Last updated: 7 September 2026
Simple Foundry Ltd is a private limited company registered in England and Wales, company number 16441488, whose registered office is at 128 Newlaithes Road, Horsforth, Leeds, England, LS18 4SY (referred to as "the Company/we/us/our").
These Terms and Conditions apply to all Services provided by us.
Contact: peter@simplefoundry.co.uk
1.1 This agreement (Agreement) governs any products and services (Services) provided to you by Simple Foundry Ltd.
1.1.1 This Agreement is between Simple Foundry Ltd and the person or entity agreeing to these terms (you). This Agreement does not apply if you have a written agreement executed by Simple Foundry Ltd for the provision of the Services, in which case such agreement will govern your use of the Services.
1.1.2 You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then "you" in the remainder of this Agreement means your company, and you warrant that you are properly authorised to bind your company to this Agreement.
1.1.3 You agree to the terms of this Agreement when you submit an Order, accept a Proposal, create an account to access or use a Service or click on the "I agree" button that is presented to you at the time of submitting your Order. If you do not agree with this Agreement, do not click the "I agree" button and stop using the Service. This Agreement becomes binding on the date that Simple Foundry Ltd accepts your Order or first makes the Services available to you, whichever is earlier (Commencement Date).
2.1 This agreement comprises
2.1.1 the terms specified in the relevant order form/Proposal/contractor agreement completed pursuant to section (13) (Order)
2.1.2 the terms and deliverables (one-off or retained), pursuant to section 3 (Services) documented in a proposal, which unless otherwise stated, remains open for acceptance for a period of 30 days and sets out our entire scope of works (Proposal);
2.1.3 these terms and conditions (General Terms);
2.1.4 the Simple Foundry Ltd policies, being the Privacy Notice and the Cookie Policy published on our website, and any other policies or terms referenced in this Agreement (Simple Foundry Ltd Policies).
2.2 Your acceptance of our Proposal, electronically or otherwise, or the placement of an Order, creates a legally binding Contract (Contract) between you and us, and includes the acceptance of these Terms and Conditions, which will apply between you and us.
2.3 You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal reflects your requirements. Our Proposal is based on the information provided to us at the time we prepare it. Should any errors or discrepancies become evident which affect the order value, we reserve the right to adjust it.
2.4 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.5 If any of the terms listed in this section (2) are inconsistent, the terms first listed will have priority to the extent of any inconsistency.
3.1 The Services comprise any of the following, as specified in an Order or Proposal:
3.1.1 AI Readiness and Governance for EHS: facilitated workshops, readiness assessment against a stated clause set, use-case triage, governance design and a readiness verdict, with an optional roadmap;
3.1.2 Data and Insight Transformation: diagnostic and prescriptive work on your EHS data estate, measurement system, indicators and reporting;
3.1.3 System Selection and Switch Advisory: buyer-side requirements capture, structured vendor evaluation, and adoption or switch planning for EHS software;
3.1.4 Simplification and Ownership Transformation: programmes mapping and redesigning EHS processes and the arrangements that govern them;
3.1.5 EHS Team Competency and Resilience: competency framework design or critique, evidence-graded team capability mapping, resilience and succession findings, and development pathways;
3.1.6 speaking engagements, keynotes, conference sessions and panel appearances;
3.1.7 where offered, digital content and subscription products including courses and video-learning (Subscription Services); and
3.1.8 any other products or services specified in an Order.
3.2 The Services exclude:
3.2.1 any data, information, content or other materials of any type that you provide to us, or that are generated on your behalf, in connection with the Services (Your Data);
3.2.2 any modifications made by you or on your behalf to materials we provide (Your Modifications); and
3.2.3 any hardware not supplied by us.
3.3 Where an Order includes Subscription Services, sections 3.4, 13.5, 14.2 and 17.2 apply to those Subscription Services only. Nothing in those sections applies to a fixed-fee engagement, and no fixed-fee engagement renews automatically.
3.4 We reserve the right to make changes to any Subscription Services from time to time, including functionality, features, performance and usability. We will notify you of any change that reduces functionality or features in any material respect, or if a Service is discontinued and not replaced by a substantially equivalent one. If we have notified you under this section (3), you may terminate the affected Subscription Services on notice within 30 days of that notice, and we will refund any prepaid, unused Fees for them. Nothing in this section (3.4) limits our ability to make changes required to comply with applicable law, to address a material security risk, or to avoid a substantial economic or technical burden.
3.5 Unless permitted by law or expressly permitted in this Agreement, you must not (nor encourage, authorise or assist any third party to):
3.5.1 rent, lease, distribute, license, sublicense, sell, transfer, assign or otherwise provide access to the Services to a third party;
3.5.2 reproduce, modify, adapt or create derivative works of the Services, or remove or tamper with any disclaimers or other legal notices in them;
3.5.3 incorporate the Services into any service that you provide to a third party; or
3.5.4 use the Services to create a service that competes with them.
3.6 You must promptly notify us in writing of any breach of the above conditions of use.
3.7 For small-scale works, we will invoice per the scope established in the Proposal and/or Order. However, we reserve the right to request payment up front and in any case, we will withhold any documentation we have prepared until we have received payment for our Services in full.
3.8 For larger projects, our payment terms are as follows, unless otherwise stated in the Proposal (and/or Order), or mutually agreed with final written confirmation from Simple Foundry Ltd:
3.8.1 60% deposit due on acceptance of our Proposal and/or Order;
3.8.2 40% due, split equally across each month the scope of work within the Proposal and/or Order extends to. We reserve the right to invoice by way of staged payments and/or issue this final invoice where our part of the work has been carried out but where we are waiting for you or any third party to complete it.
3.9 If we have agreed to provide (on-site) Services, it will be your responsibility to provide the venue and facilities required for us to carry out the Services. If we have included for a set number of participants, then if that number increases or decreases, you will need to notify us no later than 3 days in advance of the relevant session and this may result in additional costs being levied and/or the cancellation of the session, which will be subject to the cancellation provisions in section 14. You are responsible for the participants at all times. Should the behaviour of any participant prove disruptive at any stage we will be entitled, at our sole discretion, to request the immediate removal of said participant from this and any future session.
