Whether you are a startup or an industry leader, Lune can help you unlock the power of your transaction data
Unit 208, 209 - Level 1
Gate Avenue South Zone - DIFC
Last Updated: 30 October 2022
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Affiliate: means any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.
Agreement: means these Terms of Service and its schedules together with any Order Forms agreed between the parties and any ancillary agreements or documents referred to herein.
Authorised Users: means those employees, agents, subcontractors and End Users who are authorised by Client to use the Services.
Business Day: means a day other than a Saturday, Sunday or public holiday when public authorities are open for business in the United Arab Emirates.
Business Hours: 9am - 5pm Gulf Standard Time (GST) during Business Days.
Client: means the client set out on the Order Form.
Client Data: the information and data (including Personal Data) inputted by Client, Authorised Users, or Lune on Client’s behalf for the purpose of using the Services or facilitating Client’s use of the Services.
Confidential Information: means all documentation, technical information, software, business information, feedback, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this contract.
Client Infrastructure: means the mobile application, computer servers, networks, other information technology hardware, platforms, systems and applications owned or operated by the Client and in respect of which any Services are to be provided.
Data Protection Laws: means all applicable data protection and privacy laws that apply to Lune’s performance under this Agreement pertaining to the collection, use, disclosure, security or protection of personal data.
Data Subject: means any natural person identified or identifiable by Personal Data.
DPA: means the Data Processing Agreement attached at Schedule 1.
Enrich: means the process of categorizing, adding a corresponding brand name and relevant logo if available to transactions arising on the Client Infrastructure.
Enriched Transaction Data: means all financial transaction data processed through the Lune Enrichment API.
Effective Date: means the date set out on the Order Form.
End-User: means the corporate and/or individual customer of Client whose transactions are processed through the Lune Enrichment API.
Fees: means the fees for the Services as set out in the Order Form.
Initial Term: means the initial term of this agreement asset out in the Order Form.
Losses: means any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) and any judgments, civil money penalties, fines, or settlement disbursements awarded against or incurred by a party.
Lune Enrichment API(s): means the Lune application programming interface (API) or such other method used by Lune to enable Client to Enrich transaction data.
Monthly Minimum Commitment (MMC) means the fixed monthly minimum commitment fee chargeable from the Effective Date of this Agreement, as set out in the Order Form.
Manday: means eight (8) hours of work of one Lune’s employees.
Personal Data: means any and all personal data including sensitive personal data within the meaning of the Data Protection Laws in respect of which Client is a data controller and which will be processed in the performance of the Services under this Agreement.
Professional Services: means the professional services provided by Lune as set out in a Statement of Work.
Services: means access to the Lune Enrichment API, and any other services as more particularly described in the Order Form.
Statement of Work: the statement of work agreed between the parties setting out details of the Professional Services to be provided by Lune, which forms part of and shall be subject to the terms and conditions of the Agreement.
Term: has the meaning given in Clause 11.1.
Third Party Providers: means third party entities engaged by Lune to provide services which services are delivered as part of the Services or are delivered alongside the Services. The Third Party Providers are listed in the DPA.
Virus: means anything or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mail.
2.1 Subject to the terms and conditions of this Agreement, Lune hereby grants to Client a non-exclusive, non-transferable right, without the right to grant sub-licences, of access to and use of the Services during the Term.
2.2 Client undertakes that each Authorised User shall keep a secure API key and/or username and password for their use of the Services and that each Authorised User shall keep their key and/or username and password confidential.
2.3 Any Professional Services requested by Client shall be agreed in a Statement of Work. Client will give Lune timely access to any Client materials reasonably needed for the Professional Services, and if Client fails to do so, Lune’s obligation to provide the Professional Services will be excused until access is provided. Client may use deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in clause 3.
3.1 Client shall use best endeavours to prevent any unauthorised access to, or use of, the Services and in the event of any such unauthorised access or use, promptly notify Lune.
3.2 Client shall be responsible for the acts and omissions of its Affiliates and Authorised Users who access the Services, as though they were the acts and omissions of Client. Client agrees to defend, hold harmless and indemnify Lune and its Affiliates, officers, employees, agents and subcontractors against any Losses arising from the acts or omissions of Client’s Affiliates and Authorised Users.
