Note: Please read these Terms of Use carefully. If your Application is accepted by Team Engine, these Terms of Use will form part of a legally binding agreement between you and Team Engine relating to your access and use of the Engine Platform and the Engine Services.

Personal Data

All users of the Engine Platform are required to agree to these Terms of Use. Some Engine users are individuals such as crew, whereas others are companies or other legal entities. We process personal data about Engine users in accordance with our Privacy Policy.

Some Engine users create and administer Projects through the Engine Platform. In doing so, they may use the Engine Platform to manage personal data relating to other Engine users (such as Project Participants who interact with a Project through the Engine Platform) or individuals who are not Engine users. We process this personal data on behalf of the Engine user who created the Project (or, if they transfer the Project to another user, on behalf of that New Project Administrator).

Our Data Processing Addendum at Schedule 1 at the end of these Terms of Use explains our respective responsibilities in relation to that Project Personal Data.

Agreed Terms

1. Definitions and Interpretation

1.1 Except to the extent expressly provided otherwise, in these Terms of Use:

1.2 In these Terms of Use, a reference to a statute or statutory provision includes a reference to:

• (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
• (b) any subordinate legislation made under that statute or statutory provision.

1.3 The clause headings do not affect the interpretation of these Terms of Use.

1.4 In these Terms of Use, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

1.5 In case of an inconsistency or conflict between these Terms of Use and any provision in an Application, the provision in the Application prevails.

2. Engine Platform and Engine Services

2.1 Following Team Engine's acceptance of the Engine User's Application, Team Engine shall enable the Engine User to access and use the Engine Platform and the Engine Services during the Term.

2.2 Team Engine grants to the Engine User a non-exclusive, non-transferable licence to access and use the Engine Platform during the Term.

2.3 The Engine User agrees that they will:

• (a) comply with all applicable laws;
• (b) ensure that all Engine User Data is and remains accurate and not misleading;
• (c) only use the Engine Platform and the Engine Services in a professional manner, and only for the purposes for which it is made available;
• (d) choose a strong password and keep their login credentials secure and confidential, and not permit any unauthorised person to gain access to the Engine Platform or the Engine Services.

2.4 The Engine User agrees that they will not:

• (a) sub-license, rent, lease, loan, or sell its right to access and use the Engine Platform or the Engine Services to any third party, or use the Engine Platform or the Engine Services for the benefit of any third party;
• (b) use the Engine Platform or the Engine Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
• (c) upload to the Engine Platform inappropriate, inaccurate, or unlawful content;
• (d) misrepresent their current or previous jobs and qualifications;
• (e) misrepresent their affiliation or relationship with a person or entity, past or present;
• (f) use or attempt to use any other person’s Engine Profile;
• (g) send spam or other unwelcome communications to others;
• (h) post any Engine User Data, or otherwise act in a way, which is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable;
• (i) breach the intellectual property or other proprietary rights of Team Engine or any third party;
• (j) upload to the Engine Platform anything that contains software viruses, worms, or any other harmful code;
• (k) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Engine Platform or any related technology, or any part thereof;
• (l) “scrape,” “crawl” or “spider” the Engine Platform, whether by manual means or using automated software, devices, scripts, robots;
• (m) interfere with the operation of, or place an unreasonable load on, the Engine Platform, including by way of spam, denial of service attacks or viruses, or otherwise use the Engine Platform in any way that causes, or may cause, damage to it.

2.5 If the Engine User is in breach of any of the conditions or restrictions set out in clauses 2.3 or 2.4, then Team Engine may (without prejudice to its other rights under the Agreement) with immediate effect and without any obligation to provide notice to the Engine User:

• (a) suspend the Engine User’s access to and use of the Engine Platform and the Engine Services for the duration of the Engine User’s default; or
• (b) terminate the Agreement under clause 15.3 and delete the Engine User’s Engine Profile.

3. Projects

3.1 The Engine User may from time to time create Projects on the Engine Platform.

3.2 Subject to clause 3.3, the Engine User is solely responsible for the administration of Projects. In particular, the Engine User acknowledges that Team Engine does not monitor or moderate activities undertaken, or content provided, in relation to, or in connection with, Projects.

