Please read these Asset Owner Terms and Conditions before activating paid Portfolio services. A binding agreement is formed when you expressly accept these terms and confirm activation after being shown the applicable charges. Simply browsing the Website, or a transporter creating or tagging an asset record, does not activate paid services or make its owner liable for Charges.
“Customer” and “you” mean the individual or legal entity identified in the activation process. If you act for a legal entity or another person, you must have authority to bind them. The Privacy Policy explains how personal information is handled; acknowledging it is not consent to every processing activity or to optional information sharing.
IF YOU OR THE LEGAL ENTITY DOES NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS AGREEMENT is a legal agreement between the Customer and LUCETT LTD incorporated and registered in England and Wales with company number 10889645 whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (the ‘Supplier’ or ‘we’, and ‘our’ and ‘us’ shall be construed accordingly).
Background
The Supplier has developed certain software and software applications which it makes available to customers via the internet for the purpose of tracking the location and monitoring the condition of fine art, furniture and other assets in transit or storage, as more fully described in the Documentation (the ‘Services’).
The Customer wishes to use the Services.
The Supplier has agreed to provide and the Customer has agreed to use and pay for the Services subject to the terms and conditions of this Agreement.
Agreed Terms
INTERPRETATION
The definitions and rules of interpretation in this clause apply in this Agreement.
“Consumer” means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.
“Asset Component” means an asset, or a separately identified part of a multi-part asset, associated with its own Lucett RFID tag or printed RFID card. Each Asset Component activated for paid Portfolio services is a separate charging unit. A single-component asset needs one identifier. An asset with three separately tagged components has three charging units.
“Activation” means the Customer’s express instruction to begin paid Portfolio services for the identified Asset Component, following disclosure and acceptance of the applicable Charges.
‘App’ means the Supplier’s mobile software application that accompanies the Platform and which it makes available on the Apple App Store and Google Play under the name Lucett.
‘Approved Transport Company’ means the company listed on the Supplier’s Website as an ‘Approved Transport Company’ that the Customer has contracted with to transport or store the Asset.
‘Asset’ means each asset that the Customer notifies the Supplier via the Platform that it wishes to be tracked as part of the Services.
‘Authorised Users’ (i) where the Customer is an individual, non-business user, means the Customer; and (ii) where the Customer is a legal entity or business user, means the Customer and those employees of the Customer who are authorised by the Customer to use the Services and the Documentation.
‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
‘Change of Control’ means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
“Charges” means the setup, monthly record and operational event charges disclosed to and accepted by the Customer before Activation, as varied only in accordance with the price-change provisions in clause 9. A change to the Website alone does not change the Charges for an existing Customer.
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as confidential or expressly identified as confidential in clause 11 (Confidentiality).
‘Customer Data’ means all and any of the data and content inputted to the Platform or otherwise supplied to the Supplier by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, including but not limited to, photographs of the Assets and documentation confirming the ownership of the Asset.
‘Data Protection Legislation’ means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) ('GDPR'), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ('UK GDPR'), the Data Protection Act 2018 ('DPA 2018'), and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426)).
‘Data Subject Request‘ means a Data Subject request to access, correct, amend, transfer or delete that person’s personal data consistent with that person’s rights under the Data Protection Legislation.
‘Documentation’ means the document made available to the Customer by the Supplier online via the Website which sets out a description of the Services and the user instructions for the Services.
“Effective Date” means the date on which the Customer expressly accepts this Agreement and confirms Activation. It is not the date a transporter first creates or tags an asset record.
‘Insurer’ means the insurance company that insures the Asset and / or Customer’s property.
‘Location Data’ means any data processed in an electronic communications network or by an electronic communications service indicating the geographical position of the Asset, including data relating to—
the latitude, longitude or altitude of the terminal equipment;
the direction of travel of the user; or
the time the location information was recorded
‘Normal Business Hours’ means 9:00am to 5:00pm local UK time, each Business Day.
‘Platform’ means the Supplier’s online asset tracking and monitoring platform provided via website
“RFID Tag” means a passive radio frequency identification tag or printed RFID card supplied by Lucett, directly or through a participating transporter, to identify an Asset Component.
‘Security Company’ means the company which has contracted with the Customer for security services relating to the Asset.
‘'Standard Contractual Clauses'’ means as applicable (a) the standard contractual clauses available at website pursuant to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR ('EU SCCs'); and (b) the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner’s Office under S119A(1) of the Data Protection Act available at website ('UK Addendum').
‘Term’ means the period from the Effective Date until this Agreement is terminated in accordance with its terms.
‘Virus’ means any thing or device (including any software, code, file or programme) 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; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
‘Vulnerability’ means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term ‘Vulnerabilities’ shall be construed accordingly.
