Terms and Conditions relating to the Services of My Pet Walker Limited (“MPWL”), Company Registration Number: 11215766 of 79 Eccles Road Swinton, Manchester, M27 5GB, England.
a) MPWL has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of facilitating its User’s professional pet service businesses.
b) The User wishes to use the Services in its business operations.
c) MPWL has agreed to provide, and the User has agreed to take and pay for, the Services subject to the terms and conditions of this agreement.
IT IS HEREBY AGREED
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
1.1.1 “User” (and “You”) means the person, firm, business or company contracting with and receiving the Services of MPWL, pursuant to the terms of this agreement;
1.1.2 “User Data” means the data inputted by the User, Authorised Users or MPWL on the User’s behalf for the purpose of using the Services or facilitating the User’s use of the Services;
1.1.3 “User Payment Information” means any details provided by the User and/or required by MPWL for the purchase of Services from the Website and App, including credit card and/or debit card numbers, bank account numbers and sort codes;
1.1.4 “Authorised Users” means those employees, agents and independent contractors of the User who are authorised by the User to use the Services and the Documentation;
1.1.5 “Business Day” means any day which is not a Saturday, Sunday or Bank Holiday in the UK;
1.1.6 “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5;
1.1.7 “Documentation” means the documents made available by MPWL to the User online via the Website and App or such other web address notified by MPWL to the User from time to time which facilitate the Services;
1.1.8 “Effective Date” means the date of this agreement;
1.1.9 “Initial Subscription Term” means the initial term of this agreement as set out in Schedule 2;
1.1.10 “Normal Business Hours” means 09:00 to 17:00 local UK time, each Business Day;
1.1.11 “Prospective User” means a party who receives the Services during Website and App Testing;
1.1.12 “Renewal Period” means the period described in Clause 14.1;
1.1.13 “Services” means the MyPetWalker scheduling and billing service provided by MPWL to the User under this agreement via the Website and App or any other website notified to the User by MPWL from time to time as more particularly described in the Documentation;
1.1.14 “Software” means the MyPetWalker App and/or any other online software applications provided by MPWL as part of the Services;
1.1.15 “Support Services” means MPWL’s procedure for providing support in relation to the Services as made available via the Website and App or such other Website address as may be notified to the User from time to time;
1.1.16 “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 rearranging, 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;
1.1.17 “Website” means the domain (and any sub-domains or associated domains of this site including www.mypetwalker.co.uk) that includes the Website and App content; and
1.1.18 “Website Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being electronically stored that appears on the Website.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 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.
1.4 A reference to a Company shall include any company, corporation or other corporate body, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes letters and email but not fax.
1.9 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.
1.2.1”User Engagement” Is the act of signing up to an account with MPWL and the User Engagement is the entire period for when a User is using the software.
2. User Engagement
2.1 Subject to the User entering into this agreement in accordance with the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, MPWL hereby grants to the User a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Engagement Term solely for the User’s internal business operations.
2.2 In relation to the Authorised Users, the User undertakes that:
2.2.1 Each Authorised User shall keep a secure one-time pin for their use of the Services and Documentation and each Authorised User shall keep this one-time pin confidential. Should the Authorised User log out a new one-time pin will be issued; and
2.2.2 It shall permit MPWL to audit the Services on an ad-hoc basis and at MPWL’s discretion.
2.3 The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 Facilitates illegal activity;
2.3.3 Depicts sexually explicit images;
2.3.4 Promotes unlawful violence;
2.3.5 Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 In a manner that is otherwise illegal or causes damage or injury to any person or property; and MPWL reserves the right, without liability or prejudice to its other rights to the User, to disable the User’s access to any material that breaches the provisions of this Clause.
2.4 The User, Authorised User and Prospective User shall not:
2.4.1 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:
184.108.40.206 Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
220.127.116.11 Reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 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
2.4.3 Use the Services and/or Documentation to provide Services to third parties; or
2.4.4 Subject to Clause 19.1, 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
2.4.5 Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2; and
2.5 The User 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 MPWL.
2.6 The rights provided under this Clause 2 are granted to the User only and shall not be considered granted to any subsidiary or holding company of the User.