3.3 Client shall not during the during theTerm of this Agreement:
3.1.1 cache transaction requests, i.e. not call the Lune Enrichment API for every transaction to generate independent Enriched Transaction Data;
3.1.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; attempt to decipher, decompile, reverse compile, disassemble, reverse engineer, translate, screen scrape or otherwise reduce to derive source code, algorithms, tags, specification, architecture, structure or other elements of the Services, in whole or in part; access all or any part of the Services or use Enriched Transaction Data in order to build a product or service which competes with or replaces the Services; or work around any technical limitations in the Services;
3.1.3 access, store, distribute or transmit any Viruses, or any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (ii) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence; or (iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorised advertising, promotional or marketing materials; or(v) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation;
3.1.4 remove any Lune mark, logo, trade name, copyright notice and/or any other proprietary notice (as applicable) from the Services; or
3.1.5 do or permit to be done any act or omission in relation to the performance of its obligations under this Agreement which does or may adversely materially affect the reputation, goodwill, or image of Lune.
3.4 Client shall (i) comply with all applicable laws and regulations with respect to its activities under thisAgreement; (ii) obtain and shall maintain all necessary licences, consents, and permissions necessary for Lune, its Third Party Providers and subcontractors to perform their respective obligations under this Agreement; and (iii) be solely responsible for procuring and maintaining its network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client's network connections or telecommunications links.
3.5 Without prejudice to Lune’s other rights in law or equity, Lune reserves the right, without liability to Client, to suspend or disable Client’s or any Authorised Users or End User’s access to the Services where a Client, Authorised User or End User breaches the provisions of this clause 3 and Client shall not there by be entitled to claim any refund or compensation for such suspension. Given the nature of the obligations in this clause 3 and the impact a breach of same could have on Lune and the Services, no remedy period shall be granted prior to Lune exercising the suspension rights herein.
4.1 Lune shall invoice Client and Client shall pay the Fees in accordance with the provisions of the Order Form and this clause 4.
4.2 If Lune has not received payment of Fees within fifteen (15) days after the due date in accordance with the payment terms set out in the Order Form, and without prejudice to any other rights and remedies of Lune, Lune may subject to a further fifteen (15) days written notice without liability to Client disable Client’s access to all or part of the Services. Lune shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
4.3 All amounts stated or referred to in this Agreement are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of Value Added Tax which shall be added to Lune's invoice(s) at the appropriate rate. Client will pay all taxes and duties assessed in connection with this Agreement. Client shall pay all Fees in full without set off or counterclaim.
4.4 Lune reserves the right to change the Fees and/or to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Client (which may be sent by email).
5.1 Client may contact Lune for support in relation to the Services by contacting firstname.lastname@example.org during Business Hours.
5.2 From time to time it may be necessary for Lune to complete maintenance on the Services. If the maintenance is likely to result in unavailability of the Services then Lune will endeavour to advise Client in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.
6.1 Each party warrants that it has the full corporate power (i) to enter into this Agreement, (ii) to carry out its obligations hereunder, and (iii) to grant the rights herein granted to the other party.
6.2 Client warrants that Client Data, material, content or links provided to Lune by or on behalf of Client: (i) are owned by Client or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under Data Protection Laws or direct marketing laws and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property, injury, damage or harm of any kind to any person or entity.
6.3 Lune does not warrant that Client’s use of the Services will be uninterrupted or error-free or that the Services will operate in combination with third party services used by Client save where otherwise agreed. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Lune is not responsible for any delays, delivery failures, or other damage resulting from the transfer of data over communications networks and facilities, including the internet.
6.4 Client may choose to use the Services with third-party platforms. Use of third-party platforms is subject to Client’s agreement with the relevant provider and not this Agreement. Lune does not control and has no liability for third-party platforms, including their security, functionality, operation, availability or interoperability or how the third-party platforms or their providers use Client Data. If Client enables a third-party platform with the Services, Lune may access and exchange Client Data with the third-party platform on Client’s behalf.