‘Website’ means lucett.com or any other website notified to the Customer by the Supplier from time to time.
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.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
A reference to writing or written includes email. The notice provisions do not restrict a Consumer’s right to cancel during a statutory cancellation period by any clear statement.
References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
PROVISION OF SERVICES
The Supplier will provide, and the Customer will use and pay for, the Services in accordance with the terms and conditions of this Agreement.
In order to use the Services, the Customer must have entered into a contract governing the transport or storage of the Asset with an Approved Transport Company (the ‘Transport Contract’). The Supplier is not a party to the Transport Contract and does not assume the transporter’s obligations under it. This does not exclude the Supplier’s responsibility for its own acts or omissions, its obligations under this Agreement or any liability that cannot lawfully be excluded.
The Supplier may make changes reasonably necessary to comply with law, address a security risk, correct an error or maintain compatibility with supported systems. Changes must be proportionate to their purpose. Other changes that materially reduce functionality for an existing Customer require that Customer’s express agreement.
Where a necessary change materially disadvantages the Customer, the Supplier shall explain the change and its reason in writing, normally at least 30 days before it takes effect. Where urgent legal or security reasons prevent advance notice, the Supplier shall notify the Customer as soon as practicable. The Customer may terminate before the change takes effect, or immediately after receiving notice of an urgent change, without an early termination charge. Charges stop when termination takes effect and prepaid Charges for services not supplied after that date shall be refunded.
Without prejudice to the generality of the provisions on changes to the Services in this clause 2 (Provision of Services), the Supplier may from time to time:
modify the Services by issuing updates to the App or the Platform; and
make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Customer's acceptance of further terms and conditions,
and, in relation to the App, the Customer shall ensure that the Customer and Authorised Users download and install updates to the App when made available by the Supplier.
The Customer should install updates reasonably necessary for security and continued operation after the Supplier has explained their purpose and provided adequate installation instructions. The Supplier is not responsible to the extent a problem is caused solely by the Customer’s unreasonable failure to install such an update. This does not exclude responsibility for defective updates, inadequate instructions, the Supplier’s own failure to use reasonable care and skill or the Customer’s statutory rights.
ACCESS AND USE
Subject to the Customer paying the Charges in accordance with clause 9 and subject to the Customer’s compliance with these Terms and Conditions, the Supplier grants the Customer a limited non-exclusive, non-transferable license:
if the Customer is an individual, non-business user, use the Services, including the right to download, install and run the App on the Customer’s own personal mobile devices, solely for the Customer’s own personal use; or
if the Customer is a legal entity or business user, to use the Services, including the right to download, install and run the App on the mobile devices of the Authorised Users that they own or control, solely for the Customer’s internal business purposes.
The Supplier reserves all rights in and to the Platform, App and Services not expressly granted to the Customer under these terms.
In relation to the Authorised Users, the Customer undertakes that:
the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall be limited to Asset Owner and Asset Owner's manager/assistant/PR or help personnel.
each Authorised User shall keep a secure password for his use of the Services and Documentation, and that such password shall be changed no less frequently than annually and that each Authorised User shall keep his password confidential; and
it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause
The Customer shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform , App and/or Documentation (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or App; or
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
use the Services and/or Documentation to provide services to third parties; or
subject to the provisions on assignment by the Customer in clause 21 (Assignment), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
AVAILABILITY OF THE SERVICES
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
planned maintenance; and
unscheduled maintenance performed outside Normal Business Hours.
The Supplier will, as part of the Services, and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours.
SUSPENSION OF ACCESS
The Supplier may suspend only the access reasonably necessary to address a material breach of this Agreement, a genuine security risk, unlawful use or a legal requirement. For non-payment, the procedure in clause 9 applies. A concern that the Customer might fail to pay in future is not sufficient grounds for suspension.
Where the issue can be remedied and urgent action is unnecessary, the Supplier shall first give written reasons and a reasonable opportunity to remedy it. Immediate suspension is permitted where reasonably necessary to protect the Platform, users or data, or to comply with law. The Supplier shall notify the Customer promptly unless legally prohibited, explain the steps needed to restore access and restore access without undue delay once the grounds cease.
Charges already properly incurred remain payable. No operational event charge is payable for an event not supplied or recorded as chargeable. A monthly record charge may continue during a suspension caused by the Customer’s material breach or overdue payment only for a record-maintenance service that is actually continuing, identified in the suspension notice and available on restoration of access. The Customer may still give termination notice during suspension.
Where suspension is caused by the Supplier’s failure or is not attributable to the Customer, Charges shall be reduced to reflect services not supplied. This clause does not limit rights to a refund, price reduction, compensation or earlier termination under applicable law.
