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Slyk Terms of Service

This document sets out the terms and conditions (the “TOS”) upon which we, Fintech Server Global Inc. (DBA Slyk) will make available our Slyk technology and  provide related services to you (collectively, the “Slyk Services”). By click Acceptance of the TOS, you acknowledge and agree that the same shall govern your use of the Slyk Services.

These terms form a legal agreement (the “Agreement”) between you (“you” or “Customer”) and Fintech Server Global Inc., a corporation registered in the state of Delaware, United States of America (“FSG”, “we” or “us”) (each, a “Party”, collectively, the “Parties”). Please print a copy of these terms for your record and future reference.

Definitions and Interpretation

  1. The following words have the following meanings in this Agreement:
  2. “Commencement Date”
  3. shall be the date upon which you sign up for the Slyk Services and Click Accept the TOS;
  4. “Confidential Information”
  5. means all information belonging to a party which is identified by the party disclosing it as confidential or which, by reason of its characteristics or the circumstances or manner of its disclosure a reasonable person should understand it as confidential including (without prejudice to the generality of the foregoing) any information about a party’s new planned but unreleased new products or services, non public data about a party’s business, customer lists, sales statistics and forecasts, and marketing strategies;
  6. “Data Protection Legislation”
  7. means the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and Regulation (EU) 2016/679 known as the General Data Protection Regulation (“GDPR”), as each of the foregoing may be amended, replaced or re-enacted from time to time and all applicable laws and regulations relating to the processing of personal data and privacy including where applicable the guidance and codes of practice issued by the ICO or other relevant supervisory authority and the equivalent of any of the foregoing in any relevant jurisdiction (whether mandatory or not);
  8. “Data Protection Legislation”
  9. means the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and Regulation (EU) 2016/679 known as the General Data Protection Regulation (“GDPR”), as each of the foregoing may be amended, replaced or re-enacted from time to time and all applicable laws and regulations relating to the processing of personal data and privacy including where applicable the guidance and codes of practice issued by the ICO or other relevant supervisory authority and the equivalent of any of the foregoing in any relevant jurisdiction (whether mandatory or not);
  10. “Defects”
  11. means an error in the Slyk Technology that materially affects its or their functionality or usability;
  12. “Intellectual Property Rights”
  13. means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
  14. “Legislation”
  15. means any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party;
  16. “Personal Data”
  17. has the meaning given to it in the GDPR;
  18. “Slyk Services”
  19. means the services provided by FSG to you pursuant to this Agreement including the provision of access to and use of Slyk Technology;
  20. “Slyk Technology”
  21. means FSG’s technology for walletizing networks in conformance with its published specifications;

License

  1. Grant of Licence. Subject to your compliance with the terms and conditions of this Agreement, FSG hereby grants to you a non-exclusive, non-transferable, non-assignable, revocable, limited license during the Term of this Agreement to use and make calls to the API to develop, implement and distribute Applications.
  2. We shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into Slyk Services and/or the API any suggestions, enhancement requests, recommendations or other feedback we receive from you.

Data Privacy

  1. If GDPR is applicable to the Services we provide you and your customers, Addendum 1, Data Processing Addendum (the “DPA”), shall apply, and you agree that its terms and conditions shall be effective as of the date of you sign up for Slyk Services and enter into this Agreement.
  2. You and we agree to comply fully with all other privacy Legislation applicable to the Services we perform for you and your customers.
  3. Each of us shall indemnify the other, its officers, employees and agents, against all liabilities, costs, expenses (including reasonable legal fees and expenses), damages and losses suffered or incurred by us as a result of any breach by the other of its obligations under clause 3.