6.5 Other than with respect to the express warranties set forth herein, the Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those merchantability and fitness for a particular purpose, are to the fullest extent permitted by applicable law hereby disclaimed and excluded by Lune from this Agreement. Client is solely responsible for determining the suitability of the Services for its use in light of any applicable legislation or regulations including without limitation, Data Protection Laws.
6.6 Lune reserves the right to introduce new or enhanced features and functionalities to the Services which shall not impair or reduce the current functionality of the Services.
7.1 Client acknowledges and agrees that Lune and/or its licensors own all intellectual property rights in the Services and to Enriched Transaction Data. Except as expressly stated herein, this Agreement does not grant Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. To the extent that any modifications or improvements to the Services are carried out under or in connection with this Agreement, whether by Lune alone or jointly with Client, all intellectual property rights to such improvement or modifications shall be assigned to and shall vest with and be solely owned by Lune and/or its licensors.
7.2 Client shall own all right, title and interest in and to all Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. Client hereby grants Lune anon-exclusive royalty free and fully paid worldwide license to process Client Data to the extent contemplated by this Agreement.
8.1 In providing its Services under this Agreement, Lune may be required to process Personal Data on Client’s behalf. In such circumstances, the parties record their intention that Client and its Affiliates (as applicable) shall be the data controller and Lune shall be a data processor and each party shall comply with the DPA and all Data Protection Laws.
8.2 Client acknowledges and agrees that Lune may collect and use anonymised data from the Services relating to outcomes, usage data and other information solely for the purposes of improving the user experience and providing value added services. This data shall be irreversibly anonymised and shall therefore no longer be considered personal data under the Data Protection Laws.
8.3 Lune shall not use any information, data (whether Personal Data or Client Data) in any form, whether aggregated or not, for any commercial use. Lune warrants that it shall not sell, barter or exchange any such data with any other party for any reason not expressly contemplated in this Agreement.
9.1 Lune will indemnify Client in respect of Losses to the extent arising out of claims by third parties that the Services infringes a third-party’s copyright, trademark existing or patent granted as of the date of delivery in any country in which the Services are delivered. If Services are or are likely to be held to be infringing, Lune will at its expense and option either: (i) procure the right for Client to continue using it, (ii) replace it with anon-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate this Agreement and refund to Client fees paid for any unused portion of the Services.
9.2 Notwithstanding clause 9.1, Lune shall have no liability to Client to the extent that any claim for infringement is based upon (i) modifications to the Services made by anyone other than Lune or a party authorised by Lune; (ii) a claim for which Client must indemnify Lune below; (iii) combination of the Services with software not provided by Lune; (iv) unauthorised use of the Services or use in breach of this Agreement; or (v) any free or evaluation use.
9.3 The rights granted to Client under clause 9.1 shall be Client’s sole and exclusive remedy and Lune’s entire liability for any alleged or actual infringement of intellectual property rights of any third party.
9.4 Client shall defend, hold harmless and indemnify Lune and its Affiliates, officers, employees, agents and subcontractors against any Losses that arise from or in connection with; (i) unauthorised use of the Services; (ii) infringement of Lune’s Intellectual Property Rights; (iii) material breach of this Agreement; and (iv) any breach of Client’s obligations under Data Protection Laws including violations of third party rights due to Client’s use of the Services.
9.5 To receive the indemnities contained in this Agreement, the party seeking indemnification (“Indemnified Party”) must promptly notify the other party (“the Indemnifying Party”) in writing of a claim or suit relevant to the indemnity and provide reasonable cooperation (at the Indemnifying Party’s expense) The Indemnifying Party will have sole control of the defence and settlement of any claims for which it provides indemnification hereunder, provided that the Indemnifying Party will not enter into any settlement of such claim without the prior approval of the Indemnified Party, which approval will not be unreasonably withheld. The Indemnified Party shall have the right to retain separate counsel and participate in the defence of the action or claim at its own expense.
10.1 To the maximum extent permitted by applicable law, Lune will not have any liability to Client for any loss of profits, business, revenue, goodwill, reputational damage, or for any indirect, special, incidental, punitive, or consequential damages however caused and under any theory of liability whether or not Lune has been advised of the possibility of such.