3. Multi-User Engagement
3.1 The User shall pay 2% plus 20p for all bookings and payments made through the MPWL App as per the pricing schedule set out on the MPWL Website and App. If the amount is not a whole number such as 1.9p it will be rounded up to the closest whole number. Payments due will be processed on Monday and issued on Wednesday. Should the Monday be a Bank Holiday then payment will processed on Tuesday and issued on Thursday.
4.1 MPWL shall, during the Engagement Term, provide the Services and make available the Documentation to the User on, and subject to, the terms of this agreement.
4.2 MPWL shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
4.2.1 Planned maintenance carried out during the maintenance window that will be communicated to the User no less than 24 hours prior to any such planned maintenance taking place; and
4.2.2 Unscheduled maintenance performed outside Normal Business Hours, provided that MPWL has used reasonable endeavours to give the User at least two Normal Business Hours’ notice in advance.
4.3 MPWL will, as part of the Services and at no additional cost to the User, provide the User with MPWL’s standard customer Support Services during Normal Business Hours in accordance with MPWL’s Support Services procedure in effect at the time that the Services are provided. MPWL may amend the Support Services procedure in its sole and absolute discretion from time to time.
5. User Data
5.2 MPWL shall follow its archiving procedures and undertake backups of User data every 24 hours. In the event of any loss or damage to User and Client data, the User’s sole and exclusive remedy shall be for MPWL to use reasonable commercial endeavours to restore the lost or damaged User and Client data from the latest back-up of such data maintained by MPWL. MPWL shall not be responsible for any loss, destruction, alteration or disclosure of User and Client data caused by any third party.
5.4 If MPWL processes any personal data on the User’s behalf when performing its obligations under this agreement, the parties record their intention that the User shall be the data controller and MPWL shall be a data processor and in any such case:
5.4.1 The User acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the User and the Authorised Users are located in order to carry out the Services and MPWL’s other obligations under this agreement;
5.4.2 The User shall ensure that they are entitled to transfer the relevant personal data to MPWL so that MPWL may lawfully use, process and transfer the personal data in accordance with this agreement on the User’s behalf;
5.4.3 The User shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.4 MPWL shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the User from time to time; and
5.4.5 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. Third Party Providers
7. MPWL’s Obligations
7.1 MPWL undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to MPWL‘s instructions, or modification or alteration of the Services by any party other than MPWL or MPWL‘s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, MPWL will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the User’s sole and exclusive remedy for any breach of the undertaking set out in clause. Notwithstanding the foregoing, MPWL:
7.2.1 Does not warrant that the User’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the User through the Services will meet the User requirements; and
7.2.2 Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent MPWL 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.
7.4 MPWL warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement and MPWL have the right to regularly review and update its terms and conditions when required.
8. The User’s Obligations
The User i.e. You shall:
8.1 Provide MPWL with:
8.1.1 All necessary co-operation in relation to this agreement; and
8.1.2 All necessary access to such information as may be required by MPWL; in order to provide the Services, including but not limited to User data, security access information and configuration services;
8.2 Comply with all applicable laws and regulations with respect to its activities under this agreement;
8.3 Carry out all other User responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the User’s provision of such assistance as agreed by the parties, MPWL may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.4 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;
8.5 Obtain and shall maintain all necessary licences, consents, and permissions necessary for MPWL, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
8.6 Ensure that its network and systems comply with the relevant specifications (using the latest software, eg. Android mobiles: Google Chrome, i-Phone mobiles: Safari, Laptop/Desktop: any updated browser, eg. Microsoft Edge, Firefox, Google Chrome, i-Pad: Chrome) provided by MPWL from time to time; and
8.7 Be solely responsible for:
8.7.1 Procuring and maintaining its network connections and telecommunications links from its systems to MPWL’s data centres, and
8.7.2 All problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the internet.
9. Charges And Payment
9.1 The User shall pay 2% plus 20p for all bookings and payments set out in section 3. and on the MPWL Website and App.
9.2 The payment will be automatically be taken from the total booking amount.User hereby authorises Stripe to bill these amounts.
9.3 User and Client payments are taken via the Stripe Payment Gateway and Stripe hold full responsibility for any on-line fraud etc. Stripe requires the User and Client to provide verification of identify through photographic evidence of their passport or driving licence in order to mitigate against any money laundering, fraud and other illegal activities. This data is held by Stripe and MPWL are not party to its content.