Obligations of the parties

  1. You agree:
    1. to obtain and maintain all necessary licences and consents and comply with all relevant Legislation in relation to the Services and the use of any content, data or other information provided or obtained through the use of the Services, in all cases prior to the Commencement Date; and
    2. to provide, from time to time, such information as is reasonably requested by FSG to (a) meet FSG Know Your Partner (“KYP”) and business account program requirements; and (b) verify you are in compliance with applicable laws and the terms of this Agreement.
  2. We agree:
    1. to obtain and maintain all necessary licenses and consents and comply with all relevant Legislation in relation to our provision of the Services to you hereunder; and
    2. to provide reasonable assistance to you in integrating with the API and utilizing the Slyk Services.
  3. Both Parties agree and undertake:
    1. to make no false or misleading representations with regard to the other Party or its business or services; and
    2. to inform the other Party immediately of any changes in ownership or and of any change in its organization or method of doing business which might affect the performance of the Party's duties under this Agreement.
  4. Each of us shall indemnify the other, its officers, employees and agents, against all liabilities, costs, expenses (including reasonable legal fees and expenses), damages and losses suffered or incurred by us as a result of any breach by the other of its obligations under clause 4.

Support Licenses

  1. We shall provide support services relating to the API and will use commercially reasonable efforts to fix any reported issues as soon as is practicable.
  2. You agree to report issues discovered with the API to us and will use commercially reasonable efforts to cooperate with us in issue reporting, tracking and resolution.

Your FSG Account

  1. You will be able to manage your FSG account (“Account”). You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer and devices, and to the extent permitted by applicable law, you agree to accept responsibility for all activities that occur under your Account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorised manner.

Confidentiality

  1. Each party may have access to Confidential Information of the other party under this Agreement. A party's Confidential Information shall not include information that:
    1. is or becomes publicly known through no act or omission of the receiving party; or
    2. was in the other party's lawful possession prior to the disclosure; or
    3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
    5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
  3. Each party agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
  4. This clause 7 shall survive expiry or termination of this Agreement for any reason.

Fees

  1. You understand and agree that fees for use of the Slyk Services (the “Fees”) are as provided here. You understand and agree that we may increase or change how we charge for the Services provided, however, that we must provide you at least thirty (30) days prior notice of any such change.
  2. All Fees relating to the Services are exclusive of any applicable tax such as VAT, which will be added to the Fees at the appropriate rate and payable by you.
  3. Without prejudice to any other rights we may have, if you fail to pay us Fees when due, we may suspend the Services until payment has been made in full.

Payment from your customers

  1. In order for you to receive your customers’ payments through the use of the Slyk Services, you will need to register with one of our payment service providers or apply to use SlykPay™.
  2. Payment processing services are provided by third parties with whom you contract for such services. These services are subject to separate terms of use and privacy policies of the service providers you select for payment processing. If you have any questions relating to these services, please contact the relevant payment services provider.

Your use of the services

  1. You acknowledge that the Services are protected by copyright, trade marks and other intellectual property rights of us and our licensors, as applicable, and all rights not expressly granted to you are reserved to us and our licensors.
  2. You must not:
    1. sub-license, assign or transfer your rights or obligations under this Agreement, except with the prior consent of FSG which shall not be unreasonably withheld;
    2. access or use the Services using any interface other than in accordance with this Agreement; or
    3. use the Services in any way incompatible with their intended purpose or in any unlawful or unauthorized manner.
  3. You confirm and agree that you will not use the Slyk Services to transact in connection with the following businesses, activities, practices, or items:
    1. operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure unless you hold such license;
    2. counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party;
    3. narcotics, controlled substances, prescription and pharmaceutical services;
    4. violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same;
    5. unlicensed sale of firearms and weapons;
    6. extortion, blackmail, or efforts to induce unearned payments; or
    7. any business that violates any law, statute, ordinance or regulation.