CUSTOMER DATA
The Customer grants the Supplier a non-exclusive, royalty-free licence to use, reproduce and process material the Customer supplies only as necessary to provide the Services and carry out the Customer’s authorised sharing instructions. The Supplier may permit service providers acting for it to use that material for those purposes, subject to appropriate confidentiality and data protection obligations. After termination, any continued use must be supported by a separate applicable right or legal obligation and, for personal information, a lawful basis and appropriate retention limit. This licence does not authorise public disclosure, sale of Customer Data or unrestricted use for unrelated purposes.
The Customer may authorise the Supplier to share specified Asset information, including Location Data, with designated insurers, security companies and other authorised recipients through the Platform’s permission settings or another documented instruction.
Sharing shall be limited to the information, recipients and access period authorised by the Customer. The Customer may amend or revoke that authorisation. The Supplier shall implement the change without undue delay and prevent further access through the withdrawn permission.
Revocation does not retrospectively withdraw information already lawfully received. Any continued retention or use by a recipient must have an applicable lawful basis and comply with that recipient’s obligations. Disclosures required by law are addressed separately in the Privacy Policy.
Each person retains the rights they hold in information, photographs, documents and other material they contribute. Nothing in this Agreement transfers ownership of a third party’s material to the Customer merely because it concerns the Customer’s Asset, or transfers the Customer’s rights in their own material to the Supplier. The Customer must have the rights and permissions necessary for material they supply. The Supplier remains responsible for its own processing, security and other legal obligations.
The Customer’s Portfolio access includes the Asset information they are authorised to receive, including available pre-existing history on Activation. It does not automatically include another participant’s confidential internal records or unrelated personal information. Ownership of an Asset, authorship of a record, contractual access rights and rights under data protection law are distinct. Nothing in this clause removes an individual’s statutory rights or authorises retention of personal information beyond what is lawful.
The Supplier shall use reasonable care and skill to protect Customer Data and maintain appropriate backup and recovery procedures. If Customer Data is lost or damaged, the Supplier shall take reasonable steps to restore it and explain any material limitation on recovery. Restoration is not the Customer’s sole remedy. Responsibility for loss, damage, alteration or disclosure is governed by clause 12 and applicable law, including responsibility for persons engaged by the Supplier to perform its obligations.
Both parties will comply with all applicable requirements of the Data Protection Legislation. The provisions of this clause 6 (Customer Data) supplement and do not relieve, remove or replace either party’s obligations or rights under the Data Protection Legislation.
Each party’s data protection role depends on the processing it actually performs. The Supplier acts as a controller for personal data for which it determines the purposes and means, including its own account administration, billing and service security. The Privacy Policy shall explain those purposes and the applicable retention arrangements.
A private Customer is not made a controller merely by using a personal Portfolio. Where the Supplier processes personal data on behalf of a Customer who is a controller, the processor provisions below apply to that processing. They do not convert processing carried out by the Supplier for its own purposes into processing on the Customer’s instructions.
Any international transfer must comply with applicable data protection law. The Customer’s acceptance of these terms is not a substitute for a required transfer safeguard.
Where the Customer acts as controller, it shall provide the notices and establish the lawful basis necessary for its instructions and disclosure of personal data to the Supplier. Consent is required only where it is the applicable lawful basis.
Where the Supplier acts as processor for the Customer, the Supplier shall:
process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
ensure that access to any such Customer personal data is restricted to those of its personnel who need to have access in order to perform the Services and who are subject to confidentiality obligations in respect of the personal data;
not transfer any personal data outside of the European Economic Area and the United Kingdom or to an international organisation unless the following conditions are fulfilled:
the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
transfers of Customer Personal Data to a third country that does not ensure an adequate level of protection, or an international organisation are subject to appropriate safeguards as described in Article 46 of the GDPR or UK GDPR (as applicable) or where required the Supplier shall enter into the Standard Contractual Clauses, incorporating the details from Annex A as applicable;
the Supplier shall ensure that where applicable its sub-processors shall enter into the Standard Contractual Clauses; and
subject to applicable law or regulation, the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data, and the Customer hereby acknowledges that the Supplier and its sub-processors may Process Customer Personal Data outside of the EEA or UK in non-adequate countries;
assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators and shall: (a) not respond to the Data Subject Request without Customer’s prior written consent and in accordance with Customer’s instructions; and (b) shall provide such assistance as Customer may reasonably require in respect of such personal data in order for Customer to comply and respond to the Data Subject Request in accordance with the Data Protection Legislation;
notify the Customer without undue delay on becoming aware of a personal data breach;
at the end of the relevant processing services, at the Customer’s choice, return or delete personal data processed on the Customer’s behalf and delete existing copies, unless applicable law requires their storage. Data temporarily remaining in backups shall be isolated from ordinary use pending secure deletion under a documented schedule. If a backup is restored for recovery, the required erasure shall be reapplied before the affected data is returned to operational use;
maintain complete and accurate records and information demonstrating compliance with its processor obligations in clause 6 (Customer Data), and immediately inform the Customer if, in the Supplier’s opinion, an instruction infringes the Data Protection Legislation.
