The www.addressfix.ie Website Terms of Use (the “Terms”)
 
Access to and use of the www.addressfix.ie website is subject to the following terms of use. Please read them before using the site.
 
Since they are for the protection of both you and An Post GeoDirectory DAC, having its registered office at the GPO, O'Connell Street, Dublin 1, D01 F5P2 (herein referred to as “GeoDirectory”), please take the time to read them carefully.
 
By using this website or by ticking an ‘I Accept’ tick-box or similar function on this website in respect of these Terms, you will be deemed to have accepted these Terms.  Please note that this website is owned and operated by GeoDirectory and that references to “we”, “us” and “our” mean GeoDirectory, and that references to “you” or “your” mean you as a user of the Services (as defined below).
 

  1. Copyright in this site and the information set out on it belongs to us or our licensors and may not be copied, transmitted or reproduced without our prior consent.  All copyright, trademark and other proprietary notices must be left intact.  Save as otherwise specified, the contents of all the pages contained in this site are copyright of GeoDirectory or its licensors.
    1. Reproduction of part or all of the contents of the pages in any form is prohibited other than in accordance with the following permissions. You are granted a non-exclusive, non-transferable licence solely for the purpose of using this site and any services available on this site, which primarily relate to you submitting addresses to us via this site, and us ‘fixing’ those addresses by checking them against our database of addresses, and then us making the ‘fixed’ address information available to you (the “Services”). You may make one electronically stored, transient copy of these pages of this site for the exclusive purpose of on-line viewing. You may make one hard copy of these pages for exclusively, non-commercial purposes.
    2. Save whether otherwise specified the author(s) of the literary and artistic work set out in the pages contained in this site has/have asserted his/her/their moral rights to be identified as the author of these works.
    3. This licence does not permit incorporation of the material or any part of it in any other work or publication, whether in hard copy or electronic or any other form. In particular (but without limitation) no part of this site may be distributed or copied for any commercial purpose.
    4. No part of this site may be reproduced on, or transmitted to, or stored in any other website or other form of electronic retrieval.
  2. Some pages on this site contain hypertext links to websites of agents of GeoDirectory or third parties. You are reminded that when you enter such sites, you will be subject to the terms and conditions of those sites.  GeoDirectory is not responsible for the content of third party sites. GeoDirectory does not endorse the companies, goods or services of any third party unless explicitly stated.
  3. Some pages on this site contain hypertext links to websites not maintained by GeoDirectory. You are reminded that when you enter other websites via such hypertext links, you will not be subject to these Terms, and you will not benefit from the protections afforded to you in using our site. We will not be liable in any way for the content, availability or use of such links to websites and you use such links entirely at your own risk.
  4. You warrant that you will use this site in accordance with all the terms and conditions applying to such use and you agree to indemnify GeoDirectory for any liability accruing to GeoDirectory from your use of this site.
  5. This site is established in Ireland in accordance with the laws of Ireland and will be governed by the laws of that country. When you use the site, you accept that your use of the site and any information on the site will also be governed by the laws of Ireland and if any claim or dispute arises from your use of the site or any information on it, you agree that the Irish Courts will have non-exclusive jurisdiction over all such claims or disputes.
  6. The use of this site or the distribution of information on the site may be restricted by local law or regulation in certain jurisdictions and this website is not intended for use nor the information intended for distribution in such jurisdictions and the persons accessing this website should inform themselves about and observe any such restrictions.
  7. No third party is permitted to link any other website to this site without obtaining our prior written consent.
  8. Please note that the sending of personal information via e-mail over the Internet may not be secure and can be intercepted by third parties or incorrectly delivered. You should not divulge confidential or personal information over the Internet unless you are using secure or encrypted communications technology.
  9. The contents of this site including these Terms are subject to change by us without notification to you. We accept no responsibility or liability for keeping the information in this site up to date or for any failure to do so.
