Terms and Conditions
COMMA SUBSCRIPTION AGREEMENT
THESE TERMS AND CONDITIONS (“SUBSCRIPTION TERMS”) TOGETHER WITH ANY SUBSEQUENT ORDER MADE THROUGH THE APP OR WEBSITE (WHERE APPLICABLE) (“ORDER”) CONSTITUTE A LEGAL AGREEMENT AND CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND/OR THE CUSTOMER (INCLUDING ANY AUTHORISED USER) DETAILED IN THE APPLICABLE USER ACCOUNT PROFILE (“CUSTOMER”, “YOU”, “YOUR”) AND COMMA PAYMENTS LIMITED INCORPORATED AND REGISTERED IN ENGLAND WITH COMPANY NUMBER 12162141 AND ADDRESS AT 191 WOOD LANE, LONDON, UNITED KINGDOM, W12 7FP (“COMMA”, “WE”, “US” “OUR”) (THE “AGREEMENT”).
COMMA IS AN AGENT FOR YAPILY CONNECT LTD., INCORPORATED AND REGISTERED IN ENGLAND AND WALES AT REGISTERED OFFICE 2 WESTLAND PLACE, N17LP WITH REGISTERED NUMBER 11598433. YAPILY CONNECT IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (“FCA”) AS AN AUTHORISED PAYMENT INSTITUTION WITH PERMISSION TO PROVIDE PAYMENT SERVICES (FIRM REFERENCE NUMBER 827001).
COMMA’S AGENT REFERENCE NUMBER WITH THE FCA IS 959159.
COMMA IS A REGISTERED DISTRIBUTOR OF PAYRNET LTD FOR THE PROVISION OF THE VIRTUAL ACCOUNT SERVICE, INCORPORATED AND REGISTERED IN ENGLAND AND WALES AT REGISTERED OFFICE 138 HOLBORN HOLBORN, LONDON, EC1N 2SW WITH REGISTERED NUMBER 09883437 (“PAYRNET”). PAYRNET IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (“FCA”) AS AN ELECTRONIC MONEY (“E-MONEY”) INSTITUTION WITH PERMISSION TO ISSUE E-MONEY AND PROVIDE PAYMENT SERVICES (FIRM REFERENCE NUMBER 900594).
BY USING ALL OR ANY PORTION OF THE SOFTWARE AND THE SERVICES CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO SUCH USE. CUSTOMER AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER. IF CUSTOMER DOES NOT AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT THEN IT SHOULD NOT USE ANY PART OF THE SOFTWARE OR THE SERVICES. COMMA AND CUSTOMER HEREBY AGREE AS FOLLOWS:
- 1. Definitions and Interpretation
- 1.1. The following definitions and rules of interpretation apply in this Agreement:
1.1.1. "Account Provider" means third party banking partners which Comma has partnered with for the purpose of providing the Solution.
1.1.2. “App” means any authentication application software operated by Comma and through which the Solution is delivered.
1.1.3. “Authorised Users” means those employees, agents and independent contractors of Client or Clients 's Authorised Users who are approved by Client to use the Solution. This definition extends to an accountant or bookkeeper authorised to act on the Clients behalf to engage with and use the Comma platform.
1.1.4. “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
1.1.5. "Client" means a business engaged with Comma who is authorised pursuant to this Agreement to access and use the Solution, and who has been approved by Comma and has agreed to these Pay With Comma Terms. Comma deals with Clients directly and the Client is not permitted to act as an agent on behalf of Comma for any purpose.
1.1.6. “Confidential Information” means (without limitation) all confidential information (however recorded or preserved) disclosed by one party or its employees, officers, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms of this Agreement, the business, affairs, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, services, know-how, technical information or trade secrets of the disclosing party.
1.1.7. “Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and appropriate technical and organisational measures” shall have the meaning as defined in the Data Protection Legislation.
1.1.8. “Client Data” means the data, which shall include without limitation, the Payment Information and all other content and information uploaded or submitted to the Services by Clients or its Primary and/or Authorised Users, excluding any Derived Data.
1.1.9. “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679), the UK GDPR and the Data Protection Act 2018, which apply to the Processing of Personal Data pursuant to this Agreement.
1.1.10. “Derived Data” means any data which is derived from the Clients or its Primary and/or Authorised Users use of the Solution or the Processing of Client Data, which shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data (except where such Personal Data has been anonymised) and any Client Confidential Information.
1.1.11. “Designated Account” means the account you hold with the Account Provider which you use to fund the Virtual Account.
1.1.12. “Documentation” means those printed or online instructions, manuals, screens and diagrams distributed or otherwise provided by Comma that pertain to the Software or use of the Solution.
1.1.13. "Fees" means the fees payable by Client to Comma for use of the Solution as notified to the Client prior to a payment transaction.
1.1.14. “Force Majeure Event” has the meaning set out in clause 16.9.
1.1.15. “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trademarks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.1.16. "Payee" has the meaning given to it in clause 4.15.
1.1.17. “Payment Information” means any data relating to any payments or transactions processed by the Clients or its Primary and/or Authorised Users using the Solution; Personal Data; company details; account information from the Clients ’s selected payment accounts; and payment transaction information.