In the event any replacement Standard Contractual Clauses include a transition period for implementation, the Supplier shall notify the Customer of the date on which such Standard Contractual Clauses shall become effective which in any event shall be prior to the expiration of such transition period.
Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
The Supplier may appoint third party sub-processors to process the Customer’s Personal Data provided that it enters into a written agreement with the third-party processor substantially on that third party's standard terms of business which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
In order to demonstrate the Supplier's compliance with the Data Protection Legislation and the data protection provisions set out in this clause 6, the Supplier shall:
provide the Customer with such information as the Customer reasonably requests from time to time to enable the Customer to satisfy itself that the Supplier is complying with its data protection obligations under this clause 6 and the Data Protection Legislation; and
allow the Customer, at the Customer’s sole cost and expense access (on reasonable notice and no more than once a year) to its premises where Customer personal data is Processed under this Agreement to allow the Customer to audit its compliance with the data protection provisions of this Agreement and the Data Protection Legislation and shall provide reasonable co-operation as requested by the Customer in the performance of such audit. The Parties shall agree in advance on the reasonable start date, duration and security and confidentiality controls applicable to such audit.
The Supplier may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
SUPPLIER'S OBLIGATIONS
The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The Supplier is not responsible to the extent a defect is caused solely by use contrary to reasonable instructions or an unauthorised modification. Otherwise, the Supplier shall correct a failure to meet its obligations at its own expense, within a reasonable time and without significant inconvenience to the Customer.
For a Consumer, this does not replace statutory remedies. Depending on the nature of the supply and defect, these may include repeat performance, repair or replacement, a price reduction, a refund or compensation. Goods and digital content supplied must meet applicable statutory requirements, including being as described, of satisfactory quality and fit for a purpose made known and accepted. No term makes correction or substitution the Consumer’s exclusive remedy.
The Supplier does not warrant:
that the Customer's use of the Services will be uninterrupted or error-free.;
that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
that the Platform, the App or the Services will be free from Vulnerabilities.
Communications networks outside the Supplier’s control may affect the Services. The Supplier is not responsible to the extent a failure is caused solely by such a network and could not reasonably have been avoided or mitigated by the Supplier. This does not exclude the Supplier’s own contractual or statutory responsibilities or the Customer’s remedies for services not supplied.
This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
ADDITIONAL CUSTOMER OBLIGATIONS
The Customer shall cooperate with the transporter or other agreed person applying the correct RFID Tag to each Asset Component, in accordance with the instructions supplied. If an identifier is missing, damaged or incorrectly applied, the Customer should notify the Supplier promptly.
The Supplier shall explain any proposed replacement charge and obtain the Customer’s agreement before supplying a chargeable replacement. Replacing an identifier for an already activated Asset Component does not, by itself, create a second initial setup charge. A Consumer shall not be charged for a repair or replacement which the Supplier is legally obliged to provide without charge.
The Supplier is not responsible to the extent a failure is caused solely by an identifier being lost or incorrectly applied by someone for whom the Supplier is not responsible. This does not exclude responsibility for a defective identifier supplied by the Supplier, incorrect instructions or the Supplier’s own acts or omissions.
The Customer shall:
provide the Supplier with:
all necessary co-operation in relation to this Agreement; and
all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
CHARGES AND PAYMENT
The Customer pays Charges for each Asset Component expressly activated for paid Portfolio services. There is no fixed subscription fee, minimum term or annual commitment. Monthly record charges continue for activated components until the relevant services end in accordance with this Agreement.
The initial setup charge is £2.00 per Asset Component with a standard Lucett RFID tag, or £5.75 per Asset Component with a printed Lucett RFID card. These are alternative charges, not cumulative. Setup is charged once per Asset Component on Activation, whether the identifier was applied earlier or during onboarding.
The ongoing charges are £1.25 per activated Asset Component per month and £1.25 per Asset Component per chargeable operational event. A movement involving three separately tagged components generates three event charges if it meets the chargeable-event definition accepted at Activation. An individual RFID read is not automatically a chargeable event. The chargeable operational stages are collection, warehouse handling in or out, warehouse on-site work, delivery and stocktaking. The order summary shall state the calculation method before Activation; multiple RFID reads recording the same event do not create additional events merely because the identifier was read repeatedly.