  10. Disclaimer
The information contained in this site is for information purposes only. Whilst every care has been taken in its preparation, we do not make any warranties or representations as to its completeness, accuracy or reliability. Although we have made all reasonable efforts to ensure that all of the information on the site is accurate at the time of inclusion, we do not represent that this is the case, and it should not be relied upon as such. We neither accept nor assume any responsibility to you in relation to the contents of this site. Access to and use of this site is at the user’s own risk, and we do not represent or warrant the use of this site or any material downloaded from it will not cause damage to property, including, but not limited to, loss of data or computer virus infection. In no event do we accept liability of any description including liability for negligence for any damages whatsoever resulting from loss of use, data or profits arising out of or in connection with the access, use or performance of this site or any of its contents. We do not accept liability for any inaccuracies or omissions on this site. All implied warranties are excluded to the fullest extent permissible under law. We reserve the right to update or alter the information on this site including these Terms at any time without giving notice of the alterations. GeoDirectory do not give any warranty of uninterrupted use of this site and GeoDirectory do not accept liability for any information posted on this site by third parties.
  1. You will ensure that your use of this website complies with all applicable laws and regulations, including but not limited to those principles of law which protect against compromise of copyrights, trade secrets, proprietary information and other intellectual property rights, liable or defamation of character, invasion of privacy or tortious interference.
  2. Subject to paragraph 13 below, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.
  3. GeoDirectory is a Controller in respect of Registration Data, and is a Processor in respect of User Uploaded Data (on behalf of the Users, who are the Controllers in respect of User Uploaded Data). Details of the Processing of Registration Data by GeoDirectory (as a Controller), including Users’ rights in respect of such Processing, are set out in the Addressfix Privacy & Cookies Policy. To the extent that GeoDirectory Processes User Uploaded Data (as a Processor) on behalf of Users (as Controllers), the Data Processing Agreement set out in Appendix 1 below shall apply to GeoDirectory and such Users in respect of such Processing. The terms "Controller", "Processor", "Registration Data", "User Uploaded Data", "Users", and "Processing/Processes" shall have the meanings given to such terms in Appendix 1.
APPENDIX 1 – DATA PROCESSING TERMS
We/Our/Us: GeoDirectory
You/Your: a user of the Services
 
  1. DEFINITIONS
1.1          The following definitions and rules of interpretation apply in this data processing agreement (the                 “Agreement”), in addition to the definitions set out in the Terms above.
 
Account: an account which You are required to create (for registration purposes) on this site in order for You to avail of the Services, and for Us to administer Your use of the Services.
Appropriate Technical and Organisational Measures: the appropriate technical and organisational measures referred to in Data Protection Legislation (including, as appropriate, the measures referred to in Article 32(1) of the GDPR).
Business Purpose: the provision of the Services.
Controller: the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
Data: any data or information, in whatever form, including but not limited to images, still and moving, and sound recordings.
Data Protection Legislation: means the Data Protection Acts 1988 to 2018, GDPR, and any other applicable law or regulation relating to the Processing of Personal Data and to privacy (including the E-Privacy Directive and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (“E-Privacy Regulations”), as such legislation shall be supplemented, amended, revised or replaced from time to time.
Data Subject: an individual who is the subject of Personal Data (including any individual User).
Delete: to remove or obliterate Personal Data such that it cannot be recovered or reconstructed, and Deleted shall be interpreted accordingly.
DPC: Data Protection Commission, Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland.
EEA: European Economic Area.
GDPR: General Data Protection Regulation (EU) 2016/679.
GeoDirectory Required Data: has the meaning set out in Clause 2.1 below.              
Normal Business Hours: 9.00am to 5.00 pm in Ireland.
Our System: any information technology system or systems owned or operated by Us to which User Uploaded Data is delivered, including the Site (and any cloud based system utilized by us).
Personal Data: any information provided by You to Us relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier, including but not limited to an identifier, such as a name, an email address, a phone number, an identification number, location data, or an online identifier. This Agreement relates only to personal data, or any part of such personal data, in respect of which You are the Controller, and in respect of which We are the Processor.
Personal Data Breach: means any personal data breach in respect of the Personal Data which is caused by Us, where personal data breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.
Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.
Processing: 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, and Processed and Process shall be interpreted accordingly.
Processing Period: the period of thirty (30) days (referred to in Clause 4.3 of this Agreement) before Your User Uploaded Data is automatically Deleted.
Representatives: a party’s employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services.
Restricted Transfer: any transfer of Personal Data to countries outside of the EEA which are not subject to an adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Legislation.
Security Features: any security feature, including any encryption, pseudonymisation, key, PIN, password, token or smartcard.
Services: has the meaning given to that term in clause 1 (a) in the Terms above.