9.4.1 Are, subject to Clause 13.4.2, non-cancellable and non-refundable;
9.4.2 MPWL shall be entitled to increase the User Fees and the Multi-User Fees upon 7 day’s prior notice to the User.
10. Proprietary Rights
10.1 The User acknowledges and agrees that MPWL 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 User any rights to, or in, 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 or the Documentation.
10.2 MPWL 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.
11.1 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:
11.1.1 Is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 Was in the other party’s lawful possession before the disclosure;
11.1.3 Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4 Is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5 Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each party shall hold the other‘s confidential Information in confidence and, unless required by law, not make the other‘s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
11.3 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.
11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5 The User acknowledges that details of the Services, and the results of any performance tests of the Services, constitute MPWL’s Confidential Information.
11.6 MPWL acknowledges that the User data is the Confidential Information of the User.
11.7 This Clause 11 shall survive termination of this agreement, however arising.
12.1 The User shall defend, indemnify and hold harmless MPWL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Services and/or Documentation, including any claims and/or disputes arising in connection with the MyPetWalker agreement.
12.2 MPWL shall defend the User, its officers, directors and employees against any claim that the Services or Documentation infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims, provided that:
12.2.1 MPWL is given prompt notice of any such claim;
12.2.2 The User provides reasonable co-operation to MPWL in the defence and settlement of such claim; and
12.2.3 MPWL is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, MPWL may procure the right for the User to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days’ notice to the User without any additional liability or obligation to pay liquidated damages or other additional costs to the User.
12.4 In no event shall MPWL, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on:
12.4.1 A modification of the Services or Documentation by anyone other than MPWL; or
12.4.2 The User’s use of the Services or Documentation in a manner contrary to the instructions given to the User by MPWL; or
12.4.3 The User’s use of the Services or Documentation after notice of the alleged or actual infringement from MPWL or any appropriate authority.
12.5 The foregoing and Clause 13.4.2 states the User‘s sole and exclusive rights and remedies, and MPWL‘s (including MPWL’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. Limitation Of Liability
13.1 This Clause 13 sets out the entire financial liability of MPWL (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the User:
13.1.1 Arising under or in connection with this agreement;
13.1.2 In respect of any use made by the User of the Services and Documentation or any part of them; and
13.1.3 In respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2 Except as expressly and specifically provided in this agreement:
13.2.1 The User assumes sole responsibility for results obtained from the use of the Services and the Documentation by the User, and for conclusions drawn from such use. MPWL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to MPWL by the User in connection with the Services, or any actions taken by MPWL at the User’s direction;
13.2.2 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; and
13.2.3 The Services and the Documentation are provided to the User on an “as is” basis.
13.3 Nothing in this agreement excludes the liability of MPWL:
13.3.1 For death or personal injury caused by MPWL’s negligence; or
13.3.2 For fraud or fraudulent misrepresentation.
13.4 Subject to Clause 13.2 and Clause 13.3:
13.4.1 MPWL 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; and
13.4.2 MPWL’s total aggregate liability in contract (including in respect of the indemnity at Clause 12.2), 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 Subscription Fee paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
14 Term And Termination
14.1 This agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue in perpetuity unless either party cancels this agreement.
14.1.1 If the User wishes to terminate their agreement, the User can terminate by contacting MPWL support and us to terminate their account. If MPWL wishes to terminate the User agreement we will notify the User in writing by either letter, email, text message or Whatsapp and include the reasons for the termination; If MPWL cancel the agreement we will refund the remaining monies owed; or