4.1 Simple Foundry Ltd may offer certain Services to you at no charge, including (but not limited to) free accounts, Third Party Products, trial use, and access to pre-release, early release and beta products (No-Charge Services). You agree that pre-release, early release and beta products are still in development and may contain errors and bugs. Your use of No-Charge Services is subject to any additional terms that Simple Foundry Ltd specifies from time to time and is only permitted for the period designated by Simple Foundry Ltd, or if no such period is designated, 30 days. Simple Foundry Ltd may terminate your right to use No-Charge Services at any time and for any reason in Simple Foundry Ltd's sole discretion, without liability to you.
5.1 Our Services are not directed at, nor to be used by, persons under the age of eighteen. You are responsible for ensuring that everyone you nominate to take part in or receive the Services meets that requirement.
5.2 You must provide all relevant disclosures to, and obtain all relevant consents from, the individuals you nominate to take part in or receive the Services, to allow us to provide the Services, including our use, collection and sharing of information in accordance with our Privacy Notice.
5.3 Where a Service requires a named account, each account must not be shared, and you are responsible for all activity carried out under accounts issued to you or to individuals you nominate, including maintaining the confidentiality of the associated passwords.
6.1 Simple Foundry Ltd and its licensors have and retain all rights, title and interest, including all intellectual property rights, copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names anywhere in the world (Intellectual Property Rights) in and associated with the Services.
6.2 Simple Foundry Ltd agrees to grant and hereby grants to you, a non-exclusive, royalty free, perpetual and worldwide right and licence to use Simple Foundry Ltd's Intellectual Property Rights, in Your Data, in respect of the delivered Services outlined within the Proposal (and/or Order). But, Simple Foundry Ltd retains all rights to reproduce, use, and sublicense its Intellectual Property Rights to third parties.
6.3 You grant to Simple Foundry Ltd a non-exclusive, worldwide, limited term, royalty-free, sublicensable licence to access, use, modify, reformat, publish, process, copy, distribute, export, and display Your Data to the extent required to enable Simple Foundry Ltd to provide the Services to you. Simple Foundry Ltd may collect data and other information relating to your use of the Services, including Your Data (Usage Data), and Simple Foundry Ltd may use (during and after the Term) such Usage Data to for its internal business purposes, including to improve, support and operate the Services, generate aggregated data sets and for reporting and analysis. Simple Foundry Ltd may only disclose Usage Data in an aggregated form in a manner that does not identify any individual.
6.4 Not used.
6.5 If you or your End Users choose to submit feedback to us, you grant to Simple Foundry Ltd a worldwide, perpetual, irrevocable, royalty-free licence to use, modify, publish, process, copy, distribute, export, and display, and make and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback, and waive all moral rights you or your End Users may have in such feedback.
7.1 This section related to the downloading of shared materials from a platform that Simple Foundry no longer operates. It has been removed. Section numbering is unchanged so that cross-references elsewhere in this Agreement remain accurate.
8.1 You warrant that Your Data and Your Modifications:
8.1.1 comply with the Simple Foundry Ltd Policies, including the Acceptable Use Policy;
8.1.2 are not false, misleading or inaccurate;
8.1.3 do not infringe third party rights (including Intellectual Property Rights and privacy rights), that you own all rights, title, and interest, including Intellectual Property Rights, in Your Data and Your Modifications and that you have otherwise secured all necessary rights in Your Data and Your Modifications as may be necessary to grant the licenses pursuant to this Agreement;
8.1.4 comply with all applicable laws; and
8.1.5 are not infected with viruses or any other malicious computer code, files or programs.
8.2 You acknowledge and agree that Simple Foundry Ltd may remove Your Data or Your Modifications from the Services and Simple Foundry Ltd's websites if we suspect (acting in good faith) that any of the warranties set out in section (8) are or are likely to be untrue. To the extent practicable, permitted by law and provided it does not pose a risk to Simple Foundry Ltd or other users, Simple Foundry Ltd will notify you of any removal under section (8).
8.3 You must ensure that you obtain all necessary consents from relevant individuals for the use of their Personal Information contained within Your Data in order for Simple Foundry Ltd to provide the Services to you.
8.4 You acknowledge and agree that you are responsible for preparing and maintaining backups of Your Data and Your Modifications.
8.5 You must indemnify, defend and hold Simple Foundry Ltd and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with: your breach of section (5) (minimum age), section (5) (End User consent), and section (8) (Your Data). Simple Foundry Ltd agrees to provide: (i) prompt written notice to you of any such claim; (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of Simple Foundry Ltd at your expense.
9.1 You may choose, in your sole discretion, to integrate the Services with third party products or services (Third Party Products). If you choose to use any Third Party Products in connection with the Services, Simple Foundry Ltd may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider. Simple Foundry Ltd is not responsible for any access to or use of Your Data by such third party providers. SIMPLE FOUNDRY LTD DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.
9.2 Simple Foundry Ltd may provide you with access to connector/s to facilitate the interoperation of our Services with Third Party Products used by you. Your use of such connector/s will be subject to any additional terms that Simple Foundry Ltd specifies from time to time. Provided that you promptly notify Simple Foundry Ltd in writing of any error in respect of the functioning of connector/s, Simple Foundry Ltd will use commercially reasonable endeavours to resolve the error with such connector/s within a reasonable period. You understand and agree that Simple Foundry Ltd is not liable or responsible for the functionality, reliability, availability, quality or performance of Third Party Products or the interoperability of such Third Party Products with the Services (a connection with a Third Party Product may become unavailable or no longer function properly as a result of changes made by the third party provider). Any support and maintenance for a Third Party Product will be provided by the relevant third party provider (and not by Simple Foundry Ltd). To avoid doubt, Simple Foundry Ltd is not responsible for any connector/s built by any party other than Simple Foundry Ltd or its subcontractors.