3.3 The Engine User may request that Team Engine transfers responsibility for the administration of a Project (a “Project Transfer”) from the Engine User to another user of the Engine Platform (the “New Project Administrator”). Team Engine shall arrange for such Project Transfer as soon as reasonably practicable once it has received:

• (a) consent to the Project Transfer to the New Project Administrator from each Project Participant connected with the relevant Project; and
• (b) in the case of a Premium Project or a Standard Project, the New Project Administrator’s agreement to pay the Project Charges following the Project Transfer.

4. Support

4.1 Team Engine will provide the Engine User with support by email and/or instant messaging via the Platform between 08:00 and 19:00 (UK time) on Business Days.

4.2 Team Engine shall use all reasonable commercial endeavours to carry out scheduled or planned maintenance to the Engine Platform between 00:00 and 06:00, and to give the Engine User at least two (2) Business Days’ prior notice of any maintenance that will or is likely to result in disruption to the Engine Platform.

4.3 Team Engine shall use all reasonable commercial endeavours to ensure that availability of the Engine Platform during any calendar month exceeds 95%. For the purpose of calculating availability, any periods of non-availability caused by the following shall be disregarded:

• (a) scheduled or planned maintenance;
• (b) non-availability of the internet, or a failure of the Engine User’s equipment, or a power outage at the Engine User’s premises;
• (c) any act or omission of the Engine User, or any person acting on behalf of the Engine User, which prevents or delays the availability of the Engine Services; and
• (d) a Force Majeure Event.

5. Engine User’s Obligations

5.1 The Engine User must provide to Team Engine, or procure for Team Engine, such co-operation, support, advice, information and documentation as Team Engine may reasonably request in connection with the performance of its obligations under the Agreement.

6. Engine User Data

6.1 The Engine User grants to Team Engine a non-exclusive licence to copy, reproduce, store, distribute, publish, export and translate the Engine User Data to the extent reasonably required for the performance of Team Engine's obligations and the exercise of Team Engine's rights under the Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of such obligations and the exercise of such rights.

6.2 The Engine User warrants to Team Engine that the use of the Engine User Data by Team Engine in accordance with the Agreement will not:

• (a) breach the provisions of any law, statute or regulation; or
• (b) infringe the Intellectual Property Rights or other legal rights of any person; or
• (c) give rise to any cause of action against Team Engine, in each case in any jurisdiction and under any Data Protection Laws.

6.3 The Engine User acknowledges and agrees that they may access outside the EEA any Engine User Data uploaded to, or otherwise included within, their Engine Profile and that any Engine User Data uploaded to, or otherwise included within a Project may be accessed outside the EEA by the registered authorised Engine User of that particular Project.

7. Intellectual Property Rights

7.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from Team Engine to the Engine User, or from the Engine User to Team Engine.

7.2 All Intellectual Property Rights in all materials originally created or performed by Team Engine, solely or jointly with any person, in the course of providing the Engine Services (“Work”) shall vest or remain vested in Team Engine.

7.3 Team Engine hereby grants to the Engine User a royalty-free, non-exclusive licence to access and use the Work in connection with the Engine User’s use of the Engine Services during the Term.

7.4 At Team Engine’s request and expense, the Engine User shall perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents which Team Engine reasonably considers necessary to vest ownership of the Work in Team Engine or otherwise to give effect to this clause 7.

8. Charges

8.1 If the Engine User has purchased a Premium Profile or a Standard Profile, the Engine User shall pay the Profile Charges:

• (a) in the case of a Premium Profile or Standard Profile subscription which automatically renews on a monthly basis, until the Engine User gives Team Engine at least seven (7) days’ notice of cancellation prior to a monthly renewal (such notice not to expire prior to the renewal date); or
• (b) in the case of a Premium Profile or Standard Profile subscription which automatically renews for successive, 12-month periods, until the Engine User gives Team Engine at least thirty (30) days’ notice of cancellation prior to the expiry of either the initial or a subsequent 12-month period (such notice not to expire prior to the end of that period).

8.2 If the Engine User has purchased a Premium Project or a Standard Project, the Engine User shall pay the Project Charges:

• (a) in the case of a Premium Project or Standard Project subscription which automatically renews on a monthly basis, until the Engine User gives Team Engine at least seven (7) days’ notice of cancellation prior to a monthly renewal (such notice not to expire prior to the renewal date); or
• (b) in the case of a Premium Project or Standard Project subscription which automatically renews for successive, 12-month periods, until the Engine User gives Team Engine at least thirty (30) days’ notice of cancellation prior to the expiry of either the initial or a subsequent 12-month period (such notice not to expire prior to the end of that period).