10.2 Subject to clause 10.1, to the maximum extent permitted by applicable law, Lune’s and its Affiliates total aggregate liability arising out of or related to this Agreement or the Services under any theory of law (including liability for negligence or breach of statutory duty or an indemnity claim) shall not exceed the total amount of the Fees paid by Client in the six months preceding the claim under which the liability has arisen.
11.1 This Agreement shall commence on the Effective Date and shall, unless otherwise terminated as provided for herein, continue for the Initial Term. Thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: (a) either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or RenewalPeriod; or (b) otherwise terminated in accordance with the provisions of this Agreement. The Initial Term together with any subsequent Renewal Periods shall constitute the Term.
11.2 Either party shall be entitled to terminate the Agreement on written notice in the event of:
11.2.1 a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen (15) days of its receipt of written notice of the breach from the non-defaulting party;
11.2.2 fraud or wilful default of the other party; or
11.2.3 the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.
11.3 Lune may, without prejudice to its other rights or remedies, terminate this Agreement where Lune invoice(s) remain unpaid despite issuing Client with written notice and a further grace period of fifteen (15) days to discharge same.
11.4 On termination of this Agreement for any reason:
11.4.1 all licences and rights of access to the Services granted under this Agreement shall immediately terminate;
11.4.2 each party shall return and make no further use of any software, confidential information, property and other items(and all copies of them) belonging to the other party; and
11.4.3 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 the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
12.1 Each Party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other Party, (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information disclosed by the Disclosing Party and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis and strictly in relation to the provision of the Services, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 12 and the Receiving Party remains ultimately liable for any breach thereof.
12.2 The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 12.3.
12.3 This clause 12 shall not apply with respect to information the Receiving Party can document:
12.3.1 is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents;
12.3.2 is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party;
12.3.3 was independently developed by the Receiving Party without reliance on the Confidential Information; or
12.3.4 is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).
12.4 Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Disclosing Party immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Disclosing Party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
12.5 A party must notify the Disclosing Party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information
Lune shall have no liability to Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by unforeseeable acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Lune or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, provided that Client is notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non- performance continues for three (3) months, the party not affected may terminate this Agreement by giving one calendar month written notice to the other party.
14.1 The parties agree not to employ or retain any person who is employed or retained by any party for a period of 12 months following the Agreement termination date, without the prior written consent of the other party. In case of breach of this Clause, the defaulting party shall compensate the other party an amount equal to all visa costs plus 12 months’ salary plus bonuses of the person employed.
14.2 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
14.3 Invalidity. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14.4 Entire Agreement. This Agreement (which includes all Order Forms and the DPA), and any documents referred to init, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Additional Order Forms may be agreed between the parties referencing this Agreement, each of which shall form part of the Agreement.
14.5 Assignment. Either party may assign on written notice all of its rights and obligations under this Agreement to (i) anAffiliate, (ii) a purchaser of all or substantially all assets related to thisAgreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which a party is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
14.6 Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. However, Company may include Client and its trademarks in Company’s customer lists and promotional materials but will cease this use at Client’s written request.
14.7 No agency. Nothing in this Agreement is intended to or shall operate to create a partnership, agency or joint venture between the parties, or authorize either party to act as agent for the other.
14.8 Notice. Any notice to be given by either party for the purposes of the Agreement shall be sent by mail/email to the contact party whose details are set out in the Order Form. A notice delivered (i) by hand shall be deemed to have been received when delivered or if delivery is not in business hours, at 9am on the first business day following delivery, (ii) by post if correctly addressed by prepaid registered delivery shall be deemed delivered two days from the date of posting and five days for pre-paid registered airmail, and (iii) by email shall be deemed to have been received at 9.00am on the next Business Day after transmission.
14.9 Variation. No variation of this Agreement shall be valid or effective unless it is in writing, refers to thisAgreement and is duly signed or executed by, or on behalf of, each party.
14.10 Third Party Rights. Unless otherwise expressly provided, no provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than Lune and Client any rights, remedies or other benefits under or by reason of this Agreement.