9.3 No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.
10.1 We use artificial intelligence tools in the course of preparing and delivering the Services, for example in research, analysis, drafting and document production.
10.2 Where we do so, the following apply without exception:
10.2.1 a competent person reviews every output before it forms part of any deliverable or any advice given to you. No unreviewed output reaches you;
10.2.2 we remain fully responsible for the Services and for every deliverable, exactly as if no such tool had been used;
10.2.3 the tools we use are configured so that your information is not used to train the provider's models; and
10.2.4 we do not use such tools to make, or materially to influence, any decision about an identified individual.
10.3 We will not input any of the following into such a tool without your prior written agreement:
10.3.1 personal data relating to your workers, your customers or any other individual;
10.3.2 special category personal data as defined by the UK GDPR, including data concerning health; or
10.3.3 information you have identified to us in writing as restricted.
10.4 Where you agree in writing that we may process personal data in such a tool, that processing is carried out in accordance with Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement), and we will tell you which providers are involved before we begin.
10.5 You may tell us in writing at any time that you do not wish artificial intelligence tools to be used on your engagement, either in full or for particular categories of information. We will confirm the effect on timescales or fees before continuing, and we will not treat your instruction as a change to scope.
10.6 Where a deliverable contains material that was substantially generated by such a tool, we will tell you.
10.7 Output generated by such tools is not verified by the provider and does not represent the provider's views. Our review under section (10.2.1) is what you rely on, and our responsibility for the deliverable under section (10.2.2) is unaffected.
11.1 In this Agreement, Confidential Information of a party (Disclosing Party) means information that is identified as confidential at the time of or shortly after disclosure or would be reasonably known by the other party (Receiving Party) to be confidential due to the nature of the information disclosed or the circumstances surrounding its disclosure, including information about the Disclosing Party's business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include information: (i) which is in the public domain (such as Shared Materials) other than through a breach of confidence; (ii) is independently created by, or on behalf of, the Receiving Party without any reference to the Confidential Information and prior to receipt of such Confidential Information; (iii) is rightfully known by the Receiving Party prior to receipt from the Disclosing Party, as evidenced by the Receiving Party's written record; or (iv) is rightfully obtained by the Receiving Party from a third party without breach of a confidentiality obligation.
11.2 Receiving Party must keep confidential and not disclose to any third party Confidential Information of the Disclosing Party, with the exception that a Receiving Party may disclose such Confidential Information:
11.3 To:
11.3.1 a third party with the prior written consent of the Disclosing Party; and
11.3.2 the Receiving Party's, or affiliates or subsidiaries of the Receiving Party's, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers, (Representatives) provided that such Representatives are subject to confidentiality obligations no less stringent than under this Agreement in relation to that Confidential Information and have a need to know such Confidential Information; and
11.4 Where the Receiving Party is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the Disclosing Party written notice prior to disclosure if permitted by law and makes only such disclosure as is legally compelled.
11.5 Receiving Party must only use Confidential Information of the Disclosing Party for the purpose for which it was disclosed in connection with this Agreement, and shall remain responsible for the compliance of its Representatives to whom Confidential Information has been disclosed with their respective confidentiality obligations.
12.1 Simple Foundry Ltd implements appropriate technical and organisational measures to ensure the appropriate security of Your Data, including ensuring that any personal data within Your Data is protected against unauthorised or unlawful processing, accidental loss, destruction or damage. Simple Foundry Ltd's technical and organisational security measures are available upon request, using the contact form.
12.2 Simple Foundry Ltd complies with privacy and data protection laws applicable to the provision of the Services to you under this Agreement. We collect, use, and disclose any personal data we collect from you or your End Users in accordance with the Simple Foundry Ltd Privacy Notice.
12.3 You will comply with all applicable privacy and data protection laws and are responsible for ensuring that you have obtained all individual consents required for Simple Foundry Ltd to provide the Services, including from your End Users.
12.4 Where (i) the EU General Data Protection Regulation 2016/679 (GDPR) or (ii) California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA), (Civil Code Section 1798.100, et seq.) (CCPA); or (iii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of Your Data, the terms of Simple Foundry Ltd's Data Processing Agreement (set out in Appendix 1 and Appendix 2) will apply.
12.5 Simple Foundry Ltd will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (Malicious Code) into the Subscription Services. To avoid doubt, Simple Foundry Ltd is not responsible for any Malicious Code introduced by you or your End Users.
12.6 Other than as expressly noted in this section (12), you acknowledge that:
12.6.1 the Services have not been designed to meet the requirements of laws or standards that may apply to you in respect of Your Data, including without limitation, the Health Insurance Portability and Accountability Act 1996, the Payment Card Industry Security Standards, or any other law or standard applicable to the handling, storage, processing, transfer, security or location of Your Data in any jurisdiction; and
12.6.2 it is your responsibility to satisfy yourself that your use of the Services will allow you to meet any legal obligations applicable to you in respect of Your Data, and Simple Foundry Ltd disclaims all liability for your non-compliance with any such laws or standards arising from your use of the Services.
13.1 To use the Services you must complete an Order by either:
13.2 Completing the online order page (Online Order) which contains details of:
13.2.1 the Services being offered
13.2.2 the applicable fees (Fees)
13.2.3 the number of paid End User Accounts that will form part of your organisation in respect of Subscription Services (if applicable);
13.2.4 the Subscription Term applicable to any Subscription Services;
13.2.5 the applicable billing details, and the currency in which you will be billed; and
13.2.6 if applicable, details of any hardware or other products made available by Simple Foundry Ltd in the future you wish to order; or
13.3 Execute a paper-based quote, Proposal (and/or Order), order form or statement of work (Order Form) provided by Simple Foundry Ltd which sets out the relevant information in section (13.2).
13.4 Submit a recorded outline of expected deliverables across a defined timeline, accepted and delivered by Simple Foundry Ltd as a contractor for your business (Contractor Agreement).
