

 
  • 18.1 This Agreement shall be governed by and interpreted in accordance with English Law and the parties hereby submit to the jurisdiction of the English Courts.
  • 18.2 Implied Terms shall be excluded to the fullest extent permitted by law under any and all circumstances.
  • 18.3 The signature of the Customer on this order will be deemed to be the authorised signatory.
  • 18.4 Failure of either party to exercise or enforce any right within this Agreement shall not be deemed to be a waiver of such right.
  • 18.5 The contract will not become binding until the Customer becomes connected to Cumulus Business Solutions Ltd
  • 18.6 All prices quoted on this form are exclusive of VAT. VAT at the current rate will be added to any invoice or payment that is deducted.
 

Annex 1 - GDPR TERMS

 

Definitions used in GDPR Terms:

 

  • “Data Protection Legislation” (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 (subject to Royal Assent) to the extent that it relates to processing of personal data and privacy; and (iii) all applicable Law about the processing of personal data and privacy
  • “Data Protection Impact Assessment” an assessment by either Party of the impact of the envisaged processing on the protection of Personal Data
  • “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data” “Breach”, “Data Protection Officer” take the meaning given in the GDPR
  • “Data Loss Event” any event that results, or may result, in unauthorised access to Personal Data held by either Party under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.
  • “Data Subject Access Request” a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
  • “DPA 2018” Data Protection Act 2018
  • “GDPR” the General Data Protection Regulation (Regulation (EU) 2016/679)
  • “LED” Law Enforcement Directive (Directive (EU) 2016/680);
  • “Protective Measures” appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it;
  • “Schedule” the schedule attached to this Annex 1 forming part of this Letter and titled: ‘Schedule of Processing, Personal Data and Data Subjects’
  • “Sub-processor” any third Party appointed to process Personal Data on behalf of either Party related to this Agreement.
 

Data Protection

  1. The Parties acknowledge the only processing of personal data that either party is authorised to do is in relation to the purchase, installation and maintenance of telephony and data services provided by Cumulus Business Solutions Ltd.
  2. Either Party shall immediately notify the other Party if it considers that any received instructions infringe the Data Protection Legislation.
  3. Both Parties shall provide all reasonable assistance in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may include: (a) a systematic description of the envisaged processing operations and the purpose of the processing; (b) an assessment of the necessity and proportionality of the processing operations in relation to the Services; (c) an assessment of the risks to the rights and freedoms of Data Subjects; and (d) the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.
  4. Both parties shall, in relation to any Personal Data processed in connection with its obligations under this Agreement: (a) process that Personal Data only in accordance with the Schedule, unless required to do so otherwise by Law. If it is so required, the processing party shall promptly notify the other party before processing the Personal Data, unless prohibited by Law; (b) ensure that it has in place Protective Measures, which have been reviewed and approved as appropriate to protect against a Data Loss Event having taken account of the: (i) nature of the data to be protected; (ii)harm that might result from a Data Loss Event; (iii) state of technological development; and (iv) cost of implementing any measures; (c) ensure that: (i) the processing Party’s Personnel do not process Personal Data except in accordance with this Agreement (and in particular, the Schedule); (ii) it takes all reasonable steps to ensure the reliability and integrity of any Personnel who have access to the Personal Data and ensure that they: (A) are aware of and comply with duties under this clause; (B) are subject to appropriate confidentiality; (C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the other party or as otherwise permitted by this Agreement; and (D) have undergone adequate training in the use, care, protection and handling of Personal Data. (d) not transfer Personal Data outside of the EU unless the prior written consent of the other party has been obtained and the following conditions are fulfilled: (i) the transferring Party has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37); (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) the transferring Party complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to meeting its obligations); and (iv) the transferring Party complies with any reasonable instructions notified to it in advance by the other party with respect to the processing of the Personal Data; (e) at the written direction of the originating Party, delete or return Personal Data (and any copies of it) to the originating Party on termination of the Agreement unless the receiving Party is required by Law to retain the Personal Data.
  5. Subject to clause 1.6, either Party shall notify the other Party immediately if it: (a) receives a Data Subject Access Request (or purported Data Subject Access Request); (b) receives a request to rectify, block or erase any Personal Data; (c) receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation; (d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement; (e) receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or (f) becomes aware of a Data Loss Event.
  6. Either Party’s obligation to notify under clause 1.5 shall include the provision of further information to the other Party in phases, as details become available.
  7. Taking into account the nature of the processing, both Parties shall provide the other Party with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 1.5 (and insofar as possible within the timescales reasonably required) including by promptly providing: (a) full details and copies of the complaint, communication or request; (b) such assistance as is reasonably requested by the other Party to enable compliance with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation; (c) on request, any Personal Data it holds in relation to a Data Subject; (d) assistance, as requested, following any Data Loss Event; (e) assistance, as requested, with respect to any request from the Information Commissioner’s Office, or any consultation either Party has with the Information Commissioner's Office.
  8. Both Parties shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where either Party employs fewer than 250 staff, unless: (a) either Party determines that the processing is not occasional; (b) either Party determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR, or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and (c) either Party determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
  9. Both Parties shall allow for audits of its Data Processing activity by the other Party or their designated auditor.
  10. Either Party shall each designate a data protection officer if required by the Data Protection Legislation.
  11. Before allowing any Sub-processor to process any Personal Data related to this Agreement, the Party must: (a) notify the other Party in writing of the intended Sub-processor and processing; (b) obtain the written consent of the other Party; (c) enter into a written agreement with the Sub-processor which give effect to the terms set out in this clause, such that they apply to the Sub-processor; and (d) provide the other Party with such information regarding the Sub-processor as may be reasonably required.
  12. Each Party shall remain fully liable for all acts or omissions of any Sub-processor it employs to process data.
  13. Cumulus Business Solutions Ltd may, at any time on not less than 30 Working Days’ notice, revise this clause 1 by replacing it with any applicable standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).
  14. The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. Cumulus Business Solutions Ltd may, on not less than 30 Working Days’ notice to the other Party, amend this Agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

Annex 1 - Schedule of Processing, Personal Data and Data Subjects

  1. The Parties shall comply with any further written instructions with respect to data processing.
  2. Any such further instructions shall be incorporated into this Schedule.
Schedule of Proccessing, Personal Data and Date Subjects Table
Cumulus Business Solutions is a service provider of business communications solutions offering bespoke packages to meet your needs.
Company Number: 11652301
crosschevron-down