Site: the site/website referred to in the Terms (www.addressfix.ie or www.geoaddressfix.ie).
Standard Contractual Clauses: the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the DPC or an equivalent competent authority under Data Protection Legislation.
Sub-processor: has the meaning given to such term in Clause 12.1 of this Agreement.
Terms: the terms and conditions applicable to Your use of the Service and payment for same etc. which, for the avoidance of doubt are in addition to the Terms and this Agreement.
User: the Account holder.
User Uploaded Data: has the meaning set out in Clause 2.2 below.
 
  1. STATUS OF GEODIRECTORY
    1. You must register for Account in order to use the Services. The registration process asks for/collects, or We may separately collect from You in respect of Your use of the Services: (i) basic information, such as Your name (including name prefix or title), Your title or position; (ii) contact information, such as Your postal address, email address and phone number(s); (iii) financial information, such as payment-related information; (iv) technical  and browser related information, such as information from Your visits to Our Site or applications or in relation to materials and communications We send to You electronically; (v) identification, location and background information provided by You; or (vi) any other information relating to You which You may provide to Us (other than User Uploaded Data). When you log into the Services, Our servers automatically record information that your browser sends whenever you visit a website. These server logs may include information such as your web request, Internet Protocol address, browser type and settings, browser language location data, the address of the web page visited before using the Services, the date and time the Services was used, information about browser configuration and plugins, language preferences and one or more cookies that may uniquely identify Your browser. When You send email or other communication to GeoDirectory (other than in respect of User Uploaded Data included in support requests), We may retain those communications in order to process Your inquiries, respond to Your requests and improve Our Services (any Personal Data that We collect from You for these purposes is hereinafter referred to together as “GeoDirectory Required Data”). GeoDirectory is a Controller in respect of GeoDirectory Required Data. Further details in respect of Our Processing of GeoDirectory Required Data is set out in Our Privacy and Cookies Policy.
    2. GeoDirectory Required Data is separate from and should be distinguished from User Uploaded Data. “User Uploaded Data” is data (which may include Personal Data) uploaded by You or others through Your Account/Your use of the Services, and should only include addresses; however, it is outside of Our control whether You include other Personal Data which has not been requested by Us. GeoDirectory is a Processor and You are the Controller in respect of User Uploaded Data. This Agreement deals with Our Processing of User Uploaded Data (not GeoDirectory Required Data) on Your behalf.
  2. SERVICES
    1. Your specific instructions given to Us in respect of Processing are the agreed details in respect of the Services set out in this Agreement.
    2. We shall Process User Uploaded Data for the Business Purpose only and in compliance with Your instructions as set out in this Agreement, unless required to do otherwise by law, in which case, where legally permitted, We shall inform You of such legal requirement before Processing.
    3. The categories of Personal Data to be Processed pursuant to this Agreement are as set out in Clause 2.2 of this Agreement. You agree to only upload Personal Data to the extent necessary to avail of the Services, and You further agree not to upload any special category Personal Data to the Site.
    4. If You (as an individual) create an Account and agree to this Agreement on behalf of a corporate entity, You represent, warrant and undertake to Us that: (i) You are authorised to bind that corporate entity to this Agreement, and that (ii) that corporate entity shall be responsible for Your obligations set out in this Agreement.
  3. PARTIES' OBLIGATIONS
    1. We shall:
      1. only make a copy of the User Uploaded Data to the extent reasonably necessary for the Business Purpose; and
      2. not extract, reverse-engineer, re-utilise, use, exploit, redistribute, re-disseminate, copy or store User Uploaded Data other than for the Business Purpose, or for the purposes of improving our Service.
    2. We shall notify You in writing without delay of any situation or envisaged development that shall in any way change the ability of Us to Process User Uploaded Data as set out in this Agreement.
    3. User Uploaded Data shall be automatically Deleted from Our System thirty (30) days after it has been uploaded. You will be permitted to download Your User Uploaded Data during this Processing Period, and We may send You a reminder email in respect of downloading Your User Uploaded Data before it is Deleted. Notwithstanding this, We shall, at Your cost and taking into account the nature of Our Processing of Personal Data, promptly comply with any written request from You requiring Us to amend, transfer or Delete any of User Uploaded Data in advance of the expiration of this period.