13.5 You may subscribe to the Subscription Services by choosing an annual subscription. Your subscription will renew on an annual basis, as applicable.
14.1 You must pay all Fees for the Services in accordance with the rates, currency and billing cycle or payment milestones set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.
14.2 For all Orders for the Subscription Services, Simple Foundry Ltd will bill you for the applicable recurring Fees in advance. For all Orders for Services (other than Subscription Services), Simple Foundry Ltd may bill you on a "fixed-fee" or "time and materials" basis, as specified in the relevant Order.
14.3 Where Orders are defined and agreed upon, but incur reasonable and associated costs (Expenses), including but not limited to: subsistence, travel, and accommodation. These will be invoiced as additional factors during the associated Order activities, per the Proposal (and/or Order) or otherwise documented expectation, aligning to the payment terms outlined within this Section (14).
14.4 You may add End Users or other Services during your Subscription Term by placing a new Order or by adding End Users through functionality provided within the Services. If you add End Users through the Services, we will bill you for the applicable Fees in arrears based on the total number of End Users at the end of the relevant calendar month. Unless otherwise specified in the Order or at the time of the purchase, Simple Foundry Ltd will charge you for any additional End Users or Services (including if you exceed any limit on End Users specified in a then-current Order) at the then-current rates, prorated for the remainder of the Subscription Term. You will not receive a refund or credit for removing End Users or Services once they have been added to Your Account(s).
14.5 If you elect to pay by credit card or debit card, Simple Foundry Ltd will charge you the applicable Fees immediately, unless otherwise mutually agreed and documented in writing. If you elect to pay by invoice, you must pay all invoiced Fees within thirty (30) calendar days after the date of invoice.
14.6 The time of payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right which we may have, we will have the right to suspend the Services, suspend any permissions granted under section 9.2 where applicable, and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will be calculated cumulatively on a daily basis and will run from day to day and accrue after as well as before any judgment. We will also charge for any costs we incur in attempting to recover any outstanding debt.
14.7 The Fees payable by you for our Services exclude any duties, customs fees, or taxes (other than Simple Foundry Ltd's income tax), including any VAT, GST or other applicable sales tax (Taxes). To the extent that such Taxes are applicable, you must pay us such Taxes in addition to the Fees. If you have obtained an exemption for such Taxes, you must provide Simple Foundry Ltd with any information Simple Foundry Ltd reasonably requests to determine whether Simple Foundry Ltd is obliged to collect Taxes from you, including your relevant Tax identification number. You will pay Simple Foundry Ltd for the Services without any withholding for Taxes. If you are required to withhold Taxes by law, you will pay such additional amounts as are necessary so that the net amount received by us after such withholding will be equal to the full amount that we would have received if no withholding had been required.
15.1 Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by Simple Foundry Ltd to you are provided on an "as is" basis, and Simple Foundry Ltd does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided by Simple Foundry Ltd to you, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Services will be uninterrupted or error free, or that all defects will be corrected.
15.2 Not used.
15.3 To the maximum extent permitted by law, in no event will Simple Foundry Ltd be liable in connection with this Agreement, whether in contract, tort, equity, statute or otherwise for:
15.3.1 your misuse of the Services, acts or omissions of your personnel;
15.3.2 Service outage or interruption, or any damage or losses, arising from networks or websites outside of Simple Foundry Ltd's control;
15.3.3 any injury, damage to property, or loss to any person in relation to your use of the Services; or
15.3.4 subject to section (12), breach of any law applicable to your business activities, including but not limited to any work health and safety or food safety law, in connection with your use of the Services.
15.4 To the maximum extent permitted by law, in no event will, whether in contract, tort, equity, statute or otherwise:
15.4.1 either party be liable in connection with this Agreement for loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, and any other form of indirect, incidental, special or consequential or punitive damages, even if a party has been advised of the possibility of such damages or if a party's remedy otherwise fails of its essential purpose; or
15.4.2 either party's aggregate liability for any claims in connection with this Agreement exceed the total Fees actually paid by you under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.
16.1 Subject to section (16), Simple Foundry Ltd will defend you against any third party claim alleging that the Services and/or Subscription Services infringes any copyright or any patent (a Claim), and will indemnify you against any damages and costs finally awarded by a court of competent jurisdiction or any settlement amounts agreed in writing by Simple Foundry Ltd, provided that you provide Simple Foundry Ltd:
16.1.1 prompt written notice of any such claim;
16.1.2 the exclusive right to control and direct the investigation, defence, or settlement of such claim; and
16.1.3 all reasonably necessary cooperation and assistance in the defence and investigation of the Claim at Simple Foundry Ltd's expense.
16.2 In the event of a Claim, Simple Foundry Ltd may, in its sole discretion:
16.2.1 procure the right for your continued use of the Subscription Services in accordance with this Agreement;
16.2.2 replace the Subscription Services with a similar service with materially equivalent functionality; or
16.2.3 terminate your Order in respect of the Subscription Services affected by the Claim and refund any prepaid, unused Fees in respect of the terminated Subscription Services.
16.3 The indemnity obligation in this section (16) will not apply to the extent that any Claim arises:
16.3.1 in connection with your use of No-Charge Services;
16.3.2 as a result of misuse of the Services, Subscription Service or use of the Subscription Service with any third party data (including any Shared Materials), or in combination with any Third Party Products other than that for which the Services and/or Subscription Services were designed or provided;
16.3.3 as a result of modification to the Service made by any party other than Simple Foundry Ltd or its subcontractors; or
16.3.4 in connection with circumstances covered by your indemnification obligations under section (8.5).
16.4 THIS SECTION (16) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND SIMPLE FOUNDRY LTD'S SOLE LIABILITY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICES AND/OR SUBSCRIPTION SERVICES.
16.5 The copyright and other intellectual property rights in all documentation, podcasts, videos, content, applications, and other materials produced under the contract (Materials) is, and will remain, our property.