14.11 Service. Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the company secretary (or similar officer) of the party to be served at its registered office or to such other address as may be notified in writing to the other party.
14.12 Survival.The following Clauses shall survive the termination or expiration of thisAgreement: clause 3, 6, 7, 8, 9, 10, 11,12, 13, and this clause 14.
14.13 Counterparts.This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.
14.14 Dispute Resolution. The parties shall do their best acting in good faith to settle amicably any dispute, controversy or claim arising out of or in connection with the existence, validity, construction, performance and termination of the Agreement (or any terms thereof). Escalation to the senior management of the parties shall be the preferred dispute resolution methodology. If senior management cannot resolve the dispute within 30 days of first notification of the dispute the matter shall be referred to the courts of the Dubai International Financial Centre in accordance with clause 14.15.
14.15 Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it are governed by and construed in accordance with the laws of the Dubai International Finance Center. The parties irrevocably agree that the Dubai International Financial Centre has exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
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1.1 In providing the Services under this Agreement, Lune is required to process Personal Data on Client’s behalf. The parties record their intention that Client and its Affiliates (as applicable) shall be the data controller and Lune shall be a data processor.
1.2 Client and its Affiliates shall, at all times, comply with their respective obligations as data controller and shall be responsible for processing of all Personal Data processed under or in connection with this Agreement by their respective contractors or agents and authorised users in accordance with their obligations under Data Protection Laws.
1.3 Client shall ensure that all Data Subjects been informed of and/or have given their consent, as required by Data Protection Laws to the specific use, processing, and transfer as contemplated by this Agreement.
1.4 Annex1 to this DPA sets out certain information regarding Lune and its sub processors processing of thePersonal Data as required by article 28(3) of the GDPR.
1.5 Client hereby instructs Lune (and consents and authorises Lune to instruct each subprocessor) to process Client Personal Data as reasonably necessary for the provision of the Services and consistent with theAgreement.
2.1 If and to the extent that Lune processes Client Data pursuant to this Agreement, Lune warrants, represents and undertakes to Client that it shall:
2.1.1 not process, disclose to or source from any third party, any Personal Data except to the extent, and in such a manner, as is reasonably necessary for the provision of the Services and then only where Lune is acting on and in accordance with the express written instructions of Client and/or its Affiliates, and at all times in accordance with all Data Protection Laws;
2.1.2 taking into account the ongoing state of technological development and the nature, scope, context and purposes of the processing of the Personal Data, implement and maintain appropriate technical and organisational measures to protect Client Data including but not limited to against accidental unauthorised or unlawful loss, destruction, damage, alteration, access, disclosure or other processing;
2.1.3 not transfer or process any Client Data outside the jurisdiction in which it was collected, including any transfer via electronic media, without the express prior written consent of Client (and subject then in any event to the execution of an appropriate data transfer agreement);
2.1.4 cooperate as reasonably requested by Client to enable Client to (i) comply with any exercise of rights by a Data Subject under the Data Protection Laws in respect of Personal Data processed by Lune under this Agreement and shall implement and maintain appropriate technical and organisational measures to assist Client in responding to such requests from Data Subjects and shall notifyClient promptly upon receipt of any such request from a Data Subject; and (ii) comply with any assessment, enquiry, notice or investigation under DataProtection Laws which includes assisting Client where required in its obligations (including but not limited to the completion of a data protection impact assessment) to the extent this relates to the Services. Any such reasonable assistance shall be at the cost of Client;
2.1.5 maintain proper records of any Client Data processed by or on behalf of Lune pursuant to this Agreement;
2.1.6 ensure that all Lune Personnel engaged in the provision of the Services have entered into a confidentiality agreement with Lune and shall further ensure that such Lune Personnel are made aware of and observe Lune's obligations under this Agreement with regard to the security and protection of Personal Data;
2.1.7 at Client's option within thirty (30) days in writing to Lune, either (i) return to Client, or, (ii) delete from its systems, or destroy and make permanently unusable, all Client Data and any copies, records, analysis, memoranda or other notes to the extent containing or effecting any Personal Data and Lune shall provide a certificate of confirmation from a senior authorised representative of Lune that this paragraph 2.1.7 has been complied with in full in accordance with Lune extract, return and deletion procedures and no longer than thirty (30) days from receipt of the request;