126.96.36.199. This may include:
(i) Payee sort code and account numbers
(ii) Payment values (GBP)
(iii) Payment processing date
(iv) Payer account number and sort code
(v) Current Payer account balance - to assess future balance status following the payment
(vi) Payment processing status - as derived from AIS information to confirm the ultimate success or failure of the payment to the beneficiary
1.1.18. “Primary User” is the person named as primary contact on sign up – (Accountant on behalf of client or client if signed up direct)
1.1.19. “Settlement Value” means the amount of money needed from the Client to fund the Virtual Account in order for all payments to be made to Payee’s.
1.1.20. “Software” means Comma's payment system software (including any related Websites, Apps or APIs, or any related software), operated by Comma for the purpose of providing the Solution.
1.1.21. "Solution" means the Pay with Comma Solution which Clients or its Primary and/or Authorised Users access via a Third Party Provider to consolidate, display and share certain information from their selected payment accounts and use the Software to initiate payment orders with respect to their selected payment accounts held at another payment service provider.
1.1.22. “Specification” means the functional specification for the Pay with Comma Solution as set out in the Documentation.
1.1.23. "Third Party Provider" means the third party provider application, website or product on which you can access the Solution via the API.
1.1.24. “UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
1.1.25. “Virtual Account” means the account Comma opens with its banking partner in order to receive funds from your Designated Account and make payments to Payee’s in accordance with your instructions.
1.1.26. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.1.27. “Website” means any website operated by Comma through which the Services are delivered.
- 1.2. Capitalised terms not defined where they first appear in this Agreement have the meaning given in clause 1.1.
- 1.4. This Agreement shall start on the date on which you first use the Solution. This includes creating a payment run for the first time through a partner integration and the authorisation of connection to 3rd party providers.
- 1.5. If your annual turnover and/or annual balance sheet total exceeds €2 million and you have at least ten (10) employees (“Large Enterprise”), then you acknowledge that you are not a consumer or micro-enterprise within the meaning of the Payment Services Regulations 2017; and you agree that:
- 1.5.1. none of the provisions of Part 6 of the Payment Services Regulations 2017 applies to this Agreement;
- 1.5.2. regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Payment Services Regulations 2017 do not apply to this Agreement.
- 1.6. This Agreement is concluded in the English language and all communications (including any notices or the information being transmitted) shall be in English. In the event that the Agreement is translated into any other language (whether for the Clients or its Primary and/or Authorised Users convenience or otherwise), the English language text of the Agreement shall prevail.
- 1.7. In this Agreement:
- (i) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement;
- (ii) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
- (iii) a reference to writing or written includes e-mail; (iv) references to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement; (v) any words following the terms including, include, in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- 1.8. During the term of this Agreement, you may request a copy of the current form of these terms and we will provide you with a copy
- 2. How The Solution Works
- 2.1. If you wish to make a initiated payment to a Payee via the Solution then you will need to confirm the following details (“Initiated Payment Details”):
- 2.1.1. Certain details in relation to your Nominated Account (including security details which your Account Provider will require for the purposes of strong customer authentication); and
- 2.1.2. the amount of the initiated payment.
2.2. Using the provided details, Comma will assess the available functionality of your bank account to support the payment run created by the Authorised User.
2.2.1. This request is prompted by Comma where a payment run is identified to be unable to be processed by the Primary User’s existing bank account due to known limitations
2.2.2. Comma tracks and aligns to all bank specific information which is advised to Clients as part of our Support Hub
188.8.131.52. Payment limits are not applied by Comma but by each financial institution a Client may link to, Comma facilitates payments proposed by you under the assumption you have taken sufficient care to create the payment run in line with your banks advised limitations, or the payment is likely to fail
2.2.3. Dependent on the available functionality of the banks Open Banking APIs, Comma will offer you the ability to make the payment directly through Open banking or to open a Virtual Account to facilitate onward payment to the named beneficiaries of the payment run.
2.3. Where Open Banking is appropriately supported by the Clients bank, Comma will bring the authorised user through to their bank portal to complete a Strong Client Authentication journey to consent to authorise movement of funds from their bank account using the Open Banking Payment Initiation Service (PIS)
2.3.1. If the initiated payment relates to a transaction that is to be executed by your Account Provider immediately, you will not be able to cancel the initiated payment after you have provided your confirmation. If you have approved the Initiated Payment during a business day, it will be considered as received by us and approved by you on that day.
2.4. Where Open Banking does not provide sufficient functionality (i.e bank does not support bulk PIS payments), Comma will offer the Clients the option to Open a Virtual Account
2.4.1. this initiates additional information capture fields to facilitate further ID&V checks to be made against the Client
2.5. Once you have passed the relevant eligibility and KYC checks set-out in clause Comma will open a Virtual Account in your name.
2.6. You will be notified in the App once a Virtual Account has been opened and be asked to send a payment instruction to Comma containing the necessary payment order information set out in clause 2.1 to enable us to:
2.7. calculate the Settlement Value;
2.8. correctly identify each Payee; and
2.9. reconcile the correct amounts payable to each Payee.
2.10. Once we have calculated the Settlement Value you will be asked in the App to consent to initiate a settlement value payment via the Account Provider from your Designated Account into the Virtual Account.
2.11 Payments are then initiated using the Open Banking Payment Initiation Service (PIS) which will take you through to your bank account to authorise the payment using the banks security controls to the Virtual Account held by Comma in your businesses name
2.11.1 Comma is authorised to provide PIS and Account Information Services (AIS) as an agent of Yapily Connect
2.12. Once this payment has been initiated and the funds received into the Virtual Account, Comma considers the payment run to be authorised we will initiate payments from the Virtual Account to Payees in line with your instructions.