16.6 We will grant you a non-exclusive, royalty free, perpetual and worldwide right and licence to use the Materials (and Simple Foundry Ltd's Intellectual Property Rights) we have produced under the Proposal and the Agreement, subject to the following terms:
16.6.1 The licence will become effective once we have delivered the final version to you and, subject to the provisions of this section (13), will continue from that date for the duration of copyright protection (which will be the life of the author plus 70 years under Section 12 of the Copyright, Designs and Patents Act 1988);
16.6.2 The licence will apply only to the final version in the current form it was sent to you and will not extend to any draft versions or other materials viewed by you;
16.6.3 The licence does not give you any editorial permission, therefore it does not entitle you to edit or otherwise alter the content, words, phrases, tone, background, thumbnail or branding of the materials in any way;
16.6.4 You may not use the materials purposely out of context, or use the content to negatively reflect on us or our brand, or any other sponsored brand contained within the materials;
16.6.5 You may not sub-licence the licence granted without our express written permission;
16.6.6 You may not use the materials for any purpose other than the purpose for which they were originally produced;
16.6.7 You may not lend, hire out, sell or otherwise reproduce the materials without our express written consent;
16.7 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights, and we retain all rights to reproduce, use, and sublicense associated Intellectual Property Rights to third parties.
16.8 Where music and/or other stock media is required, we can arrange to purchase the licence to use this and will include for it in our Proposal (and/or Order), provided you have requested for us to do so at the briefing stage. Otherwise, this will be an additional cost. In the event we purchase this for you, you will be responsible for complying with the licence terms relating to its usage.
16.9 You warrant that any logo, image, content, document or instruction you supply or give to us will not cause us to infringe the intellectual property rights of any third party.
16.10 You agree to indemnify us against all loss, damages, costs and expenses awarded against us or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or other intellectual property rights resulting from your breach of this section (16).
17.1 This Agreement commences on the Commencement Date and expires when all Subscription Terms have expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Agreement (Term).
17.2 Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless either party elects not to renew the Subscription Term by providing written notice to the other party at least 30 days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.
18.1 You may terminate Subscription Services at any time by written notice or through the functionality provided by the Subscription Services. If you choose to terminate this Agreement in accordance with this section (18), you will not be entitled to any credits or refunds as a result of such termination.
18.2 Either party may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to the other party if:
18.2.1 the other party is in material breach of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or
18.2.2 if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations.
18.3 Subject to sections 18.2 and 18.4, you cannot cancel any one-off Services once the Contract is formed. In the event of cancellation, you will be required to pay the total quoted fee, which will become immediately due and payable. Upon receipt of payment, we will hand over any works which have been completed.
18.4 Simple Foundry Ltd may suspend the Services (including any of Your Accounts) immediately, or terminate this Agreement in whole or part, including any particular Order(s), if:
18.4.1 you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches;
18.4.2 you have failed to pay any Fees within sixty (60) days after the relevant due date;
18.4.3 you infringe Simple Foundry Ltd's Intellectual Property Rights; or
18.4.4 your use of the Services breaches any applicable law or any of the Simple Foundry Ltd Policies. Simple Foundry Ltd will notify you of any suspension or termination under section (18) (where practicable).
18.5 If Simple Foundry Ltd suspends your use of the Services pursuant to its rights under this Agreement:
18.5.1 Simple Foundry Ltd will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to Simple Foundry Ltd resuming the provision of the Services; and
18.5.2 Simple Foundry Ltd will only resume the provision of the Services once you have cured (to Simple Foundry Ltd's reasonable satisfaction) the matter that caused the suspension.
19.1 If the Agreement or any Order is terminated:
19.1.1 by you for Simple Foundry Ltd's breach, then Simple Foundry Ltd will refund any prepaid, unused Fees that relate to the terminated Subscription Services; or
19.1.2 by Simple Foundry Ltd for your breach, then you must pay to Simple Foundry Ltd any and all outstanding Fees due for the remaining duration of any Subscription Term, which will become immediately due and payable upon termination.
19.2 Upon the date that this Agreement or any Order expires or is terminated, then you and your End Users must cease all access and use of the Services, and delete Simple Foundry Ltd's Confidential Information in your possession or control, including any software or other materials that Simple Foundry Ltd has provided to you, or made accessible for download by you. Upon our request, you will certify that you have complied with this section (19). You must export Your Data from the Subscription Services before the end of the Subscription Term, as you will not have access to Your Data after expiration or termination of this Agreement. Simple Foundry Ltd will delete or destroy Your Data as specified in Simple Foundry Ltd's Privacy Notice.
19.3 The following provisions will survive any termination or expiration of this Agreement: sections (6), (7), (8.1), (8.5), (9.1), (10.2), (10.3), (10.4), (11), (15), (16), (19.2), this (19.3) and (21), and any other sections which by intent or meaning have validity beyond termination or expiration of this Agreement.
20.1 Simple Foundry Ltd may update or modify the terms of this Agreement from time to time, including the Simple Foundry Ltd Policies and any other referenced documents, to respond to changes in Simple Foundry Ltd's products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing notice to Simple Foundry Ltd within 30 days after the date of Simple Foundry Ltd's notice to you under this section (20) (with such termination to be effective on the date of your notice or the effective date of the update or modification, whichever is later), and Simple Foundry Ltd will refund any prepaid, unused Fees in respect of any terminated Subscription Services.
21.1 Unless otherwise agreed in your Order, the laws governing this Agreement and the courts exercising exclusive jurisdiction depend on where you are domiciled.
21.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of this Agreement shall be construed in a manner as to give greatest effect to the original intention of this Agreement.
21.3 The failure of either party to exercise any right provided in this Agreement in any instance will not be deemed to be a waiver of such right.
21.4 Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
21.5 Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, pandemic, riot, labour condition, governmental action, power interruption, telecommunication, data and internet disturbance) that was beyond the party's reasonable control (Force Majeure Event).
21.6 Your use of any website or software that is not provided by Simple Foundry Ltd to access or download the Services will be governed by the terms and conditions applicable to that website or software. Simple Foundry Ltd is not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.