8.3 Payment of Profile Charges or the Project Charges must be made by the Engine User via the Engine Platform. Team Engine will issue VAT receipts on request.

8.4 Team Engine may increase the Profile Charges or the Project Charges by giving to the Engine User at least sixty (60) days' prior written notice; provided that, in the case of a subscription which renews for successive, 12-month periods, any such increase shall not be effective until after the Engine User has had an opportunity to cancel their subscription. The Engine User agrees that Team Engine may notify the Engine User of an increase of the Profile Charges and/or the Project Charges by sending details of such increase by email to the Engine User’s email address as specified in the Application and/or by providing notification of the increase on the Engine Platform login page.

8.5 The Profile Charges and the Project Charges are exclusive of UK value added tax (VAT) or any other applicable sales tax, which will be added to Profile Charges and the Project Charges and are payable by the Engine User to Team Engine.

8.6 If the Engine User does not pay any amount properly due to Team Engine under the Agreement, Team Engine may:

• (a) charge the Engine User interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); and
• (b) subject to giving the Engine User at least five (5) Business Days’ prior notice of its intention to do so, suspend the Engine Services (including, for the avoidance of doubt, access to any Projects administered by the Engine User) until payment of all outstanding sums has been received in full.

9. Confidentiality

9.1 Each party (the “Receiving Party”) shall:

• (a) keep the Confidential Information of the other party (the “Disclosing Party”) strictly confidential;
• (b) not disclose the Disclosing Party’s Confidential Information to any person without the Disclosing Party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms of Use;
• (c) use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and
• (d) act in good faith at all times in relation to the Disclosing Party’s Confidential Information.

9.2 Notwithstanding clause 9.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of such Confidential Information.

9.3 This clause 9 imposes no obligations upon the Receiving Party with respect to the Disclosing Party’s Confidential Information that:

• (a) is known to the Receiving Party before disclosure under these Terms of Use and is not subject to any other obligation of confidentiality;
• (b) is or becomes publicly known through no act or default of the Receiving Party; or
• (c) is obtained by the Receiving Party from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality.

9.4 The restrictions in this clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Receiving Party on any recognised stock exchange.

10. Data Protection

10.1 The parties agree that, in respect of any personal data processed in connection with this Agreement, they shall each comply with their obligations under the Data Protection Laws, and the terms of the DPA (set out in Schedule 1).

11. Warranties

111. Team Engine warrants to the Engine User that:

• (a) Team Engine has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and
• (b) Team Engine will comply with all applicable legal and regulatory requirements applying to the exercise of Team Engine’s rights and the fulfilment of Team Engine’s obligations under the Agreement.

11.2 Team Engine warrants to the Engine User that:

• (a) it has taken all commercially reasonable steps to ensure that the Engine Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
• (b) the Engine Platform will incorporate security features reflecting the requirements of good industry practice.

11.3 Save in respect of Engine User Data, for which the Engine User is responsible, Team Engine warrants to the Engine User that the Engine Services, when used by the Engine User in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

11.4 If Team Engine reasonably determines, or any third party alleges, that the use of the Engine Services by the Engine User in accordance with the Agreement infringes any person's Intellectual Property Rights, Team Engine may at its own cost and expense:

• (a) modify the Engine Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
• (b) procure for the Engine User the right to use the Engine Services in accordance with the Agreement; or
• (c) if neither of the options set out in (a) or (b) are commercially or technically practicable, terminate the Agreement.

11.5 The Engine User warrants to Team Engine that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.

11.6 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms of Use. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

12. Acknowledgements and Warranty Limitations

12.1 The Engine User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, Team Engine gives no warranty or representation that the Engine Platform or the Engine Services will be wholly free from defects, errors and bugs.

12.2 The Engine User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to clause 11.2(b) and the other provisions of the Agreement, Team Engine gives no warranty or representation that the Engine Services will be entirely secure.

12.3 The Engine User acknowledges that:

• (a) any agreement or arrangement entered into by the Engine User with a Project Participant or other user of the Engine Platform (including, but not limited to, a contractor agreement or employment contract) is undertaken entirely at the Engine User’s own risk;
• (b) the Engine User is solely responsible for the carrying out of any background checks of Project Participants, and the verification of the accuracy and completeness of information provided by them; and
• (c) Team Engine provides no warranty and makes no representation regarding the competence, experience, honesty or suitability of any Project Participant.