2.13. We will never hold funds in the Virtual Account and any funds which do not reach the nominated Payee will be returned immediately to your Designated Account.
2.14. You will be informed of all successful and failed transactions via the App.
2.15. You acknowledge and agree that the successful execution of an initiated payment is dependent upon the cooperation of your Account Provider and the correct functioning of the banking infrastructure. Once we have submitted the Initiated Payment Details to your Account Provider, the execution of the initiated payment is the responsibility of your Account Provider and we are not responsible for any delays in this respect.
3. Access to the Software and use of the Services
- 3.1. Subject to Client paying the Fees and complying with clause 3 and the other terms and conditions of this Agreement, Comma hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence for the duration of the relevant payment transaction to access and use the Solution, and to permit Authorised Users to access and use the Solution solely for the purpose of making a payment transaction. Consent tokens are maintained for a period of 3 months following the last active use of the platform.
- 3.2. Client acknowledges that its access and use of the Solution shall be conditional upon the Client's compliance with any separate terms and conditions with any payment service provider who provides the Clients or its Primary and/or Authorised Users ’s selected payment account(s) and with any Third Party Provider.
- 3.3. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, Client shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
- 3.4. Client shall not, and shall not attempt to (and shall procure that Clients and Authorised Users shall not, and shall not attempt to: (i) access all or any part of the Services in order to build a product or service which competes with the Solution; (ii) subject to clause 15.1, make the Services available to any third party except to Clients and Authorised Users, or (iii) attempt to obtain, or assist third parties in obtaining, access to the Solution, other than as provided under this clause 2.
- 3.5. Client acknowledges and agrees that Comma has no control over third party content made available to you by Third Party Providers and accepts no legal responsibility for any such content, material or information provided to you by Third Party Providers.
- 3.6. The rights provided under this clause 3 are granted to Client only and shall not be considered granted to any subsidiary or holding company of Client.
- 4. Customer Obligations
- 4.1. Client shall cooperate with Comma in all respects in relation to its use of the Solution. Client will grant to Comma access to information as reasonably required by Comma to fulfil its obligations under this Agreement from time to time.
- 4.2. The Client hereby authorises Comma to connect to Account Providers to retrieve information requested by you or otherwise available from such Account Providers and agree that the Account Provider and Comma shall be entitled to rely on the foregoing authorisation in order to initiate payment transactions via the Solution.
4.3. Comma cannot be responsible for the accuracy of data it receives from the Account Provider and you must ensure that it is (and continues to be) accurate. If at any time you choose not to link to a Account Provider you will stop receiving information from that Account Provider which may affect elements of the Solution provided by Comma. Comma cannot be responsible for any inaccuracies caused by you no longer having access to data or by data not being up-to-date.
4.4. Client shall ensure that:
- 4.4.1. all use of the Services (whether by Clients or Authorised Users) complies with the terms and conditions of this Agreement and all applicable laws;
- 4.4.2. its network and systems comply with the relevant Specifications necessary for the operation of the Services, as may be communicated to Customer by Comma from time to time, and Customer shall be solely responsible for procuring and maintaining all network connections and telecommunications links from its systems to Comma's data centres.
- 4.5. To be eligible to use the Services, you must be:
- 4.5.1. an individual over the age of 18 who is resident in the UK; or
- 4.5.2. a company incorporated in the UK;
4.6. You must not register on the Solution more than once or register on the Services on behalf of another person or any entity without that entity's prior written authorization. You must not impersonate or try to impersonate another person when providing us with information.
4.7. Upon registration and initial access, we will check your identity by reference to public and privately available databases in line with industry standards such to reasonably verify the identity of the company, its representatives and their standing in the eyes of appropriate regulatory forces. Provided the correct authentication is present for any successive use of the platform, we will assume that Client is the person giving instructions and making transactions and you will be liable for them, except to the extent provided for in clause 4.8. If you disclose the login details to any other person or entity whom you employ or otherwise retain, appoint or authorise to access the Solution on your behalf, you are also responsible and liable for any access, use or misuse or disclosure of your Login details or Solution by such person or entity.
4.8. You must take all reasonable steps to keep your login details safe and you must not disclose them or allow them to be used by anyone else
4.9. If you think that someone else may have access to, or be using, the Solution on your behalf without your consent, you must tell us immediately by emailing firstname.lastname@example.org. You may be asked to provide information to enable us to verify your identity. Following satisfactory completion of the verification process, we will immediately prevent further unauthorised use, including blocking the use of the login details and issue replacements.
4.10. You certify that all information you provide through the sign up process is accurate. You must have a valid email address registered with us at all times. If an email that we send to you should bounce for any reason, your use of the Solution may be temporarily suspended until you contact us with a verifiable address.
4.11. We can refuse to act on any instruction that we believe: (i) was unclear; (ii) was not given by or with your authority; (iii) might cause us or any of our partners to breach a legal or other duty; or (iv) involves the use of the Solution for an illegal purpose.
4.12. Subject to the provisions of clauses 14 and 15, unless and until you notify Support that you believe that someone else can use the Solution by impersonating you:
4.12.1. you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
4.12.2. we will not be responsible for any unauthorised access to confidential information about you in the Solution.
4.13. If we believe you have acted fraudulently, or if we believe you have intentionally or with gross negligence failed to keep your means of interacting with us or the Solution secure and confidential at all times, we will hold you liable for all transactions and any associated fees.