All the figures in this clause exclude VAT. Where VAT applies, the applicable VAT and the total payable, including VAT, shall be clearly displayed before the Customer commits to payment. Consumer-facing prices shall include applicable VAT. Any separately payable delivery charge must also be disclosed before an order is placed.
A transporter creating or tagging a record does not make the owner liable for Charges. Historical records and events predating Activation do not generate backdated owner charges. Available pre-existing history is included on Activation, subject to the Customer’s entitlement to access it.
If your transporter has already supplied the tag or card, we reimburse their outlay as part of your setup charge. This applies to an eligible identifier supplied from the transporter’s purchased stock, whether applied before or during onboarding. There is no additional reimbursement charge to the Customer and no commission. Free starter identifiers do not give rise to reimbursement.
The Supplier shall invoice monthly in arrears for Charges incurred in the preceding billing month, including setup charges for components activated during that month. Each invoice is payable within 30 days of its date. Card payments may be collected on the invoice due date only under a separate payment authorisation accepted by the Customer. Activation does not authorise earlier collection or undisclosed charges.
If an amount remains unpaid 30 days after its due date, the Supplier may suspend access only after giving written notice identifying the overdue amount and at least seven further days to pay. Suspension is subject to clause 5. The Customer should promptly identify any genuine invoice dispute and pay any undisputed amount; the Supplier shall investigate the dispute before suspending access solely for the disputed sum.
Any late-payment interest shall be simple interest at 3% per year above the published base lending rate of the Supplier’s UK bank, calculated on the properly overdue principal only. The invoice or late-payment notice shall identify the bank, rate and calculation. Interest is subject to the Customer’s statutory rights and shall be corrected if the underlying charge is incorrect.
There is no blanket exclusion of cancellation or refund rights. Charges are subject to clause 13 and the Customer’s statutory rights. Amounts invoiced in error shall be corrected. Refunds shall be made to the original payment method unless the Customer expressly agrees otherwise, without a refund fee.
The Supplier may increase Charges prospectively to reflect a demonstrable increase in the costs of providing the Services, including hosting, security, support or regulatory compliance. Any increase must be proportionate to that change. At least 90 days’ written notice shall state the reason, the old and new rates and the effective date. An increase does not apply to past events, setup already completed or other Charges already incurred.
The Customer may terminate before an increase takes effect without a termination charge. If the Customer gives notice before the effective date, the existing prices shall continue during any remaining notice period. A change to the Website alone is not notice. Changes beyond this price-change mechanism require express agreement.
PROPRIETARY RIGHTS
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Platform, App or the Documentation.
Without prejudice to the Supplier's ownership of intellectual property rights under this clause 10 (Proprietary Rights), to the extent that the Customer’s or any Authorised User’s use of the App or the Platform results in any modifications, adaptations, developments, or any derivative works of or to the App, the Platform or the Services ('Improvements'), any and all intellectual property rights in and to such Improvements shall immediately vest in and be owned by the Supplier.
The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
CONFIDENTIALITY
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to the provisions on disclosure required by law in this clause 11 (Confidentiality), each party shall hold the other's Confidential Information in confidence and 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.
Each party shall 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.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11 (Confidentiality), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Nothing in this clause prevents a Consumer from making an honest review, seeking advice, making a complaint, reporting concerns to a regulator or disclosing information reasonably necessary to exercise a legal right. Other persons’ personal data and genuinely confidential information remain protected.
The above provisions of this clause 11 shall survive termination of this Agreement, however arising.
LIMITATION OF LIABILITY
The Supplier’s responsibilities and the Customer’s remedies are governed by this Agreement and applicable law. The Services are not supplied on a basis that excludes statutory quality standards or the obligation to use reasonable care and skill.
Nothing in this Agreement excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or restricted. Nothing restricts a Consumer’s statutory rights concerning goods, services or digital content, or any person’s rights and remedies under applicable data protection law.
If you are a Consumer, the following provisions apply. The exclusions and financial limit in the business-customer provisions below do not apply to you:
if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process; and
If digital content supplied by us damages your device or other digital content, and the damage would not have occurred had we used reasonable care and skill, we shall repair the damage or compensate you as required by law. Any repair shall be completed within a reasonable time, without significant inconvenience and at our cost. This is additional to your other applicable statutory remedies.
If you are not a Consumer, the following business-customer provisions apply, subject always to the non-excludable liabilities stated above:
the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;
the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Charges paid during the 12 months immediately preceding the date on which the claim arose; and
except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
TERM AND TERMINATION
If you are a Consumer entering this Agreement at a distance, you may cancel without giving a reason during the statutory cancellation period. For a contract for Portfolio services only, that period ends 14 days after the day the contract is made. If the same contract also includes the sale of new physical tags or cards, the period ends 14 days after the day you, or a person nominated by you other than the carrier, receives the goods, or the last goods where one order is delivered separately. Activation of a record associated with an identifier already supplied under an earlier transaction is not itself a new physical delivery. These periods are extended where the law requires because cancellation information was not properly supplied.