21.7 Any notices to you may either be posted on our website, via an in-product notification given in writing (which may be by email). Billing-related notices will be sent to the billing contact designated by you. All other notices will be sent to your Admin Account(s). Any notices to Simple Foundry Ltd, and any questions, concerns or complaints relating to the Services must be in writing and addressed to peter@simplefoundry.co.uk.
21.8 Not used.
21.9 This Agreement, and any rights granted hereunder, must not be transferred or assigned by either party (assigning party) without the prior express written consent of the other party, except to:
21.9.1 a third party participating in a merger with, or acquisition of the assigning party; or
21.9.2 an affiliate or subsidiary of the assigning party.
21.10 You grant Simple Foundry Ltd the right to identify you as a customer and to use your logo across Simple Foundry Ltd's marketing materials, including our website. You may notify us that you do not wish to be identified as a customer or for us to use your logo, by contacting us at peter@simplefoundry.co.uk.
21.11 Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
21.12 This Agreement contains the entire understanding between the parties regarding the subject matter of this Agreement. To avoid doubt, resellers of the Services are not authorised to modify the terms of this Agreement or make any representations, undertakings or other legally binding commitments on behalf of Simple Foundry Ltd.
21.13 You represent that neither you nor any of your End Users are on any U.S. government denied-party list, and that you will not permit any End User to access or use any service in a U.S.-embargoed country or region.
21.14 If this Agreement is translated into any language other than English, the English text will govern unless expressly stated otherwise in the translation.
21.15 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
21.16 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.
22.1 Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
23.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.
23.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Agreement, without your prior consent.
23.3 Where we sub-contract the performance of any of our obligations under the Contract, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
24.1 Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Agreement. None of Simple Foundry Ltd's employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Agreement, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
25.1 We offer levels of retained packages to choose from based on your requirements. We will confirm your chosen package in a formal Proposal (and/or Order), which you will need to accept as set out in section 1. Once the Agreement is formed, the retainer will stay in force for the initial minimum Term as outlined in our Proposal (and/or Order), and then it will be automatically renewed on a rolling monthly basis, on these same Terms and Conditions, unless a written notice to terminate is given by either party in accordance with section 18.
25.2 We reserve the right to adjust our fees but we will give you no less than 3 months' notice of this and will do so no more than once per year.
25.3 We will invoice monthly in advance throughout the Term of the Contract. Payment must be made by direct debit, unless otherwise agreed and documented by both parties.
25.4 Where we have included for a set number of sites and/or site visits, then if the number needs to be increased, this will be chargeable.
25.5 Should you fail to use all the visits for which we are contracted during each year of the Term, those visits will be lost.
26.1 Our normal working hours are Monday to Friday, 9am - 5pm excluding public holidays in England. Services or site visits required outside of these times will incur additional costs, reflected in the Proposal (and/or Order).
26.2 We will use all reasonable endeavours to meet any deadlines as set out in the accepted Proposal (and/or Order). However, any such deadlines we may agree are done so in good faith and are estimates only. Time will not be of the essence in the performance of our Services.
26.3 If our Proposal (and/or Order) is based on a set number of hours, days or visits, then once the allotted time is used, we will issue a further Proposal (and/or Order) for the additional time required and we will be unable to respond to queries or carry out further work until the new Proposal (and/or Order) is accepted.
26.4 Any site visits and meetings included in our Proposal (and/or Order) will be carried out at a time agreed between you and us in advance. We require a minimum of 48 hours' notice to cancel or rearrange an agreed site visit or meeting. If we do not receive the required notice, or if we are unable to gain access to the required areas, people, records or systems in order to provide our Services, then we reserve the right to charge for the short-notice cancellation or aborted visit.
26.5 If we have to reschedule or cancel a scheduled visit or meeting, we will contact you as soon as possible to minimise disruption and will rearrange this for as soon as reasonably possible.
26.6 Where any aspect of the Services is to be undertaken on your premises, it is your responsibility to ensure that all necessary safeguards are in place and all safety measures taken to comply with the Health and Safety at Work etc. Act 1974 and subsequent legislation and to indemnify us against any consequence of a breach of said Act. We reserve the right not to commence work if we believe this not to be the case and to recover any losses incurred as a result.
27.1 This section related to advertising and sponsorship packages that Simple Foundry no longer offers. It has been removed. Section numbering is unchanged so that cross-references elsewhere in this Agreement remain accurate.
28.1 No failure or delay by either party in exercising any of its rights under the Contract will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Contract will be deemed to be a waiver of any subsequent breach of the same or any other provision.
1. In this Appendix and in Appendix 2 (Data Processing Agreement):
Californian Data Protection Laws means the CCPA, as amended by the CPRA.
Customer Personal Data means any personal data which Simple Foundry (or its sub-processors) processes on your behalf as a processor in the course of providing Services.
Data Protection Laws means all data protection laws applicable to the processing of Customer Personal Data under this Agreement, including: (i) the EU Data Protection Laws; (ii) the UK Data Protection Laws; and (iii) the California Data Protection Laws.
EU Data Protection Laws means the GDPR and any national laws which implement or supplement or replace the same from time to time.
EU International Transfer means: a transfer of personal data from you to Simple Foundry or its affiliates (or vice versa in the case of transfers of personal data between the parties where both parties act as controllers); or an onward transfer of personal data from Simple Foundry or its affiliates, where such transfer would at the time of the transfer be prohibited by EU Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the EU Standard Contractual Clauses to be established under section 2 of Appendix 2 (Data Processing Agreement).
EU Standard Contractual Clauses means the Standard Contractual Clauses forming part of Decision 2021/914/EC (as amended or replaced from time to time), including their appendices and with the relevant Modules and Options set out under section 2 of Appendix 2 (Data Processing Agreement).
Security Incident means a breach of Simple Foundry's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.
personal data, personal information, consent, controller, processor, data subject, sale, share, commercial purpose, business purpose and processing mean those concepts, roles and activities as defined in the applicable Data Protection Laws.