14.1.2 Otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Engagement Term”.
14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, MPWL may terminate this agreement without liability to the User if:
14.2.1 The User commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of the User being notified in writing of the breach; or
14.2.2 An order is made or a resolution is passed for the winding up of the User, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the User; or
14.2.3 An order is made for the appointment of an administrator to manage the affairs, business and property of the User, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the User, or notice of intention to appoint an administrator is given by the User or its directors or by a qualifying floating charge holder (as defined in Paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
14.2.4 A receiver is appointed of any of the other party‘s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the User, or if any other person takes possession of or sells the User’s assets; or
14.2.5 The User makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
14.2.6 The User ceases, or threatens to cease, to trade; or
14.2.7 There is a change of control of the User within the meaning of section 1124 of the Corporation Tax Act 2010; or
14.2.8 The User takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
14.3 On termination of this agreement for any reason:
14.3.1 All licences granted under this agreement shall immediately terminate;
14.3.2 Each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
14.3.3 MPWL may destroy or otherwise dispose of any of the User data in its possession unless MPWL receives, no later than ten days after the Effective Date of the termination of this agreement, a written request for the delivery to the User of the then most recent back-up of the User data. MPWL shall use reasonable commercial endeavours to deliver the back-up to the User within 30 days of its receipt of such a written request, provided that the User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The User shall pay all reasonable expenses incurred by MPWL in returning or disposing of User data; and
14.3.4 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
15. Force Majeure
MPWL shall have no liability to the User under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of MPWL or any other party), failure of a utility service or transport or telecommunications network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the User is notified of such an event and its expected duration.
16.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18. Entire Agreement
18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
19.1 The User shall not, without the prior written consent of MPWL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19.2 MPWL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20. 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 of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. 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.
22.1 Any notice required to be given under this agreement shall be in writing and:
22.1.1 Sent by email to, if addressed to MPWL, or if addressed to the User, to the email address provided by the User to MPWL at the Effective Date; or
22.1.2 Shall be delivered by hand; or
22.1.3 Sent by pre-paid first-class post;
22.1.4 Or recorded delivery post to the other party; at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
22.2 A notice delivered by email or by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
23. Governing Law And Jurisdiction
23.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
DATA PROCESSING AGREEMENT
This agreement regards the processing of personal data (the “Agreement”) regulates My Pet Walker Ltd’s (the “Data Processor”) processing of personal data on behalf of the Client (the “Data Controller”) and is attached as an addendum to the Terms & Conditions in which the parties have agreed the terms for the Data Processor’s delivery of Services to the Data Controller.
a) The Data Controller from time to time engages the Data Processor to provide to the Data Controller the services described in Schedule 1.
b) The provision of the services by the Data Processor involves it in processing the personal data described in Schedule 2 on behalf of the Data Controller.
c) Under EU Regulation 2016/679 General Data Protection Regulation (“the GDPR”) (Article 28, Paragraph 3), the Data Controller is required to put in place an agreement in writing between the Data Controller and any organisation which processes personal data on its behalf governing the processing of that data.
d) The Parties have agreed to enter into this agreement to ensure compliance with the said provisions of the GDPR in relation to all processing of the personal data by the Data Processor for the Data Controller.
e) The terms of this agreement are to apply to all processing of personal data carried out for the Data Controller by the Data Processor and to all personal data held by the Data Processor in relation to all such processing.
IT IS AGREED as follows:
1. Definitions And Interpretation
1.1 In this agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Data Controller”, “Data Processor”, “processing”, and “data subject” shall have the meanings given to the terms “controller”, “processor”, “processing”, and “data subject” respectively in Article 4 of the GDPR;
“ICO” means the UK’s supervisory authority, the Information Commissioner’s Office;
“Personal data” means all such “personal data”, as defined in Article 4 of the GDPR, as is, or is to be, processed by the Data Processor on behalf of the Data Controller, as described in Schedule 2;
“Services” means those services described in Schedule 1 which are provided by the Data Processor to the Data Controller and which the Data Controller uses for the purposes described in Schedule 1; “Sub-Processor” means a sub-processor appointed by the Data Processor to process the personal data; and
“Sub-Processing Agreement” means an agreement between the Data Processor and a Sub-Processor governing the personal data processing carried out by the Sub-Processor, as described in Clause 10.
1.2 Unless the context otherwise requires, each reference in this agreement to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 A statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this agreement as an addendum to the Terms & Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 A Schedule is a schedule to this agreement; and
1.2.5 A Clause or paragraph is a reference to a Clause of this agreement (other than the Schedules) or a paragraph of the relevant schedule.
1.2.6 A “Party” or the “Parties” refer to the parties to this agreement.
1.3 The headings used in this agreement are for convenience only and shall have no effect upon the interpretation of this agreement.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include all other genders.