To cancel, send a clear statement to Lucett by email to [email protected] or by post to Lucett Ltd, 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ. You may use the model form below, but are not required to do so. Sending your cancellation before the period expires is sufficient. The ordinary 30-day notice period does not apply to a statutory cooling-off cancellation.
We shall begin the Portfolio service during the cancellation period only if you expressly request it. If you then cancel, you are liable only for a proportionate amount for services actually supplied up to the time you tell us to cancel, and only where we supplied the required cancellation and payment information beforehand. The calculation uses the agreed price, or the market value where that price is excessive. We shall explain it and shall not automatically retain the whole setup charge or charge for a full month of unsupplied service. If you did not expressly request an early start, or the required information was not supplied, no charge is payable for services supplied during that period.
Beginning setup or opening access to historical records does not remove your cancellation right. A payment made by Lucett to reimburse a transporter is not itself a service supplied to you or an automatic deduction from your refund. We shall not deduct the identifier price merely because the transporter has been reimbursed. Any lawful deduction must be separately explained. We do not treat acceptance of an early-service request as a waiver of any cancellation right concerning digital content; where the law prevents charging for digital content supplied during cancellation, no such charge shall be made.
If you cancel a sale of newly supplied physical tags or cards, return them without undue delay and within 14 days after telling us, unless we offer to collect them or confirm return is unnecessary. Return them to the address provided in your order confirmation, or our postal address above if no separate return address is specified. You pay the direct return postage only if we informed you before purchase that you must do so. We pay return costs where required by law, including for goods you are entitled to reject as faulty. Do not remove a tag in a way that could damage an asset; contact us promptly to arrange a safe method of return or confirm that return is unnecessary. You do not have to return an identifier which was not sold to you under the cancelled transaction.
For returned goods, a deduction may be made only for a loss in value caused by your handling beyond what is necessary to establish their nature, characteristics and functioning, and only where permitted by law. Printing a standard Lucett card does not, by itself, make it non-returnable. A change-of-mind exception for genuinely personalised or made-to-specification goods applies only where the legal conditions are met and we clearly explained that exception before your order. It does not remove rights concerning faulty or misdescribed goods or automatically cancel rights concerning the Portfolio service.
We shall refund payments due following cancellation without undue delay. For services-only cancellation, this shall be no later than 14 days after being informed. For a cancelled sale of goods, we may withhold the goods refund until we receive the goods back or evidence that they have been sent back, whichever is earlier, unless we offered to collect them. The refund shall then be made within the applicable statutory 14-day deadline. Refunds include any refundable standard outward delivery cost, but need not include the extra cost of a premium delivery option you chose. We shall use the original payment method unless you expressly agree otherwise and shall charge no refund fee.
Model cancellation form. Complete and return only if you wish to cancel. To: Lucett Ltd, 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ, or [email protected]. I/We give notice that I/We cancel my/our contract for the following goods/services: ____. Ordered on/received on: ____. Name: ____. Address: ____. Signature, only if sent on paper: ____. Date: ____. Delete wording which does not apply.
This Agreement continues without a fixed minimum term. Either party may give written notice of termination at any time. Ordinary termination takes effect at the end of the first monthly billing period whose end falls at least 30 days after the other party receives the notice.
The Supplier shall confirm the termination date. The Services remain available until that date, and the monthly record charge is payable in full for each billing period up to and including the final billing period. No monthly record charge accrues for a period after termination takes effect.
This ordinary termination arrangement does not apply to statutory cooling-off cancellation or override any right to earlier termination, a price reduction or a refund under this Agreement or applicable law.
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:
the other party fails to pay a properly due amount, that amount remains unpaid for 30 days after its due date, and the defaulting party then fails to pay within at least seven further days after receiving written notice identifying the amount and warning that termination will follow;
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 30 days after being notified in writing to do so;
the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
On termination of this Agreement for any reason:
all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
each party shall return property belonging to the other, including rented or leased hardware. A tag or card purchased by the Customer does not become returnable merely because Portfolio services end. Returns following a statutory cancellation or rejection are governed by the consumer cancellation and goods-remedy provisions;
the Customer should request any required export before access ends. A request for a copy of Customer Data received within ten days after termination shall be handled within 30 days of receipt, subject to verifying identity and entitlement to receive the information. This contractual request window does not limit statutory access, portability, erasure or other data protection rights.
The Supplier shall not condition the exercise of statutory data rights on payment of outstanding Charges or a data-return fee. Any charge for a separate, non-statutory export service must be disclosed and agreed before that service is provided.