UK Addendum means the Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office in accordance with S119A of the UK Data Protection Act 2018 and incorporating: the party details as set out in section 4 of Appendix 2 to this Agreement, inserted in Table 1 (Parties) of such UK Addendum; the first option in Table 2 to clarify the UK Addendum incorporates the EU Standard Contractual Clauses; the list of parties and the description of the transfer of personal data, each as set out in section 4 of Appendix 2, inserted in Table 3 (Appendix Information) of such UK Addendum; the description of the technical and organisational security measures (as available upon request), inserted in Table 3 (Appendix Information) of such UK Addendum; the list of sub-processors (available upon request), inserted in Table 3 (Appendix Information) of such UK Addendum; and the option neither party set out in Table 4 of such UK Addendum.
UK Data Protection Laws means Data Protection Act 2018 and UK's version of the GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK GDPR") and any legislation applicable in the UK in force from time to time relating to privacy or the processing of personal data.
UK International Transfer means: a transfer of personal data from you to Simple Foundry or its affiliates (or vice versa in the case of transfers of personal data between the parties where both parties act as controllers); or an onward transfer of personal data from Simple Foundry or its affiliates, where such transfer would at the time of the transfer be prohibited by the UK GDPR (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the relevant UK Standard Contractual Clauses to be established under section 5 of Appendix 2 (Data Processing Agreement).
2. Simple Foundry is the controller in respect of personal data, such as account registration details, that we collect directly from users of the Services (End Users) and users of No-Charge Services, and which we use for the purposes of our business.
3. You are the controller and we are the processor in respect of any other personal data (including within Your Modifications) that is uploaded by End Users and/or users of No-Charge Services including data, templates, information, content, code, video, images or other material of any type (Materials), or which is provided by your administrators (see section (5) of the General Terms).
4. To the extent that the Services comprise the processing of personal data where we are the controller and you are the controller: the provisions of sections 2, 3, 4 and 5 of Appendix 2 (Data Processing Agreement) to this Agreement shall apply (where applicable).
5. Simple Foundry will make available our Privacy Notice at our website and where you provide us with personal data in connection with the Agreement where we will act as the controller (for example where you provide contact details for use in administering the Agreement), you agree to ensure that these individuals are provided with a copy of our Privacy Notice. Where we are a processor and not a controller, it is your responsibility to ensure that in accordance with relevant Data Protection Laws: there is a lawful basis for the collection and processing of personal data; and you have provided an appropriate privacy notice to the End Users and other data subjects.
The provisions of this Appendix form part of this Agreement to the extent that section (12) of the General Terms applies.
1. Where Simple Foundry acts as processor of personal data on your behalf, Simple Foundry shall:
process personal data only on your reasonable documented instructions unless required to do so by law; in such a case, Simple Foundry shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. You acknowledge and agree that your final and completion instructions regarding the processing of Customer Personal Data are set out in this Agreement. Any additional or alternate instructions must be agreed in writing by the parties (and Simple Foundry will be entitled to charge a reasonable fee to cover any costs incurred in complying with them);
ensure that persons authorised to process the personal data on our behalf have committed themselves to confidentiality obligations or are under an appropriate statutory obligation of confidentiality;
implement appropriate technical and organisational security measures to ensure a level of security for the personal data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data. The measures that we consider appropriate are available upon request;
not engage another processor without your prior specific or general written authorisation. A list of sub-processors currently engaged by Simple Foundry and authorised by you is available upon request. You must subscribe to receive notice of updates to the list of sub-processors by providing your appropriate details upon creating your account. You may notify us in writing of any objections to new sub-processors (provided the objection is based on reasonable grounds relating to data protection). If we receive such an objection, the parties will discuss such objections in good faith and Simple Foundry will use its reasonable commercial endeavours to resolve any such objection. If the parties are not able to resolve the objection, you may terminate the affected Services by providing 30 days written notice to Simple Foundry. We shall impose obligations on any processor that we appoint on your behalf that are equivalent to the terms set out in this Appendix 2. We shall remain liable for the performance of these processors;
taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the EU Data Protection Laws and any assistance provided by us to you in to respond to requests from: (i) data subjects to exercise their rights under Data Protection Laws; or (ii) regulatory authorities, shall be at your cost on a time and materials basis;
at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies save that Simple Foundry shall be entitled to retain Customer Personal Data where required by Data Protection Law or another applicable law, including any United Kingdom, Australian state or Commonwealth law to which the processor is subject, or where such data is required for Simple Foundry's internal record keeping or where it is necessary for use in any legal proceedings; You must notify us of Personal Data that you wish to have returned or deleted within 30 days following the effective date of termination; and
make available to the controller all information reasonably necessary to demonstrate compliance with the obligations laid down in Article 28 of the EU Data Protection Laws and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller's cost). Any assistance provided by us to you to demonstrate compliance with Data Protection Laws shall be provided at your cost. The timing, scope and duration of any audit shall be mutually agreed by the parties. You shall not be entitled to carry out audits more than once in any 12 month period, other than where a data security incident has taken place, you shall be entitled to carry out an additional audit within 30 days of Simple Foundry notifying you of such security incident. You shall ensure that any third party auditor appointed by you is (i) not a competitor of Simple Foundry; and (ii) is committed to appropriate confidentiality obligations. You and/or any third-party auditor shall comply with Simple Foundry's standard policies and procedures when accessing Simple Foundry's premises or systems.
2. With respect to any EU International Transfers, Simple Foundry acting on its own behalf and as agent for each Simple Foundry affiliate and you acting on your own behalf and as agent for each of your affiliates, hereby enter into the EU Standard Contractual Clauses incorporating: (i) the general clauses (Clauses 1-6); (ii) Modules One (Transfer Controller to Controller), Two (Transfer Controller to Processor), and Four (Transfer Processor to Controller) as applicable and the relevant options as specified in the table set out in this section 3 of this Appendix 2; and (iii) with the Annexes populated as set out below:
Annex I of the EU Standard Contractual Clauses shall be pre-populated with the details set out in section 4 of this Appendix 2; and
Annex II of the EU Standard Contractual Clauses: Simple Foundry's technical and organisational measures are available upon request
The EU Standard Contractual Clauses shall come into effect upon commencement of an EU International Transfer.