4.14. We will do all that we reasonably can to prevent unauthorised access to the Solution. Provided you have not breached the other terms contained in this clause 4, we will accept liability for any loss or damage to you resulting directly from any unauthorised access to the Solution (see clause 16 of this Agreement for limits on our liability).
4.15. You agree to provide us or your account payment service provider (as the case may be) with the necessary payment order information, including support documents requested, such as invoice(s) and/or related contract with the person or entity you intend to pay (“Payee”).
4.16. Except as required by applicable laws, we shall not be responsible, and you will be solely responsible, for: (i) compiling and retaining permanent records of all your use of the Solution, and (ii) reconciling all transaction activity between your own system or device and the Solution.
4.17. Upon the termination of this Agreement for any reason, we shall have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with the Services (but we may do so to comply with our obligations under applicable laws).
- 5. Restrictions on use of the Services
- 5.1. Client undertakes that it shall permit Comma to monitor Client’s use of the Solution. Comma shall be entitled to increase or decrease any Fees charged to the Client for use of the Solution at its sole discretion.
- 5.2. If the Client exceeds any applicable Solution restrictions, Comma will subsequently charge Client additional Fees.
- 5.3. We may restrict or suspend your use of the Solution without notice if: we identify or suspect that suspicious, fraudulent or illegal activities are being carried out in relation to your use of the Solution; if we believe you have not complied with this Agreement; or in the event of exceptional circumstances which prohibit the normal operation of the Solution.
- 5.4. Unless it would be unlawful for us to do so or it is impracticable, where we stop or suspend the use of the Solution in accordance with clause 5.3, we will notify you of this and our reasons for doing so, by sending an email to the email address you have provided to us. Where it is not possible to notify you before we stop or suspend the Solution, we will notify you as soon as possible afterwards. We will reinstate your access to the Solution or initiate any suspended payment order as soon as practicable after the reasons pursuant to clause 5.3 no longer apply or exist.
- 5.5. We may record the telephone calls with you, as well as any use or attempted use of the Solution and any digital communications with you and, if necessary, to use the recordings as evidence of such calls, sessions or communications.
- 6. Customer Data and Derived Data
- 6.1. Client shall own all right, title and interest in and to all of Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of Client Data.
- 6.2. Comma may use Client Data to improve the performance and functionality of the Software or develop improvements, updates, upgrades, modifications and derivative works thereof. Comma shall own all rights, title and interest in and to all of the Derived Data.
- 6.3. Comma may track and analyse Client’s and any Primary and/or Authorised Users use of the Solution for the purposes of security to comply with Regulatory or legal requirements and to help Comma improve the Solution or the Software.
- 6.4. Both parties will comply with all applicable requirements of the Data Protection Legislation in respect of any Personal Data Processed pursuant to this Agreement, including those requirements set out at Schedule 1. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. Comma and Client agree that for
- 6.4.1. any on-going services provided by Comma to a Client using Personal Data provided by the Client, the Client is the Controller and Comma is:
- (i) in respect of handling the Client's account details and any other actions where Comma determines the processing, an independent Controller; and
(ii) in the respect of processing any personal data provided by the Client solely on the Client's instructions, the Processor of the Client; and
6.4.2. any on-going services provided by Comma to a Client using data provided by the Partner, each of the Partner and Comma are independent Controllers in respect of that data.
6.5. Client shall indemnify and hold harmless Comma from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claims that the processing and use of Client Data in accordance with this Agreement infringes or misappropriates any third party rights or breaches Data Protection Legislation.
- 7. Comma’s Obligations
- 7.1. Comma shall:
- (i) provide the Solution to Client on and subject to the terms of this Agreement with reasonable care and skill and in accordance with the rules of the Financial Conduct Authority (“FCA”) and all applicable laws and regulations;
- (ii) use commercially reasonable endeavours to ensure that the Solution conforms to the Specification; and
- (iii) make the Solution available in accordance with any standard applicable service levels.
- 7.2. Client acknowledges that the Solution may evolve over time and that functionality may be added or removed by Comma from time to time.
- 7.3. Comma shall not be liable for any breach of its obligation in clause 7.1 to the extent any non-conformance with the Specification is caused by use of the Software or the Solution contrary to Comma’s instructions, or modification or alteration of the Software or the Solution by any party other than Comma or Comma’s duly authorised contractors or agents. If the Solution does not conform materially with the Specification, Comma will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Client's sole and exclusive remedy for any non-conformance.
- 7.4. Comma does not warrant that Client's use of the Solution will be uninterrupted or error-free, or that the Solution and/or the information obtained by Client through the Solution will meet Client's requirements. Comma is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Client acknowledges that the Solution may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- 7.5. This Agreement shall not prevent Comma from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.
- 8. Subscription Fees and Payment
- 8.1. Customer shall pay the Subscription Fees set out in any subsequent Order in accordance with this clause 8.
- 8.2. The Client shall provide one or more authorised payment methods which the Client authorises Comma to charge the Fees for the Solution in accordance with this clause 8. The Client is responsible for providing complete and accurate billing and contact information to Comma and notifying Comma of any changes to such information.
- 8.3. Fees may be collected via a payment processor as notified to Client from time to time. Comma may with due notification collect fees on a per payment basis by adding additional charges to a payment run made payable to Comma. If any payment is not successfully settled due to expiration, insufficient funds or otherwise, Client shall immediately settle all applicable payments. For some payment methods, the processor or issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the payment method, which shall be due and payable by Client. Client may be required to accept the terms and conditions of the issuer of the payment method or the third party payment processor to make the relevant payment.