Termination ends the Customer’s contractual access, not necessarily all lawful processing. Personal data shall be handled in accordance with the Privacy Policy, applicable processor obligations and data protection law. There is no unrestricted right to retain it forever or destroy it arbitrarily. Records separately and lawfully maintained for other participants are subject to those participants’ rights, permissions and retention obligations. Ending the Customer’s account does not automatically erase those records or give another participant new access;
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.
FORCE MAJEURE
The Supplier is not responsible for a delay to the extent it is caused by an event genuinely beyond its reasonable control which could not reasonably have been avoided or mitigated. The Supplier shall promptly explain the event, its likely impact and the steps being taken to restore the Services.
For a Consumer, this does not remove rights concerning services not supplied or permit Charges for those services without an appropriate reduction or refund. If the interruption is substantial or prolonged, the Consumer may end the affected service without waiting for the ordinary 30-day notice period. The Supplier remains responsible for using reasonable care and skill in selecting and managing its suppliers.
CONFLICT
Mandatory legal rights take priority over this Agreement. Applicable Standard Contractual Clauses and the UK Addendum take priority to the extent required by those instruments. Subject to that, the main body of this Agreement takes priority over its Schedules in the event of an inconsistency.
VARIATION
Except for a change expressly permitted by this Agreement under its stated notice and cancellation safeguards, a variation requires the parties’ express agreement in writing, including by email or a recorded electronic acceptance. Posting revised terms on the Website does not, by itself, vary an existing contract.
WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
SEVERANCE
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under this clause 19 (Severance) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
For a Consumer, this clause does not exclude information about the Supplier, goods, digital content or Services which forms part of the contract under applicable law, or remedies for misleading statements. The non-reliance and misrepresentation exclusions in this clause do not apply to a Consumer to the extent they would remove those rights.
ASSIGNMENT
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
The Supplier may transfer this Agreement only where the transfer does not reduce a Consumer’s guarantees or other contractual or statutory rights. The Supplier shall inform the Customer of the transfer and the new provider’s identity and contact details. If the transfer would materially disadvantage a Consumer, the Supplier shall obtain the Consumer’s agreement or allow termination without a termination charge before it takes effect.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
NOTICES
Notices under this Agreement may be sent by email or post. Notices to Lucett may be sent to [email protected], or to Lucett Ltd, 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ. Notices to the Customer may be sent to the email or postal address the Customer has supplied.
An email notice is received when delivered to the recipient’s email system, unless the sender receives a failure notification. A postal notice is received on delivery. The Supplier shall acknowledge cancellation and termination notices and state their effective date without undue delay; an acknowledgement is not a condition of a valid notice.
For a Consumer exercising a statutory cooling-off right, any clear statement is sufficient and a notice sent before the cancellation deadline is valid even if received later. This clause does not prescribe how court proceedings must be served.
GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
If you are a Consumer, this choice of English law does not deprive you of any mandatory protection available under the law that would apply in the absence of that choice.
JURISDICTION
For business Customers, the courts of England and Wales have exclusive jurisdiction over disputes connected with this Agreement. If you are a Consumer, you may also use the courts available to you under mandatory consumer jurisdiction rules, including the courts of your place of residence where those rules apply. Nothing requires a Consumer to give up a right to bring or defend proceedings in those courts.
Annex A
INTERNATIONAL DATA TRANSFERS (UK AND EU)
The parties agree that the Standard Contractual Clauses are incorporated into this Agreement by reference, as if they had been set out in full, and are populated as follows. Unless expressly stated below, any optional clauses contained within the Standard Contractual Clauses shall not apply. The following Standard Contractual Clauses shall apply where Customer personal data is transferred to a third country (unless the transfer is permitted on the basis of an adequacy decision):
CONTROLLER > PROCESSOR (Module Two) if Customer, acting as a Controller, is making a restricted transfer of Customer personal data subject to the GDPR and/or the UK GDPR (as applicable) to the Supplier, acting as a Processor; and/or
PROCESSOR > CONTROLLER (Module Four) if the Supplier, acting as a Processor, makes a restricted transfer of Customer personal data subject to the GDPR and/or the UK GDPR (as applicable) to the Customer, acting as a Controller.
UK Addendum
Start Date
The UK Addendum is effective from the effective date of the Agreement.
Table 1: Parties
Exporter and key contact: As set out in Annex 1 of the Standard Contractual Clauses below.
Importer and key contact: As set out in Annex 1 of the Standard Contractual Clauses below.
Table 2: Selected SCCs, Modules and Clauses
As applicable, Module 2 or Module 4 of the EU SCCs as incorporated by reference into this Annex including any supplementary clauses set out below.