Prior to the commencement of any EU International Transfer to or from a sub-processor, Simple Foundry will use its reasonable endeavours to enter into the EU Standard Contractual Clauses with such sub-processor, incorporating the general Clauses (Clauses 1-6) and Module 3 (Transfer Processor to Processor).
3. For the purposes of section 2 of Appendix, the parties agree that the following Modules and Options of the EU Standard Contractual Clauses shall be deemed to be incorporated:
Clause 7 (Docking clause) - Clause 7 shall not be incorporated.
Clause 8 (Data protection safeguards) - Modules One, Two and Four.
Clause 9 (Use of sub-processors) - Module Two, Option 2, and the specific time period shall be as set out in section 1(d) of this Appendix 2.
Clause 10 (Data subject rights) - Modules One, Two and Four.
Clause 11 (Redress) - Module One and Two, and the Option in Clause 11(a) shall not be incorporated.
Clause 12 (Liability) - Modules One, Two and Four.
Clause 13 (Supervision) - Module One and Two, incorporating all paragraphs of Clause 13(a) as applicable.
Clause 14 (Local laws and practices affecting compliance with the Clauses) - Modules One, Two and Four.
Clause 15 (Obligations of the data importer in case of access by public authorities) - Modules One, Two and Four.
Clause 16 (Non-compliance with the Clauses and termination) - For Clause 16(d) the relevant parts for Modules One, Two and Four.
Clause 17 (Governing law) - Modules One and Two, Options 1 and 2 as applicable and the law inserted shall be the laws of the EU Member State in which the data exporter is established, save that: (i) where such laws do not allow for third-party beneficiary rights; or (ii) the data exporter is not established in an EU Member State, the law inserted shall be the laws of Ireland.
Module Four and the law inserted shall be the laws of the country stated in the governing law clause of the Agreement, save that where such law does not allow for third-party beneficiary rights, the law inserted shall be the laws of Ireland.
Clause 18 (Choice of forum and jurisdiction) - Modules One and Two and the courts inserted shall be the courts in the Member State referred to in Clause 17 (Governing law); and
Module Four and the country inserted shall be the country stated to have jurisdiction in the Agreement, save that where the laws of that country do not allow for third-party beneficiary rights, the country inserted shall be the law of Ireland.
4. For the purposes of section 2 of this Appendix 2, the parties agree that Annex I of the EU Standard Contractual Clauses shall be pre-populated with the following details:
List of parties:
Data Exporter. Name: the person or entity agreeing to these terms. Address: as set out in your Order Form/s. Contact person's name, position and contact details: as set out in your Order Form/s. Activities relevant to the data transferred under these Clauses: as set out in the Agreement. Role (controller/processor): controller.
Data importer(s). Name: Simple Foundry. Address: as set out in your Order Form/s. Contact person's name, position and contact details: as specified on a case-by-case basis. Activities relevant to the data transferred under these Clauses: as set out in the Agreement. Role (controller/processor): controller and/or processor, as applicable.
Description of transfer
Categories of data subjects whose personal data is transferred: the data subjects may include your customers, employees, suppliers and end-users as further set out in the relevant Privacy Notice, available upon request.
Categories of personal data transferred: Customer Personal Data as further set out in relevant Privacy Notice, available upon request.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: no sensitive data shall be transferred by the data exporter to the data importer, and as per the Agreement including without limitation and where relevant Simple Foundry's technical and organisational security measures are available upon request.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): continuous unless otherwise specified in the Agreement.
Nature of the processing: data hosting, storage and such other services as are described in the Agreement.
Purpose(s) of the data transfer and further processing: the purpose of the data processing is the provision of the Services under the Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: personal data will be retained until such time as you notify Simple Foundry that you would like the personal data returned to you or deleted in accordance with the Agreement.
For transfers to (sub-) processors, also specify the subject matter, nature and duration of the processing: subject matter of the processing is the processing of Customer Personal Data in connection with the performance of the Agreement; nature of processing is as described in the Agreement; and the duration of the processing is determined by you, subject to the other provisions of the Agreement.
Competent supervisory authority
The competent supervisory authority in the EU Member State in which the data exporter is established and, in the event that the data exporter is not established in an EU Member State, the data protection authority of Ireland.
5. With respect to any UK International Transfers, you acting on your own behalf and as agent for each of your affiliates (each as "data exporter") and Simple Foundry acting on its own behalf and as agent for each Simple Foundry affiliate (each as "data importer") hereby enter into the UK Addendum in respect of any UK International Transfer from you or your affiliate to Simple Foundry or a Simple Foundry affiliate.
6. The UK Addendum shall come into effect upon commencement of a UK International Transfer.
7. Prior to the commencement of any UK International Transfer to or from a sub-processor, Simple Foundry will use its reasonable endeavours to enter into the EU Standard Contractual Clauses and the UK Addendum with such sub-processor, incorporating the general Clauses (Clauses 1 to 6) and Module 3 (Transfer Processor to Processor).
8. Where Simple Foundry acts as service provider and processes personal information of California residents on your behalf pursuant to the California Data Protection Laws, Simple Foundry shall process Customer Personal Data for the purpose of providing the Services to you.
9. Simple Foundry agrees that it shall not: (i) sell or share Customer Personal Data; (ii) retain, use, or disclose Customer Personal Data for any purpose, including a commercial purpose, other than for the business purposes specified in this Agreement; (iii) retain, use, or disclose Customer Personal Data outside of the business relationship between Simple Foundry and you; or (iv) combine personal information with Customer Personal Data that Simple Foundry receives from or on behalf of another person or collects from its own interaction with data subject, unless, for (ii), (iii), or (iv) above, as otherwise permitted of a service provider by California.