Warranties

  1. We warrant and represent that we will perform the Services in a reliable and professional manner, in all material respects in conformity with any specifications for the Services and in compliance with all applicable law and regulations.
  2. In the event of a breach of the warranty in 11.1, your sole remedy is for FSG to rectify the defect that constitutes such breach within a reasonable time from notification by you of the defect. In the event that FSG is unable to remedy the defect, then you may terminate this Agreement pursuant clause 13.2.1 and receive a refund of Fees for the unexpired term.
  3. The warranties set out in this clause 11 are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this Agreement. Without limitation, and except as may be expressly set out in this Agreement, we specifically deny any implied or express representation that the Slyk Services will be:
    1. fit to operate uninterrupted or error-free; and
    2. free from any defects or errors.
  4. Each party:
    1. warrants to the other party that it will at all times comply with all applicable laws and regulations with respect to its obligations and activities under this Agreement; and
    2. shall indemnify the other (as an “Indemnified Party”), its officers, employees, agents and service providers against all liabilities, costs, expenses (including reasonable legal fees and expenses), damages and losses suffered or incurred by the Indemnified Party arising out of any non-compliance of clause 11.5.1.

Limitations on Liability

  1. Nothing in this Agreement shall exclude or limit our liability for fraud, willful misconduct or any other liability which cannot be lawfully excluded or limited.
  2. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES, OR LOSS OF PROFIT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  3. Subject to clause 12.1, our total liability to hereunder for any twelve (12) month period for any losses or claims relating to this Agreement and arising during that period is limited to the fees paid or payable by you to us in such a period.

Term and Termination

  1. The Term of the Agreement shall commence as of the Effective Date and, unless otherwise terminated in accordance with the provisions of this Agreement, shall continue for ninety (90) days and then renew for successive thirty (30) day terms unless a Party provides notice of cancellation at least thirty (30) days prior to the end of the applicable initial period or any renewal period.
  2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
    1. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
    2. the other party to this Agreement goes into liquidation, either compulsorily or voluntarily (except for the purposes of and immediately followed by a reconstruction or amalgamation, and in such manner that the resulting company becomes effectively bound by the obligations under this Agreement) or administration or a receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or any part of its assets, or if the other party makes an assignment for the benefit of, or a composition or arrangement with, its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement appointment or procedure anywhere in the world or threatens to do or is threatened with any of these things.
  3. We may terminate this Agreement upon notice with immediate effect if we cease to offer (or change the way in which we offer) the Services. If we terminate this Agreement because we no longer provide the Services, we will refund any sums received by us from you for any unexpired term.
  4. Upon termination or expiry of this Agreement for any reason:
    1. all licences under this Agreement shall terminate;
    2. each party will promptly return to the other all of the other party’s Confidential Information within its possession or control, and will certify in writing that it has complied with its obligations to return all such Confidential Information;
    3. all provisions of this Agreement which by their nature are intended to continue shall so remain in effect; and
    4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination, shall remain valid and in effect.

EULA

  1. You understand and agree that the provision of services to your customers utilizing the Slyk Services is between you and your customers. Accordingly, it is your responsibility to develop and provide your own terms of service or End User License Agreement (“EULA”) to govern the relationship with your customers.
  2. You agree to defend and indemnify FSG, its officers, employees, agents and service providers, against all claims, liabilities, costs, expenses (including reasonable legal fees and expenses), damages and losses suffered or incurred arising from a claim by any of your customers based on their use of the Slyk Services, except where resulting from our willful misconduct or fraud.

Privacy Notice

  1. You agree to our use of personal data as set out in our privacy policy, which can be found here.

General

  1. You agree that we may disclose the existence and general nature of this Agreement and to identify you as a Customer of FSG in any marketing materials, press release, blog posts, case studies, white papers, on websites and the like, provided however that any use of your Trademark shall be subject to your stated guidelines of use.
  2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  3. Any notice or other communication required to be given by you under this Agreement shall be given by email to support@slyk.io. Any notice or other communication required to be given by us under this Agreement shall be given to the email address you specify in your Account. Any notice shall be deemed to have been duly received at 9.00am on the next Working Day after transmission.
  4. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of New York, or alternatively, in such location as mutually agreed by the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall include the assessment of costs, expenses, and reasonable attorneys' fees. The decisions of the arbitrators shall be final and binding for all purposes on the Parties and may be entered and enforced in any court of competent jurisdiction.
  5. We may, without your consent, assign or transfer any or all of our rights and obligations under this Agreement. You may not assign or transfer any or all of your rights and obligations under this Agreement without our prior written consent.
  6. Failure or delay by us to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
  7. If any provision of this Agreement is found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal, whilst maintaining or giving effect to its commercial intention.
  8. This Agreement shall be governed by the laws of the State of New York, excluding any conflict of laws principles.