    4. At Your request and cost, taking into account the nature of Our Processing of the User Uploaded Data and the information available, We shall provide to You such information and such assistance as You may reasonably require, and within the timescales reasonably specified by You, to allow You to comply with Your obligations under Data Protection Legislation.
    5. Any proposal by Us to in any way use or make available User Uploaded Data other than as provided for pursuant to this Agreement shall be subject to prior written approval of You.
    6. You acknowledge that We are under no duty to investigate the completeness, accuracy or sufficiency of any of User Uploaded Data (other than as required to perform the Services).
    7. You shall:
      1. ensure that You are entitled to transfer User Uploaded Data to Us (including by uploading same to the Site) so that We may lawfully process and transfer (if applicable) User Uploaded Data in accordance with this Agreement;
      2. ensure that the relevant Data Subjects have been informed of, and have given their consent (when necessary) to, such use, processing, and transfer as required by Data Protection Legislation;
      3. notify Us in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Us to process User Uploaded Data as set out in this Agreement;
      4. ensure that You are in full compliance with Your obligations under Data Protection Legislation in respect of the User Uploaded Data which You instruct Us to Process pursuant to this Agreement; and You shall provide such information and such assistance to Us as We may reasonably require, and within the timescales reasonably specified by Us, to allow Us to comply with Our obligations under Data Protection Legislation.
  4. OUR EMPLOYEES
    1. We shall take reasonable steps to ensure the reliability of all Our employees who have access to User Uploaded Data, and to ensure that such employees have committed themselves to a binding duty of confidentiality in respect of User Uploaded Data.
  5. RECORDS
    1. Without prejudice to Clause 4.3 of this Agreement, We shall keep at Our normal place of business records (including in electronic form) relating to all categories of Processing activities carried out on behalf of You, containing:
      1. the general description of the security measures taken in respect of the User Uploaded Data, including details of any Security Features and the Appropriate Technical and Organisational Measures;
      2. the name and contact details of Us; any sub-supplier; and where applicable Our representatives; and where applicable any Data Protection Officer appointed by Us;
      3. the categories of Processing by Us on behalf of You; and
      4. details of any non-EEA Personal Data transfers, and the safeguards in place in respect of such transfers.
  6. AUDITS
    1. Subject to Clause 4.3 of this Agreement, You can access all User Uploaded Data held by Us via Your Account.
    2. Subject to Clause 7.3, 7.4 and 7.5, and to the extent required by Data Protection Legislation only, You shall have the right to examine and review the use by Us of User Uploaded Data (before it is automatically Deleted in accordance with Clause 4.3) provided to Us by You only for the purpose of ascertaining that User Uploaded Data has been used and Processed in accordance with the terms of this Agreement.
    3. An audit under this Clause 7 shall be carried out on the following basis: (i) You must first contact Us by email asking for evidence of compliance with Our obligations under this Agreement, and We shall respond to such email within 5 Business Days; (ii) if We have not responded to Your email with a response which is reasonably satisfactory to You within such 5 Business Day period then, no more than once during the Processing Period and during Normal Business Hours during the course of one Business Day You may audit Our Processing of Your Personal Data via a mechanism agreed by Us. You shall bear the reasonable expenses incurred by Us in respect of any such audit and any such audit shall not interfere with the normal and efficient operation of Our business. We may require, as a condition of granting such access, that You (and representatives of You) enter into reasonable confidentiality undertakings with Us.
    4. The scope of any examination and review by You of the use by Us of the Personal Data shall be agreed in writing prior to the commencement of any such examination and review.
    5. In the event that the audit process determines that We are materially non-compliant with our obligations under this Agreement, You may, by notice in writing, deny further access to Your User Uploaded Data.
    6. To the extent permitted under Data Protection Legislation, We may demonstrate Our and, if applicable Our Sub-processors’, compliance with Our obligations under this Agreement through Our compliance with a certification scheme or code of conduct approved under Data Protection Legislation.
  7. DATA SUBJECT REQUESTS
    1. The following sub-Clauses in this Clause 8 are subject to the agreement by You that We will not be required to be of any assistance to You after the expiration of the Processing Period, as Your User Uploaded Data will have been automatically Deleted at that point.