12.4 Except to the extent expressly provided otherwise in the Agreement, Team Engine does not warrant or represent that the Engine Platform, the use of the Engine Services or the engagement of Project Participants by the Engine User will be suitable for the Engine User’s purposes, or will provide the Engine User with any specific result, return on investment or other outcome.

13. Limitations and Exclusions of Liability

13.1 Nothing in the Agreement will:

• (a) limit or exclude any liability for death or personal injury resulting from negligence;
• (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
• (c) limit any liabilities in any way that is not permitted under applicable law; or
• (d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this clause 13 and elsewhere in the Agreement:

• (a) are subject to clause 13.1; and
• (b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

13.3 Team Engine shall not be liable to the Engine User in respect of:

• (a) any losses arising out of a Force Majeure Event; or
• (b) any loss of profits or anticipated savings; or
• (c) any loss of revenue or income; or
• (d) any loss of use or production; or
• (e) any loss of business, contracts or opportunities; or
• (f) any loss or corruption of any data, database or software (unless caused by Team Engine’s negligence and/or breach of these Terms of Use).

13.4 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

13.5 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed either of the following:

• (a) an amount equal to five (5) times all sums paid or payable by the Engine User to Team Engine under the Agreement; or
• (b) £10,000.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

• (a) promptly notify the other; and
• (b) inform the other of the period for which it is estimated that such failure or delay will continue.

14.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Termination and Suspension

15.1 Team Engine may terminate the Agreement at its discretion, and without being required to provide any reason therefor, by giving thirty (30) days’ prior written notice of termination to the Engine User.

15.2 The Engine User may terminate the Agreement with immediate effect by deleting their Engine Profile.

15.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits any material breach of the Agreement which, in the case of a breach which is remediable, is not remedied within fourteen (14) days of the date on which the other party is given written notice requiring the breach to be remedied.

15.4 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

• (a) the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
• (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
• (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).

15.5 Team Engine may suspend the provision of the Engine Services, in whole or in part and with immediate effect, on written notice to the Engine User if Team Engine, acting reasonably, considers that the Engine User has committed or will commit a material breach of any terms or conditions of the Agreement.

15.6 Team Engine will provide the Engine User with at least five (5) business days’ notice prior to suspending the Engine Services under clause 15.5 to enable the Engine User to remedy the breach, except where the breach is not capable of remedy or where Team Engine reasonably considers that the delay in providing such notice may damage the Engine Services, affect the provision of the Engine Services to other users, or is otherwise not reasonably practicable, in which case Team Engine shall be entitled to suspend the Engine Services without notice and with immediate effect.

16. Effects of termination

16.1 Upon the termination of the Agreement, all of the provisions of these Terms of Use shall cease to have effect, save that the following provisions of these Terms of Use shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): clauses 1, 8, 9, 10, 11, 12, 13, 16, 17, 18, 20, 21, 22, 23.1, 23.2, 24, 25 and 26.

16.2 The termination of the Agreement shall not affect the accrued rights of either party.

16.3 In relation to charges, the Engine User acknowledges and agrees that:

• (a) if the Agreement is terminated by the Engine User under clause 15.2 or by Team Engine under clause 15.3 or clause 15.4, the Engine User is liable to pay the Profile Charges and/or Project Charges until the immediately following renewal date; and
• (b) if (and only if) the Agreement is terminated by Team Engine under clause 15.1 or by the Engine User under clause 15.3 or clause 15.4, Team Engine shall provide the Engine User with a refund of any Profile Charges and/or Project Charges which relate to the period after the termination of the Agreement.

16.4 In relation to Engine User Data, the Engine User acknowledges and agrees that:

• (a) Team Engine will delete all Engine User Data within thirty (30) days of the date on which the Agreement is terminated, and it is the Engine User’s sole responsibility to take copies of any Engine User Data required by the Engine User prior to such date; and
• (b) notwithstanding (a), any Engine User Data that the Engine User has provided to a Project will remain under the control of the administrator of that Project and will not be deleted by Team Engine.

17. Notices

17.1 Team Engine may give notices to the Engine User under the Agreement by:

• (a) posting a banner notice on the Engine Platform; or
• (b) sending an email to the Engine User using the email address provided by the Engine User in their Application.