- 8.4. If Comma has not received payment by the due date, and without prejudice to any other rights and remedies of Comma, Comma may, without liability, disable Clients or its Primary and/or Authorised Usersaccess to all or part of the Solution until the invoice(s) concerned are paid in full. Interest shall accrue on a daily basis on any overdue amounts at an annual rate equal to 4% above the Bank of England’s base rate (or a minimum of 4% if such base rate falls below 0%), commencing on the due date and continuing until fully paid, whether before or after judgement.
- 8.5. Fees are payable in the currency detailed in any subsequent Order and are non-cancellable and non-refundable. Fees are stated exclusive of value added tax, which shall be added to Comma’s invoice(s) at the appropriate rate.
- 9. Compliance with Laws and Regulations
- 9.1. Customer shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this Agreement.
- 10. Intellectual Property Rights
- 10.1. As between the parties, all Intellectual Property Rights in and to the Software, the Derived Data, and the Solution shall belong to, and shall remain vested in, Comma or its licensors.
- 10.2. Without prejudice to clause 10.1, to the extent that Customer’s , a Client's, or any Authorised User’s use of the Services results in any modifications, adaptations, developments, or any derivative works of or to the Software or the operation of the Software or Services (“Improvements”), notwithstanding any rights or remedies of Comma under this Agreement, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by Comma.
- 10.3. Comma makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Software.
- 10.4. Comma shall defend Client against any third-party claims that the use of the Solution in accordance with this Agreement infringes any third party Intellectual Property Right and shall indemnify Client for and against any amounts awarded against Client in judgment or settlement of such claims, provided that (i) Comma is given prompt notice of such claim; (ii) Client provides reasonable co-operation to Comma in the defence and settlement of such claim, at Comma’s expense; (iii) Comma is given sole authority to defend or settle the claim; and (iv) Client makes no admission of liability or fault itself or on behalf of Comma. This clause is subject to the limitations set out in clause 16 below.
- 10.5. In the defence or settlement of any claim pursuant to clause 10.4 above, Comma may at its sole option and expense either:
- 10.5.1. procure for Customer the right to continue using the Software or the Services in the manner contemplated by this Agreement,
- 10.5.2. replace or modify the Software or Services as applicable so that it becomes non-infringing, or
- 10.5.3. terminate this Agreement forthwith by notice in writing and without liability to Customer.
- 10.6. Comma shall not in any circumstances have any liability (including in respect of the indemnity provided under clause 10.4) if the alleged infringement is based on: (i) modification of the Software by anyone other than Comma; or (ii) Clients or its Primary and/or Authorised Users ’s use of the Software otherwise than in accordance with this Agreement or in a manner contrary to the instructions given to Client by Comma in connection therewith; or (iii) Clients or its Primary and/or Authorised Users use of the Software after notice of the alleged or actual infringement from Comma or any appropriate authority; or (iv) use or combination of the Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred.
- 10.7. Client shall defend Comma against all or any costs, claims, damages or expenses incurred by Comma in respect of any third party claims relating to Clients or its Primary and/or Authorised Users use of the Software of the Solution otherwise than in accordance with this Agreement, provided that
- (i) Client is given prompt notice of such claim;
- (ii) Comma provides reasonable co-operation to Client in the defence and settlement of such claim, at Client’s expense;
- (iii) Client is given sole authority to defend or settle the claim; and
- (iv) Comma makes no admission of liability or fault itself or on behalf of Client.
- 11. Confidential Information
- 11.1. Each party agrees to keep confidential, and not to use for any purpose other than the performance of its obligations under this Agreement, all Confidential Information of the other party.
- 11.2. Each party will only disclose or reveal any of the other party’s Confidential Information disclosed to it to:
- (i) those of its personnel who are required in the course of their duties to receive and consider the same for the purpose for which it is supplied (provided that each party shall ensure that any such personnel to whom it discloses the other party's Confidential Information comply with this clause 11.2); and
- (ii) any court, governmental or administrative authority competent to require the same, or as required by any applicable law, legislation or regulation (provided the disclosing party is given the opportunity to discuss and agree any possible limitations or restrictions on disclosure in advance to the extent permitted by law).
- 11.3. The provisions of clauses 11.1 and 11.2 shall not apply to information that: (i) is or becomes generally available in the public domain otherwise than arising in connection with a breach of this obligation by the recipient; (ii) is lawfully in the recipient's possession free of any restrictions as to its use or disclosure at the time of disclosure by the disclosing party; (iii) is lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or (iv) is independently developed without access or reference to any information disclosed by the disclosing party.
- 11.4. The provisions in this clause 10 shall survive termination or expiry of this Agreement.
- 12. Suspension
- 12.1. Without prejudice to any other rights or remedies to which Comma may be entitled and provided it would be lawful to do so, if Comma knows or has reasonable grounds to suspect that Client is acting in breach of its obligations under this Agreement (including failure to pay any Fees), Comma may notify Client in writing accordingly and may suspend Clients or its Primary and/or Authorised Users access to the Solution until such breach can be remedied or until Comma is satisfied, acting reasonably, that its suspicions are unfounded.
13. Terms and Termination
13.1 .The duration of this Agreement will remain in force from the Effective Date for the duration of the Term, unless terminated earlier in accordance with this clause 13.