1.6 References to persons shall include corporations.
2. Scope And Application Of This Agreement
2.1 This agreement applies where and only to the extent that Data Processor processes personal data that originates from the EEA and / or that is otherwise subject to EU Data Protection Law on behalf of the Data Controller as Data Processor in the course of providing services pursuant to this agreement.
2.2 The provisions of this agreement shall apply to the processing of the personal data described in Schedule 2, carried out for the Data Controller by the Data Processor, and to all personal data held by the Data Processor in relation to all such processing whether such personal data is held at the date of this agreement or received afterwards.
2.3 The provisions of this agreement supersede any other arrangement, understanding, or agreement made between the parties at any time relating to the personal data. 2.4 This agreement shall continue in full force and effect for so long as the Data Processor is processing personal data on behalf of the Data Controller, and thereafter as provided in Clause 9.
3. Provision Of The Services And Processing Personal Data
3.1 Data Processor will process personal data in accordance with the Data Controller’s instructions. The parties agree that this agreement is the Data Controller’s complete and final instructions to the Data Processor in relation to the processing of personal data. Processing outside the scope of this agreement (if any) will require prior written agreement between the Data Processor and the Data Controller on additional instructions for processing, including agreement on any additional fees the Data Controller will pay to the Data Processor for carrying out such instructions. The Data Controller may terminate this agreement if the Data Processor declines to follow instructions requested by the Data Controller that are outside the scope of this agreement.
3.2 The Data Processor is only to carry out the services, and only to process the personal data received from the Data Controller:
3.2.1 For the purposes of those services and not for any other purpose; to the extent and in such a manner as is necessary for those purposes.
4. Data Protection Compliance
4.1 The Data Processor shall comply in a reasonable timeframe with any request from the Data Controller requiring the Data Processor to dispose of the personal data.
4.2 The Data Processor shall transfer all Personal data to the Data Controller on the Data Controller’s written request in .CSV format.
4.3 Both parties shall comply at all times with the GDPR and other applicable laws and shall not perform their obligations under this agreement or any other agreement or arrangement between themselves in such way as to cause either party to breach any of its applicable obligations under the GDPR.
4.4 The Data Processor agrees to comply with any reasonable measures required by the Data Controller to ensure that its obligations under this agreement are satisfactorily performed in accordance with any and all applicable legislation from time to time in force (including, but not limited to, the GDPR) and any best practice guidance issued by the ICO.
4.5 The Data Processor shall provide all reasonable assistance (at the Data Controller’s cost) to the Data Controller in complying with its obligations under the GDPR with respect to the security of processing, the notification of personal data breaches, the conduct of data protection impact assessments, and in dealings with the ICO.
4.6 When processing the personal data on behalf of the Data Controller, the Data Processor shall:
4.6.1 Not process the personal data outside the European Economic Area (all EU member states, plus Iceland, Liechtenstein, and Norway) (“EEA”) without the prior written consent of the Data Controller and, where the Data Controller consents to such a transfer to a country that is outside of the EEA, to comply with the obligations of Data Processors under the provisions applicable to transfers of personal data to third countries set out in Chapter 5 of the GDPR by providing an adequate level of protection to any personal data that is transferred;
4.6.2 Not transfer any of the personal data to any third party without the written consent of the Data Controller and, in the event of such consent, the personal data shall be transferred strictly subject to the terms of a suitable agreement, as set out in Clause 10;
4.6.3 Process the personal data only to the extent, and in such manner, as is necessary in order to comply with its obligations to the Data Controller or as may be required by law;
4.6.4 On at least 30 days’ prior written notice, submit to audits and inspections and provide the Data Controller with any information reasonably required in order to assess and verify compliance with the provisions of this agreement and both parties’ compliance with the requirements of the GDPR and;
4.6.5 Inform the Data Controller immediately if it is asked to do anything that infringes the GDPR or any other applicable data protection legislation.
5.1 The Data Processor shall implement and maintain appropriate technical and organisational security measures to protect personal data from security incidents and to preserve the security and confidentiality of the personal data, in accordance with the Technical and Organisational Data Protection Measures set out in Schedule 3.