    2. Taking into account the nature of Our Processing of the User Uploaded Data and at Your cost, We shall assist You by employing Appropriate Technical and Organisational Measures, insofar as this is possible, in respect of the fulfilment of Your obligations to respond to requests from a Data Subject exercising his/her rights under Data Protection Legislation in respect of User Uploaded Data.
    3. We shall, at Your cost, notify You as soon as reasonably practicable if We receive:
      1. a request from a Data Subject for access to that person’s User Uploaded Data (relating to the Services);
      2. any communication from a Data Subject (relating to the Services) seeking to exercise rights conferred on the Data Subject by Data Protection Legislation in respect of User Uploaded Data; or
      3. any complaint or any claim for compensation arising from or relating to the Processing of such  User Uploaded Data.
    4. We shall not disclose the User Uploaded Data to any Data Subject or to a third party other than as provided for in this Agreement, or as required by law, in which case We shall, to the extent permitted by law, inform You of that legal requirement before We disclose the User Uploaded Data to any Data Subject or third party.
    5. We shall not respond to any request from a Data Subject in respect of Your User Uploaded Data except on the documented instructions of You or as required by law, in which case We shall to the extent permitted by law inform You of that legal requirement before We respond to the request.
  8. SECURITY
    1. We shall, in accordance with Our requirements under Data Protection Legislation, implement Appropriate Technical and Organisational Measures to safeguard the User Uploaded Data from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall be proportionate and reasonable to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.
    2. We shall ensure that User Uploaded Data provided by You can only be accessed by persons and systems that are authorised by Us and necessary to meet the Business Purpose (for example, Our cloud providers), and that all equipment used by Us for the Processing of User Uploaded Data shall be maintained by Us in a physically secure environment.
    3. You shall make a back-up copy of User Uploaded Data as often as is reasonably necessary and record the copy on media from which User Uploaded Data can be reloaded in the event of any corruption or loss of User Uploaded Data or deletion of User Uploaded Data in accordance with these Terms.
  9. BREACH REPORTING
    1. We shall promptly inform You if any of Your User Uploaded Data is lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorised or unlawful disclosure of or access to any of Your User Uploaded Data. In such case, We will use Our reasonable endeavours to restore such User Uploaded Data at Your expense (save where the incident was caused by Our negligent act or omission, in which case it will be at Our expense), and will comply with all of Our obligations under Data Protection Legislation in this regard.
    2. We must inform You of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay. Taking into account the nature of Our Processing of the User Uploaded Data and the information available to Us and at Your cost, We will provide sufficient information and assist You in ensuring compliance with Your obligations in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the DPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a high risk to the rights of such Data Subjects. Taking into account the nature of Our Processing of the User Uploaded Data and the information available to Us and at Your cost,     We shall co-operate with You and take such reasonable commercial steps as are directed by You to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  10. RESTRICTED TRANSFERS
    1. A Restricted Transfer may not be made by Us (other than transfers to Our affiliates and to any agents and contractors for the purposes of performing the Services and transfers to You (if You are based outside of the EEA), and You shall endeavour to obtain explicit consent from relevant Data Subjects in respect of such potential transfers) without the prior written consent of You (such consent not to be unreasonably withheld, delayed or conditioned), and if such consent has been obtained (or is unnecessary), such Restricted Transfer may only be made where there are appropriate safeguards in place with regard to the rights of Data Subjects (including but not limited to the Standard Contractual Clauses, Privacy Shield, binding corporate rules, or any other model clauses approved by the DPC).
    2. Subject to Clause 11.4, in the event of any Restricted Transfer by a party (“Data Exporter”) to a contracted Sub-processor, to any affiliate of You or otherwise (“Data Importer") for which your consent has been obtained (or is unnecessary), We and You shall procure that (i) You (where the Restricted Transfer is being made at the request of You) or Us acting as agent for and on behalf of You (where the Restricted Transfer is being made at the request of Us), and (ii) the Data Importer, shall enter into the Standard Contractual Clauses in respect of such Restricted Transfer.
    3. If You avail of the Service from outside of the EEA which would result in a Restricted Transfer, You agree that You are contractually bound by the Data Exporter and Data Importer obligations in the following Standard Contractual Clauses in respect of such Restricted Transfer: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915. You further agree to complete all relevant information in such Standard Contractual Clauses and provide a signed copy of same to Us on our request.