13.2. If the Client is not a Large Enterprise:
- 13.2.1 the Customer may terminate the Agreement by notifying us not later than 1 (one) month in advance;
- 13.2.2. we may terminate the Agreement by notifying the Customer not later than 2 (two) months in advance.
- 13.3. If the Customer is a Large Customer, either party may terminate this agreement by giving at least two months’ notice in writing to the other.
- 13.4. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
- 13.4.1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ten (10) Business Days after being notified in writing to make such payment;
- 13.4.2. if the other party commits a material breach of any term of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so; or
- 13.4.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to cease to carry on business.
- 13.5. Notwithstanding clause 5.3, without prejudice to any other rights or remedies to which Comma may be entitled and provided it would be lawful to do so, if Comma knows or has reasonable grounds to suspect that Client is acting in breach of its obligations under this Agreement (including failure to pay Subscription Fees), Comma may notify Client in writing accordingly and may suspend Clients or its Primary and/or Authorised Users access to the Services until such breach can be remedied or until Comma is satisfied, acting reasonably, that its suspicions are unfounded.
- 13.6. On termination of this Agreement for any reason:
- (i) all licences granted under this Agreement shall immediately terminate;
- (ii) each party shall return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the other party;
- (iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
- (iv) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
- 14. Exclusion of Warranties
14.1 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. Client acknowledges that the Software and the Solution and any information provided by or on behalf of Comma are provided to Client on an "as is" basis.
- 15. Unauthorised or Defective Payment Transactions
- 15.1. If you believe you did not authorise a particular payment transaction or that it was incorrectly initiated, you must contact the Account Provider who operates the payment account from which payment was taken without undue delay, as soon as you notice the problem. If you contact our Client services team, we will refer you to your Account Provider. Depending on the circumstances, our Support team may require you to provide certain additional information.
- 15.2. In order to reclaim an unauthorised or incorrectly executed payment transaction, you must notify your Account Provider without undue delay after becoming aware of the unauthorised or incorrect transaction and in any event no later than thirteen (13) months after the debit date of the payment transaction. It is your Account Provider’s responsibility to provide a refund, if appropriate, and subject to its agreement with you. If your Account Provider believes we should be liable, the Account Provider can then seek compensation from us.
- 15.3. Neither we nor your Account Provider will be liable to refund any unauthorised or incorrectly executed payment transaction immediately where we have reason to believe that the incident may have been caused:
- 15.3.1. by a breach of contract;
- 15.3.2. through gross negligence; or
- 15.3.3. where we have reasonable grounds to suspect fraud.
- 15.4. We shall not be held liable for a payment transaction that has been incorrectly executed if you have failed to notify us of a problem in accordance with the provisions of clause 4.9
- 15.5. In certain circumstances, we or your Account Provider may refuse to initiate a payment order that you have authorised (for example where there is a breach of this Agreement or there is concern regarding fraud or security). Unless it would be unlawful for us to do so, where we refuse to initiate a payment order for you, we will notify you as soon as reasonably practicable that it has been refused and the reasons why it has been refused, together where relevant, with the procedure for correcting any factual errors that led to the refusal. We may charge you for each such notification depending on the circumstances in each case.
- 15.6. Where we believe that the incorrect payment was due to our error in respect of the part of the initiated payment we were responsible for, we will refund the incorrectly initiated payment back to the Nominated Account
- 15.7. Any dispute arising under this clause 15 will be dealt with as a complaint under clause 18.
- 16. Limitation of Liability
- 16.1. This clause 16 sets out the entire financial liability of Comma to Customer arising under or in connection with this Agreement.
- 16.2 Subject to the provisions of clause 16.3 and 16.4, in case of an unauthorised payment transaction or a payment transaction that was incorrectly executed due to an error by us, you must notify your account payment service provider under clause 15.1 and 15.2, who may then seek compensation from us.
- 16.3. We shall not be liable under clause 16.2:
- 16.3.1. where the unauthorised Payment Transaction arises from: (i) your failure to keep your Passcodes safe, secure and confidential; or (ii) any breach of this Agreement you, or your negligence or wilful misconduct;
- 16.3.2. if you fail to notify us without undue delay of any event that could reasonably be expected to have compromised the security of the Service after you have gained knowledge of such event; or
- 16.3.3. you fail to dispute and bring the unauthorised or incorrectly executed Payment Transaction to your account payment service provider’s attention within the relevant time specified in clause 16.2.
- 16.4. You acknowledge and accept that:
- 16.4.1. the Solution is subject to any constraints or limitations stipulated by the FCA or applicable laws; and our authorisation by the FCA including through partner agreements and ability to provide crucial elements of the Solution is dependent on and subject to their continued consent, over which we have no control; and
- 16.4.2. our ability to provide the Solution depends on the continued provision of essential components provided by third party suppliers including but not limited to providers of processing and other services, over which we have no control.
- 16.5. By facilitating payment transactions Comma shall not be deemed to have assumed any liability that any you or a Payee may have incurred in relation to the payment transaction or the purpose for which it is made. Comma shall not be responsible for the safety, legality, quality or any other aspect of any transactions or goods and services for which you might be using the Solution to disburse the proceeds of or otherwise pay or receive funds.
- 16.6. Comma hereby excludes all liability for any delays, delivery failures, or any other loss or damage that arises from any delay or error in the transfer of any data over any communications facilities, including the internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- 16.7. Except as expressly and specifically provided in this Agreement, Client assumes sole responsibility for its Clients', and Authorised Users' use of the Solution, and for any conclusions drawn or results obtained from such use. Comma shall have no liability for any damage caused by errors or omissions in any information, or any actions taken by Comma at Client's direction or in respect of any Payment Information submitted to the Solution.