Table 3: Appendix Information
As set out in Annex 1 and Annex 2 of the Standard Contractual Clauses below.
Table 4: Ending this Addendum when the Approved Addendum Changes
In the event the Information Commissioner’s Office issues a revised Approved Addendum, in accordance with Section 18 of the UK Addendum which as a direct result of such changes has a substantial, disproportionate and demonstrable increase in: (a) the Processor's direct costs of performing its obligations under the Addendum; and/or (b) the Processor's risk under the Addendum, the Processor may terminate this UK Addendum on reasonable written notice to the Controller in accordance with Table 4 and paragraph 19 of the UK Addendum.
Supplementary Clauses for Module Two
Erasure and deletion: The requirements of Clause 8.5 of Module Two apply. At the Exporter’s choice, the Importer shall delete the personal data and certify deletion, or return the personal data and delete existing copies, subject to the exceptions and continuing protections expressly permitted by that clause. Nothing in this Agreement reduces those obligations or treats ordinary account deactivation as deletion.
Documentation and compliance: The parties acknowledge that the Importer complies with its obligations under Clause 8.9 Section II of Module Two of the Standard Contractual Clauses by (i) acting in accordance with the compliance and audit provisions in clause 6 (Customer Data) of this Agreement and (ii) exercising its contractual audit rights it has agreed with its sub-processors.
Sub-processors: For the purposes of Clause 9 Section II of Module Two of the Standard Contractual Clauses, the parties agree that option 2: general written authorization shall apply and the Importer can use the generally approved Sub-Processors set out in the Sub-Processor list published on the Website in the Supplier's Data Processing Agreement, and shall give the Exporter notice of any changes in accordance with this Agreement.
Governing law and jurisdiction: For the purposes of Clauses 17 and 18, Section IV of Module Two of the Standard Contractual Clauses, the parties agree that the laws of Ireland and courts of Ireland will apply. For the purpose of the UK Addendum, the parties agree that the laws and courts of England will apply.
Transfer impact assessment: For the purposes of Clause 14(c), 15.1(b) and 15.2, Section III of Module Two of the Standard Contractual Clauses the parties agree that "best efforts" and the obligations of the Importer under Clause 15.2 shall mean exercising the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a leading practice engaged in a similar type of undertaking under the same or similar circumstances and shall not include actions that would result in civil or criminal penalty such as contempt of court under the laws of the relevant jurisdiction.
Annex 1 to Module Two of the Standard Contractual Clauses
A. Parties
The Exporter shall be the Customer and the Importer shall be the Supplier, the contact details as provided at the outset of the Agreement shall apply.
B. Description of transfer
Categories of data subjects: The Customer may submit or generate Customer personal data to the Supplier through its use of the Services, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Customer personal data relating to the following categories of data subjects: the Customer, its Authorised Users and representatives, and other individuals whose details the Customer enters into the Platform in connection with its Assets. Categories of personal data transferred: The Customer may submit or generate Customer personal data to the Supplier through its use of the Services, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to the following categories of Customer personal data: first name, last name, email address, country, profession etc.
Sensitive data transferred: Not applicable.
Frequency of the transfer: continuous.
Nature and purpose of the processing: The Supplier will Process Customer Personal Data as necessary to perform the Services pursuant to the Agreement. This may include operations such as collecting, recording, organising, storing, use, alteration, disclosure, transmission, combining, retrieval, consultation, archiving and/or destruction to support.
Duration of the processing: The Supplier will Process Customer personal data for the duration of the Agreement.
Sub-Processor transfers: The Supplier's current sub-processors are as set out in the Sub-Processor list published on the Website.
C. Competent Supervisory Authority
In respect of the EU SCCs, the competent supervisory authority shall be determined in accordance with Clause 13, Section II of Module Two of the EU SCCs. In respect of the UK Addendum, the competent supervisory shall be read as Information Commissioner.
Annex 2 to Module Two of the Standard Contractual Clauses
Supplementary Clauses to Module Four
Erasure and deletion: The requirements of Clause 8.1(d) of Module Four apply, including the Importer’s choice of return or deletion and the applicable certification and continuing-protection requirements. Nothing in this Agreement reduces those obligations or treats ordinary account deactivation as deletion.
Governing law and jurisdiction: For the purposes of Clauses 17 and 18, Section IV Module Four of the Standard Contractual Clauses, the parties agree that the laws and courts of England will apply.
Annex 1 to Module Four of the Standard Contractual Clauses
A. Parties
The Exporter shall be the Supplier and the Importer shall be the Customer, the contact details as provided at the outset of the Agreement shall apply.
B. Description of transfer
The information shall be as set out in Annex 1 in respect of Module Two as detailed above.