2.1.8 appoint and identify to Client a named individual within Lune to act as a point of contact for any enquiries fromClient relating to Personal Data and cooperate in good faith with Client concerning all such enquires within a reasonable time period;
2.1.9 only sub-contract any element of the data processing provided that (i) Client has given its express prior written consent to the use of such a sub-contractor or (ii) has given its prior general consent to sub-contracting of the data processing by Lune from time to time. In the case of (ii), Lune will maintain a list of subcontractors used from time to time in relation to the data processing and will make such list available to Client with any proposed additional or replacement sub-contractors prior to the introduction of any such addition or replacement. Client may reasonably object to the inclusion or replacement of any particular sub-contractor proposed by Lune. If no written objections have been received within ten (10) days, the proposed subprocessor shall be deemed accepted. Lune shall ensure that (i) the terms governing the engagement between Lune and any subcontractors are not less protective with respect to Processing of ClientData compared to the provisions of this DPA and any other relevant provisions of the Agreement to the extent those requirements are applicable to the nature of the Services provided by the subprocessor; and (ii) Lune will remain responsible for the sub-contractor’s compliance with its obligations and for any acts or omissions of such subcontractor.
Without prejudice to the other provisions of this DPA, Lune shall promptly upon becoming aware of any unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Client Personal Data transmitted, stored or otherwise processed under this Agreement (“DP Incident”) notify Client of the DP Incident by email, where the DP incident directly affects Client Data, or the services being offered to Client.Lune shall, at no additional cost to Client (save that Client shall reimburse Lune's reasonable costs where Lune has complied fully with its obligations under thisAgreement and such DP Incident is not due to Lune’s default or neglect), provide Client with all resources and assistance as required by Client for Client to notify the relevant competent authority (or analogous body in any other relevant jurisdiction and/or anybodies which may succeed or replace them from time to time and any other relevant regulatory authorities) of the DP Incident and for Client to provide such reports or information as may be requested by it in relation to such DP Incident and/or for Client to notify the relevant Data Subjects of such DP Incident.
4.1 Client acknowledges and confirms it prior consent to sub-contracting of the data processing by Lune from time to time to its Third Party Providers, which may be changed in accordance with Clause 2.1.9.
4.2 Lune agrees that Client Data will at all times be stored within the jurisdiction in which data is collected using the Third Party Providers except as may be agreed with specific clients on a client-by-client basis.
5.1 Should changes to Data Protection Laws, including the interpretation thereof, entail increased costs for Lune or its subprocessors, Lune may, subject to providing written notice to Client, increase the Fees charged to Client to reflect the increased costs of compliance. The increase to Client should be fair and reasonable and should be proportional to what other similar Lune clients are being asked to pay. The Client shall have the right to either accept this increase or immediately terminate the Agreement, subject to discharging all Fees due and owing at the date of termination.
5.2 Lune may propose variations to this DPA which Lune reasonably considers to be necessary to address the requirements of the Data Protection Laws. The Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified as soon as is reasonably practicable. Client shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Lune to protect Lune and the subprocessors against additional risks associated with the variations proposed.
This Annex 1 includes certain details of the processing of Client Personal Data as required by Data Protection Laws, depending on whether the Client has contracted for Tier 1 or Tier 2 Services, as indicated on the Order Form.
Whilst Lune does not require Client Personal Data for Tier 1 Lune Enrichment API Services, Client’s Authorised Users may include bank transfer data that may reference Personal Data e.g. a Data Subject’s name.
Where the subject matter does include Client Personal Data, the duration of the Processing of Client Personal Data is set out in the Agreement.
Lune will Process Personal Data as necessary to perform the Services pursuant to the Agreement and as further instructed by Client in its use of the Services.
Client Personal Data relating to the following type of data categories:
Client Personal Data relating to the following type of Data Subjects:
These are as set out in the Agreement and this DPA.
Lune may provide notice of change to these provisions where an update is required due to changes to Services or changes required due to Data Protection Laws, including their interpretation.