ADDENDUM 1

Data Processing Addendum

This Data Processing Agreement (the “DPA”), entered into by the customer of the Slyk Services (“Customer”) and Fintech Server Global (“FSG”), governs the Processing of Personal Data that Customer uploads directly or through its end users or otherwise provides FSG in connection with the Slyk Services and the Processing of any Personal Data that FSG provides to Customer in connection with the Services.

This DPA is incorporated into the relevant FSG Agreement executed by Customer, referred to generically in this DPA as the “FSG Contract”. Collectively, the DPA and the FSG Contract are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) this DPA; and b) the FSG Contract. Except as specifically amended in this DPA, the FSG Contract remain unchanged and in full force and effect.

Definitions

  1. “Customer Personal Data”
  2. means Personal Data that Customer uploads directly or through its end users or otherwise provides FSG in connection with its use of FSG’s Services or (ii) for which Customer is otherwise a data controller.
  3. “Data Controller”
  4. means Customer.
  5. “Data Processor”
  6. means FSG.
  7. “Data Protection Requirements”
  8. means the Directive, the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.
  9. “Directive”
  10. means the EU Data Protection Directive 95/46/EC (as amended).
  11. “General Data Protection Regulation”
  12. means Regulation (EU) 2016/679, the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
  13. “Local Data Protection Laws”
  14. means any subordinate legislation and regulation implementing the Directive or the General Data Protection Regulation which may apply to the Agreement, including, but not limited to, the Data Protection Act 2018.
  15. “Personal Data”
  16. means any information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to FSG from Services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
  17. “Personal Data Breach”
  18. means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
  19. “Privacy Laws”
  20. means all applicable laws, regulations, and other legal requirements relating to
    1. privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and
    2. the use, collection, retention, storage, security, disclosure, transfer, disposal, and other Processing of any Personal Data.
  21. “Process”
  22. and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
  23. “Subprocessor”
  24. means any entity which provides processing services to FSG in furtherance of FSG’s processing on behalf of Customer, which is authorised by Customer.
  25. “Supervisory Authority”
  26. means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation, such as the Information Commissioner’s Office (“ICO”) in the UK.

Nature of Data Processing

  1. Each party agrees to Process Customer Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.

Compliance with Laws

  1. The parties shall each comply with their respective obligations under all applicable Data Protection Requirements and neither party shall perform their obligations under the Agreement in such a way as to cause the other party to breach any of its obligations under the Data Protection Requirements.

Customer Obligations

  1. Customer agrees to provide instructions to FSG and determine the purposes and general means of FSG’s processing of Customer Personal Data in accordance with the Agreement.