    4. Clauses 11.1 or 11.2 or 11.3 shall not apply to a Restricted Transfer if other compliance steps (which may include, but shall not be limited to, obtaining explicit consents from Data Subjects) have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.
  11. SUB-PROCESSORS
    1. You agree and acknowledge that We are generally authorised to have User Uploaded Data Processed by any of Our affiliates and by any agents and contractors for the purpose of providing the Services (a “Sub-processor”). We will maintain a list of Sub-processors used by Us, which will be available to You on request by You, and which will contain details of current appointed Sub-processors and any intended changes concerning the addition or replacement of other Sub-Processors. If You object to such sub-processing arrangements, then You should confirm this to Us and, if You do so confirm, You acknowledge that You may no longer be able to avail of some or all of the Services.
    2. We must enter into a data processing contract (or other contractual arrangement with similar effect) with the Sub-processor which places the same (or substantially similar) data protection obligations on the Sub-processor as We have in this Agreement (in particular, providing sufficient guarantees to implement Appropriate Technical and Organisational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).
    3. We will remain fully liable to You in respect of any failure by the Sub-processor to fulfil its data protection obligations in this regard.
  12. WARRANTIES AND UNDERTAKINGS
    1. You hereby warrant and undertake that:
      1. You have complied with and shall continue to comply with Your obligations under Data Protection Legislation;
      2. You have the right to transfer User Uploaded Data to Us in               accordance with the terms of this Agreement;
      3. Your instructions that are set out in this Agreement accurately reflect the instructions of the Controller to the extent that We are a Processor on behalf of the Controller;
      4. You shall and shall cause, appropriate notices to be provided to, and valid consents to be obtained from (when necessary), Data Subjects, in each case that are necessary for Us to Process (and have Processed by Sub-processors) Personal Data under or in connection with this Agreement, including Processing outside the EEA on the basis of any of the legal conditions for such transfer and Processing set out in Clause 11 above;
      5. You shall not, by act or omission, cause Us to violate any Data Protection Legislation, notices provided to, or consents obtained from, Data Subjects as a result of Our or Our Sub-processors’ Processing the User Uploaded Data; and
      6. notwithstanding anything contained in this Agreement, You shall pay in immediately available funds Our costs incurred or likely to be incurred, at Our option in advance under this Agreement (where matters are stated to be at Your cost).
  13. INDEMNITY
    1. You (the “Indemnifying Party”) agree to indemnify and keep indemnified and defend at Your own expense Us, Our affiliates, and Our respective directors, officers, employees, representatives, and agents (the “Indemnified Parties”) against all costs, claims, damages or expenses incurred by the Indemnified Parties or for which the Indemnified Parties may become liable due to any failure by the Indemnifying Party or its employees or agents to comply with any of his/her/its obligations under this Agreement or any breach of warranty in this Agreement, and/or under Data Protection Legislation.
  14. LIMITATION OF LIABILITY
    1. Unless required to do so by the DPC or any other competent supervisory authority, We shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of User Uploaded Data, without the prior written agreement of You.
    2. You acknowledge and agree that We are reliant on You for direction as to the extent to which We are entitled to use and process User Uploaded Data. Consequently, We will not be liable to you for any claim brought by a Data Subject or any regulatory fine/order arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions and/or the transactions contemplated by this Agreement.
    3. Our liability to You in respect of this Agreement is limited to the amount paid by You to Us in fees (pursuant to the Terms) in the twelve (12) months prior to the date on which the event giving rise to the relevant liability arose.
    4. This Clause 15 is intended to apply to the allocation of liability for losses relating to Data Protection Legislation as between GeoDirectory and Users, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Legislation to the contrary, except:
      1. to the extent not permitted by applicable law (including Data Protection Legislation); and
      2. that it does not affect the liability of either Party to any Data Subject.
  15.  CONSEQUENCES OF TERMINATION ON USER UPLOADED DATA.
    1. Upon termination or expiry of the Terms and/or the Terms and/or deletion of Your Account prior to the expiration of the Processing Period, at the choice and request of You, We shall Delete or return all User Uploaded Data to You, unless legally required/entitled to store User Uploaded Data for a period of time. In accordance with Clause 4.3 of this Agreement, Your User Uploaded Data is automatically Deleted at the end of the Processing Period.

LAST UPDATED 20th MAY 2019