- 16.8. Nothing in this Agreement excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.
- 16.9. Subject to clause 16.8, Comma shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary losses or damages, whether foreseeable or unforeseeable, including loss of profit, loss of business, loss of goodwill, loss of or corruption of data, loss caused or contributed to by any employee, agent, contractor or representative of Client or a Client, loss caused as a result of the Solution or the Software being unavailable as a result of planned downtime for the Solution or the Software as notified to Client, loss arising from any failure of Client’s infrastructure and/or utilities, loss caused as a result of the Solution being unavailable caused by a Force Majeure Event, or loss caused by the failure or delay of any third party application or service or network, however arising under this Agreement. Comma’s entire, aggregate liability in contract, tort (including negligence, misrepresentation, restitution or breach of statutory duty) arising out of or relating to this Agreement shall be limited to the total Fees paid during the twelve (12) months immediately preceding the date on which the claim arose.
- 17. Assignment
- 17.1. Customer shall not, without the prior written consent of Comma, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Comma may, on notice to Customer assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without requiring any further consent from Customer (subject to the Customer’s right of termination, including in relation to any variations to this Agreement).
- 18. Complaints
- 18.1. Any complaints about Comma or the Solution must be addressed to Comma in the first instance by contacting email@example.com. Comma will make every possible effort to reply, addressing all points raised, within an adequate time frame and at the latest within 15 Business Days of receipt of the complaint, in a form which enables Client to store the information in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored. In exceptional situations, if the answer cannot be given within 15 Business Days for reasons beyond its control, Comma shall send a holding reply, clearly indicating the reasons for a delay and specifying the deadline by which Client will receive the final reply, which shall not exceed 35 Business Days.
- 18.2. The complaint may ultimately be referred to the Financial Ombudsman Service, details of which can be found at www.financial-ombudsman.org.uk and who can be contacted at The Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London E14 9SR, United Kingdom.
- 18.3. A complainant may wish to address a complaint to the payment service provider under which Comma is an agent. Such complaints may be addressed to Yapily Connect head office at 1 Fore St Ave, Barbican, London EC2Y 9DT, United Kingdom.
- 19. General
- 19.1. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- 19.2. Force Majeure. Neither party is responsible for failure to fulfil its obligations under this Agreement, except for any payment obligations, due to causes beyond its reasonable control that directly or indirectly delay or prevent timely performance, if such delay or failure results from events beyond that party's reasonable control (“Force Majeure Event”). Dates or times by which each party is required to render performance under this Agreement shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by such causes.
- 19.3. Notices. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be deemed to have been received:
- (i) if delivered by hand at the time the notice is left at the proper address;
- (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
- (iii) if sent by email, at 9.00 am on the next Business Day after transmission, in the absence of a failed delivery receipt.
Notices shall be sent to:
In the case of Comma, in writing to:
in your case: in writing to the address or email address provided to us on registration, as updated by you from time to time.
19.4. The parties shall notify each other of any change in their contact details for notices as set out in this clause.
- 19.5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). We may periodically make changes to this Agreement and shall notify you by posting a revised version of the Agreement on the Website and emailing you at your email address registered with us. The revised terms including the changes will take effect two (2) months following such notice ("Effective Date"). You will be deemed to have accepted the changes if you continue to use the Solution after the Effective Date. If you reject the changes, you cannot use the Solution. We will only make changes:
19.5.1.where we consider that a change will make these this Agreement clearer and no less favourable to you; or
19.5.2. to reflect new, or changes to existing, systems, technology, products, services or business processes; or
19.5.3. to help meet the cost of changes in our funding or working capital requirements; or
19.5.4. to implement changes required by applicable law, industry codes of practice or decisions of any court, arbitrator or the Financial Ombudsman Service.
- 19.6. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 19.7. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
- 19.8. Relationship. Each of the parties to this Agreement is an independent contractor and nothing contained in this Agreement shall be construed to imply that there is any relationship between the parties of agents or of principal/agent or of employer/employee nor are the parties engaging in a joint venture and accordingly neither of the parties shall have any right or authority to act on behalf of the other, nor to bind the other by contract or otherwise, unless expressly permitted by the terms and conditions of this Agreement. The parties acknowledge that the arrangements between them are non-exclusive. Nothing contained in this Agreement shall prohibit either of the parties from conducting business activities with other third parties.
- 19.9. 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 the terms and conditions of this Agreement.
- 19.10. Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.
- 19.11. Jurisdiction. Each party irrevocably agrees that the courts of the United Kingdom shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Data Processing Schedule
- 1. Interpretation. Capitalised terms used in this Schedule and not otherwise defined in the Agreement shall bear the meaning given to them in the Data Protection Legislation.
- 2. Data Processing Obligations. The parties acknowledge and agree that for:
- 2.1. any on-going services provided by Comma to a Client using Personal Data provided by the Client, the Client is the Controller and Comma is:
- 2.1.1. in respect of handling the Client's account details and any other actions where Comma determines the processing, an independent Controller; and
- 2.1.2. in the respect of processing any personal data provided by the Client solely on the Client's instructions, the Processor of the Client; and
- 2.2. any on-going services provided by Comma to a Client using data provided by the Partner, each of the Partner and Comma are independent Controllers in respect of that data.