17.2 The Engine User may give notices to Team Engine by sending an email to info@teamengine.co.uk

18. Subcontracting

18.1 Team Engine may subcontract any of its obligations under the Agreement, provided that Team Engine shall remain responsible to the Engine User for the performance of any subcontracted obligations.

19. Assignment

19.1 The Engine User must not assign, transfer or otherwise deal with its contractual rights and/or obligations under the Agreement without the prior written consent of Team Engine, such consent not to be unreasonably withheld or delayed.

20. No waivers

20.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

20.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.

21. Severability

21.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Third party rights

22.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

23. Variation

23.1 The Agreement may not be varied except in accordance with clause 23.

23.2 The Agreement may be varied by means of a written document signed by or on behalf of each party.

23.3 Team Engine may vary the Agreement by giving to the Engine User at least 30 days' written notice of the proposed variation, providing that if Team Engine gives to the Engine User a notice under this clause 23.3, the Engine User shall have the right to terminate the Agreement by giving written notice of termination to Team Engine at any time during the period of 14 days following receipt of Team Engine’s notice.

24. Publicity

24.1 Subject to obtaining the Engine User’s prior written consent (not to be unreasonably withheld or delayed), the Engine User agrees that Team Engine shall be entitled to use the Engine User’s name and logo for marketing and publicity purposes.

25. Entire agreement

25.1 The Agreement shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

25.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

25.3 The provisions of this clause 25 are subject to clause 13.1.

26. Law and jurisdiction

26.1 The Agreement shall be governed by and construed in accordance with English law.

26.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

Schedule 1: Data Processing Addendum

1. When an Engine User (“you”, “yours”) uses the Engine Platform or Engine Services, Team Engine (“us”, “we” and “our”) may process personal data for you. This Data Processing Addendum (“DPA”) explains our respective responsibilities in relation to the processing of personal data. Where you create a Project, you are responsible for compliance with the terms of this Agreement including this DPA by you and other engine users (such as Project Participants) who you permit to interact with or administer that Project.
2. If we process personal data for you or on your behalf in the course of operating the Engine Platform or otherwise providing the Engine Services, which includes the processing of personal data in connection with a Project on your instructions or those of Project Participants (“Project Personal Data”) you shall be the data controller and we shall be a data processor. Where we control the purpose and means of processing, in particular, for the general operation of the Engine Platform, and administering user accounts, we shall be the data controller and will process that personal data in accordance with our Privacy Policy as amended and notified to you from time to time. From time to time, we may be the controller in respect of certain personal data of Engine Users and may share that with you at the request of such Engine Users (for example where an existing Engine User whose account is not being administered by you communicates with you, or joins your Project as a Project Participant) in which case the terms set out in clause 5 below shall apply.
3. Where we are a data processor and collect or process personal data from you or on your behalf (such as from or for Project Participants) you shall clearly inform the data subjects to whom personal data relates of such processing, provide them with a link to our Privacy Policy and secure and maintain all applicable consents, notices, permissions and licenses required for us to lawfully: (i) transfer Project Personal Data to or from us, and (ii) process Project Personal Data in accordance with your instructions and otherwise as reasonably necessary for us to provide the Engine Services.
4. References in this addendum to “data processor”, “data controller”, “subprocessor”, “supervisory authority”, “personal data breach” and “personal data” shall have the meanings defined in the Data Protection Laws. References to the “GDPR” are references to the UK and/or EU GDPR (as applicable).

Data Sharing

5. Where Project Personal Data of which we are a controller is shared with you (such as by a Project Participant) you shall:
   • (a) process Project Personal Data fairly and lawfully and ensure you have legitimate grounds under the Data Protection Laws for the processing of Project Personal Data;
   • (b) provide clear and sufficient information to data subjects, in accordance with the Data Protection Laws, of the purposes for which you will process Project Personal Data, the legal basis for such purposes and such other information as is required by Data Protection Laws;
   • (c) not retain or process Project Personal Data for longer than is necessary for the purpose for which it was collected, or as otherwise required by law;
   • (d) have in place appropriate technical and organisational security measures to prevent unauthorised or unlawful processing of the Project Personal Data and the accidental loss or destruction of, or damage to, the Project Personal Data and to ensure a level of security appropriate to the harm which might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Project Personal Data to be protected;
   • (e) ensure your personnel are appropriately trained to handle and process the Project Personal Data and have entered into confidentiality agreements relating to the processing of personal data;
   • (f) comply with obligations to report a personal data breach to the appropriate supervisory authority and (where applicable) data subjects under Article 33 of the GDPR and inform us of any personal data breach irrespective of whether there is a requirement to notify;
   • (g) provide reasonable assistance as is necessary to facilitate handling any personal data breach in an expeditious and compliant manner; and
   • (h) immediately inform us, and cooperate with us in the event of a dispute or claim brought by a data subject or supervisory authority concerning the processing of Project Personal Data.
6. Where we receive a request from a data subject to exercise their rights in respect of Project Personal Data under Data Protection Law, we shall communicate that request to you, and you shall comply with it promptly in accordance with Data Protection Law and such other laws or regulation as may be applicable.
7. We may inspect your arrangements for the processing of Project Personal Data and terminate the Agreement (or part thereof) where we reasonably consider that you are not processing Project Personal Data in accordance with this Agreement.