FSG Obligations

  1. Processing Requirements. FSG will:
    1. Process Customer Personal Data (i) only for the purpose of providing the Services using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. FSG will not use or Process the Customer Personal Data for any other purpose. FSG will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5 to 8 (inclusive) of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;
    2. Inform Customer immediately if, in FSG’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
    3. If FSG is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
    4. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on FSG’s behalf comply with the terms of the Agreement;
    5. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
    6. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) obtain the prior written consent of Customer to such subcontracting; (ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to its compliance with Data Protection Requirements in respect of the Customer Personal Data; and (iii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein and in particular a requirement that the Subprocessor will implement appropriate technical and organizational measures to ensure that the requirements of the Data Protection Requirements are met;
    7. Upon request, provide Customer with a summary of FSG’s privacy and security policies; and
    8. Inform Customer if FSG undertakes an independent security review.
  2. Notice to Customer. FSG will without undue delay inform Customer if FSG becomes aware of:
    1. Any non-compliance by FSG or its employees with any section of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA;
    2. Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless FSG is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;
    3. Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
    4. Any complaint or request to exercise any right under the General Data Protection Regulation received directly from a data subject of Customer. FSG will not respond to any such request without Customer’s prior written authorization.
  3. Assistance to Customer. FSG will without undue delay provide reasonable assistance to Customer regarding:
    1. Any requests from Customer data subjects in respect of exercising any of their rights under the General Data Protection Regulation for Customer Personal Data that FSG processes for Customer. In the event that a data subject sends such a request directly to FSG, FSG will promptly send such request to Customer;
    2. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer's data subjects regarding such Personal Data Breaches; and
    3. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.
  4. Required Processing. If FSG is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, FSG will inform Customer of this requirement in advance of any processing, unless FSG is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).
  5. Security. FSG will:
    1. Maintain appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) to protect against a Personal Data Breach;
    2. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all FSG personnel with respect to Customer Personal Data and liable for any failure by such FSG personnel to meet the terms of this DPA;
    3. Take reasonable steps to confirm that all FSG personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and
    4. Notify Customer of any Personal Data Breach by FSG or its Subprocessors without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.

Audit, Certification

  1. Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data Processing facilities from which FSG Processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, FSG will cooperate with such audit. Customer is responsible for all costs and fees related directly to such audit, including all reasonable costs and fees for any and all time FSG reasonably expends for any such audit, in addition to the rates for Services performed by FSG.
  2. Audits. FSG must, upon Customer’s request by email to support@FSG.com, certify compliance with this DPA in writing. If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm FSG’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and FSG may audit FSG’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to FSG and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related directly to such audit, including all pre-agreed reasonable costs and fees for any and all time FSG reasonably expends for any such audit, in addition to the rates for Services performed by FSG. Before the commencement of any such audit, Customer and FSG shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify FSG with information regarding any non-compliance discovered during the course of an audit. Customer may not audit FSG more than once annually unless Customer has reasonable grounds to suspect there has been a breach by FSG of this DPA or if there is a change in the business which may have an effect on FSG’s compliance with Data Protection Requirements.

Data Tranfers

  1. FSG will not transfer or otherwise process any EU Personal Data outside of the EEA without the prior written consent of the Customer, unless required to do so by relevant Legislation and in such a case FSG shall inform Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
  2. The parties acknowledge and agree that where Customer gives instructions to transfer Customer Personal Data outside of the EEA, such transfer will not be affected unless and until Customer is satisfied that adequate safeguards and an adequate level of protection are in place in respect of the Customer Personal Data to be transferred in accordance with Data Protection Requirements.
  3. In the event that FSG intends to carry out Processing of Customer Personal Data in a jurisdiction outside of the EEA, the parties will be required to put in place adequate safeguards and an adequate level of protection in respect of the Customer Personal Data to be transferred in accordance with Data Protection Requirements.

Data Return and Deletion

  1. The parties agree that on the termination of the Services or upon Customer’s reasonable request, FSG shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent FSG from returning or destroying all or part of the Customer Personal Data disclosed. In such case, FSG agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable Legislation.

Indemnity

  1. FSG shall indemnify and hold harmless the Customer and its employees from and against any reasonable damages, costs, expenses (including reasonable court costs and legal fees), fines and other liabilities arising out of or resulting from any third party claims or actions resulting from a breach of this DPA or Data Protection Requirements by FSG.

Term

  1. This DPA shall remain in effect as long as FSG carries out Customer Personal Data Processing operations on behalf of Customer or until the termination of the FSG Contract (and all Customer Personal Data has been returned or deleted in accordance with Section 8 above).
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