- 3. Comma’s Processing obligations
- 3.1. To the extent that Comma Processes any Personal Data on behalf of Customer in connection with Customer use of the Services, Comma shall:
- 3.1.1. only Process such Personal Data in accordance with the purposes set out in the Agreement and notify Customer immediately if in its opinion Customer instructions infringe applicable law;
- 3.1.2. maintain a record of its Processing activities under the Agreement in accordance with and to the extent required by Article 30(2) GDPR, and Comma shall at any time upon request, deliver up to Customer details of such Processing activities;
- 3.1.3. ensure that access to any such Personal Data is restricted to those of its personnel who need to have access in order to make the Services available in accordance with the Agreement and who are subject to confidentiality obligations in respect of the Personal Data;
- 3.1.4. notify Customer without undue delay if it suffers a Personal Data Breach, if it receives any Data Subject Request relating to the Personal Data, and shall:
- (i) not respond to the Data Subject Request without Customer prior written consent and in accordance with Customer instructions; and
- (ii) shall provide such assistance as Customer may reasonably require in respect of such Personal Data in order for Customer to comply and respond to the Data Subject Request in accordance with the Data Protection Legislation;
- 3.1.5. provide reasonable assistance to Client in inputting into and carrying out data protection impact assessments and, to the extent required under the Data Protection Legislation, prior notification under Article 36 of GDPR. Comma will provide a sufficient level of support to the Client in completing any data protection impact assessments and reserves the right to charge for any assistance in excess of reasonable effort and
- 3.1.6. ensure that it has implemented appropriate organisational and technical measures in order to comply with its obligations under this paragraph 3.
- 3.2. To the extent legally permitted, Client shall be responsible for any costs arising from Comma’s provision of assistance beyond the existing functionality of the Solution.
- 3.3. Comma is permitted to engage a sub-processor to Process any of the Personal Data on Client behalf in connection with Client use of the Solution. Client pre-approves Comma’s use of third party processors for the purposes of fulfilling its obligations. Comma shall:
- 3.3.1. inform Client prior to the appointment or removal of any such sub-processor, thereby giving Client an opportunity to object to the appointment or removal. If Client objects on reasonable grounds, Comma shall either: (i) alter its plans to use the sub-processor with respect to Personal Data; or (ii) take corrective steps to remove Client objections. If none of the above options are reasonably available or the issue is not resolved within thirty (30) days of the objection, either party may terminate the Agreement;
- 3.3.2. ensure that such sub-processor is subject to a written agreement which imposes on it binding contractual obligations which are equivalent to the terms imposed on Comma under this Schedule to the extent required by Data Protection Legislation; and
- 3.3.3. ensure that the sub-processor’s Processing of such Personal Data terminates upon termination of Comma’s right to Process the data,
provided that Comma shall be liable for the acts and omissions of such sub-processors in relation to the Processing of such Personal Data.
- 3.4. Client acknowledges that Comma and its sub-processors may Process Personal Data outside of the UK or EEA. Comma will abide by the requirements of the Data Protection Legislation regarding the transfer and Processing of Personal Data from the UK and EEA.
- 3.5. Client approves Comma's transfer of Personal Data outside the UK and EEA. Provided that where such processing occurs:
3.5.1. the Processing of Personal Data is in a territory which is subject to a current finding by the UK's Information Commissioner's Office and/or the European Commission (as applicable) under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals;
3.5.2. Comma participates in a valid cross-border transfer mechanism under the Data Protection Legislation including appropriate data protection agreement terms, so that Comma (and, where applicable, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Data Protection Legislation; or
3.5.3. otherwise ensures that the transfer complies with the Data Protection Legislation.
- 3.6. Upon termination or expiry of this Agreement, Comma shall cease all Processing of any Personal Data Processed on Client's behalf under this Agreement and shall return or destroy all such Personal Data.
3.7. In order to demonstrate Comma’s compliance with the Data Protection Legislation and the terms of this Schedule, Comma shall:
- 3.7.1. provide Client with such information as Client reasonably requests from time to time to enable Client to satisfy itself that Comma is complying with its obligations under this Schedule and the Data Protection Legislation; and
- 3.7.2. allow Client, at Client's sole cost and expense access (on reasonable notice and no more than once a year) to its premises where Personal Data is Processed under the Agreement to allow Client to audit its compliance with this Schedule and the Data Protection Legislation and shall provide reasonable co-operation as requested by Client in the performance of such audit. The parties shall agree in advance on the reasonable start date, duration and security and confidentiality controls applicable to such audit.
- 4. Obligations of Customer
- 4.1. Customer shall:
- 4.1.1. have at all times during the Term of the Agreement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect any Personal Data;
- 4.1.2. provide clear and comprehensible written instructions to Comma for the Processing of Personal Data to be carried out under the Agreement; and
- 4.1.3. ensure that the Client has all the necessary licences, permissions, consents and notices in place to enable lawful transfer of Personal Data to Comma for the duration and purposes of the Agreement.
- 1. Nature and Purpose of Processing. Comma will Process Personal Data as necessary to perform its obligations pursuant to the Agreement
- 2. Duration of Procession. Comma will Process Personal Data for the Term of the Agreement.
- 3. Categories of Data Subjects. Client may submit Personal Data to the Solution, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: Data Subjects signed up to use the Services through an account.
- 4. Type of Personal Data. Client may submit Personal Data to the Solution, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to the following types of Personal Data: Payment Information, names, email addresses, dates of birth, addresses and other ancillary contact details of Data Subjects.