Data Processing

8. You instruct us to process Project Personal Data as reasonably necessary for the provision of the Engine Platform and Engine Services. In particular, you instruct us to process the following data:
• Subject matter and duration of the Processing of Project Personal Data: Project Personal Data will be processed during the term of this Agreement.
• The nature and purpose of the Processing of Project Personal Data: This Project Personal Data will be processed to enable you to use the Engine Services and administer Projects.
• The types of Personal Data to be Processed: Engine User Data and other Project Personal Data provided to us by you or Project Participants, or on your behalf or instructions, through the Engine Platform.
• The obligations and rights of data controller: The obligations and rights of the data controller are set out in this Agreement.
9. In relation to any Project Personal Data processed in connection with the operation by us of the Engine Platform or Engine Services, to the extent we are a data processor, we shall:

   9.1 only process Project Personal Data on your documented instructions (including those set out above and otherwise in our Agreement and those issued through your use of the Engine Platform and Engine Services), including in respect of transfers to a country outside of the UK or European Economic Area (EEA), unless processing is required by applicable laws in which case we shall, to the extent permitted by applicable law, inform you of that legal requirement prior to the relevant processing;

   9.2 take reasonable steps to ensure the reliability of staff who have access to personal data, ensuring all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

   9.3 taking into account the nature, scope, context and purpose of the processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR in order to protect against unauthorised or unlawful processing of any personal data, or any accidental loss, destruction or damage of such data;

   9.4 taking into account the nature of the processing and the information available to us, we shall, to a reasonable extent, assist you (at your expense): (i) by implementing appropriate technical and organisational measures for the fulfilment of your obligations to respond to requests to exercise data subject rights under the Data Protection Laws, and in particular Chapter III of GDPR, and (ii) in ensuring compliance with your obligations pursuant to Articles 32 to 36 of GDPR;

   9.5 (to the extent permitted by law) notify you without undue delay on becoming aware of a personal data breach relating to the Project Personal Data;

   9.6 destroy or, at your option and cost, return, all Project Personal Data in our possession (excluding, for the avoidance of doubt, copies of any part of that personal data which we process as a controller for other Engine users) save where we are permitted or required to maintain copies under applicable law.

10. We shall make available to you information reasonably necessary to demonstrate compliance with the obligations laid down in clause 9, and allow for and contribute to audits (at your cost), conducted by you or an auditor designated by you. We shall satisfy the foregoing audit and information obligations by providing you with a copy of our most recent audit results to demonstrate compliance. We will maintain a record of any processing of Project Personal Data pursuant to Article 30(2) of GDPR.
11. You hereby grant a general authorisation to us to engage subprocessors. We shall inform you of any intended changes concerning the addition or replacement of subprocessors. We shall ensure that the arrangement between us and subprocessors is governed by a written agreement, including, to the extent required by applicable Data Protection Laws, terms which meet the requirements of Article 28(3) of the GDPR.
12. To the extent we are a data processor, we shall notify you without undue delay and within 3 (three) business days if we or any subprocessor receives a request from a data subject under any Data Protection Law in respect of Project Personal Data.
13. You shall indemnify us and keep us indemnified against all costs, damages, expenses (including reasonable legal expenses) incurred by us arising out of your or any of your users’ breach of this addendum, or applicable law (including Data Protection Laws) or non-compliance by you or any of your users with a request from a data subject in connection with their personal data. We shall not be liable for any claim brought by a data subject arising from any action or omission to the extent that such action or omission resulted from your instructions.