5.2 The Data Controller is responsible for reviewing the information made available by the Data Processor relating to data security and making an independent determination as to whether the services meet the Data Controllers requirements and legal obligations under the Data Protection Laws. The customer acknowledges that the security measures are subject to technical progress and development and that the Data Processor may update or modify Schedule 3 of this agreement from time to time provided that such updates and modifications do not result in the degradation of the overall security of the services purchased by the Data Controller.
5.3 Notwithstanding the above, the Data Controller agrees that except as provided by this agreement, the Data Controller is responsible for its secure use of the services, including securing its account authentication credentials, protecting the security of personal data when in transit to and from the services and taking any appropriate steps to secure, encrypt or backup any personal data uploaded to the services.
6. Data Subject Access, Complaints, And Breaches
6.1 The Data Processor shall, at the Data Controller’s cost, assist the Data Controller in complying with its obligations under the GDPR. In particular, the following shall apply to data subject access requests, complaints, and data breaches.
6.2 The Data Processor shall notify the Data Controller within 14 days if it receives:
6.2.1 A subject access request from a data subject; or
6.2.2 Any other complaint or request relating to the processing of the personal data.
6.3 The Data Processor shall, at the Data Controller’s cost, co-operate fully with the Data Controller and assist as required in relation to any subject access request, complaint, or other request, including by:
6.3.1 Providing the Data Controller with full details of the complaint or request;
6.3.2 Provide the necessary information and assistance in order to comply with a subject access request;
6.3.3 Providing the Data Controller with any personal data it holds in relation to a data subject;
6.4 The Data Processor shall notify the Data Controller if it becomes aware of any form of personal data breach, including any unauthorised or unlawful processing, loss of, damage to, or destruction of any of the personal data.
7. Appointment Of A Data Protection Officer
7.1 The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations. The Data Protection Officer can be contacted at [email protected]
8. Limitation And Liability
8.1 The total aggregate liability to the Data Controller, of whatever nature, whether in contract, tort or otherwise, of the Data Processor for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall be subject to the “Limitation of Liability” clause set out in the Terms and Conditions to which this agreement is an addendum.
8.2 Nothing in this agreement will relieve the Data Processor of its own responsibilities and liabilities under the GDPR.
9.1 The Data Processor shall maintain the personal data in confidence, and in particular, unless the Data Controller has given written consent for the Data Processor to do so, the Data Processor shall not disclose any personal data supplied to the Data Processor by, for, or on behalf of, the Data Controller to any third party. The Data Processor shall not process or make any use of any personal data supplied to it by the Data Controller otherwise than in connection with the provision of the services to the Data Controller.
9.2 The Data Processor shall ensure that all personnel who are to access and/or process any of the personal data are contractually obliged to keep the personal data confidential. 9.3 The obligations set out in in this Clause 9 shall continue for a period of 1 year after the cessation of the provision of services by the Data Processor to the Data Controller.
9.4 Nothing in this agreement shall prevent either party from complying with any requirement to disclose personal data where such disclosure is required by law. In such cases, the party required to disclose shall notify the other party of the disclosure requirements prior to disclosure, unless such notification is prohibited by law.
10. Appointment Of Sub-Processors
10.1 The Data Controller agrees that the Data Processor may engage Sub-Processors to process the personal data on its behalf. The Sub-Processors currently engaged by the Data Processor and authorised by the Data Processor are listed in Schedule 4.
10.2 The Data Processor shall (i) enter into a written agreement with the Sub-Processor imposing data protection terms that require the Sub-Processor to protect the personal data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this agreement and for any acts or omissions of the Sub-Processor that cause Data Processor to breach any of its obligations under this agreement.
11. Changes To Sub-Processors
11.1 The Data Processor shall (a) provide and up-to-date list of the Sub-Processors it has appointed upon written request from the Data Controller; and (b) notify the Data Controller by email if it adds or removes a Sub Processor at least 10 days before any such changes.
11.2 The Data Controller may object in writing to the Data Processors appointment of a new Sub-Processor within five (5) calendar days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving resolution. If this is not possible, the Data Controller may suspend or terminate this agreement.
12. Deletion And/Or Disposal of Personal Data
12.1 The Data Processor shall, at the written request of the Data Controller, delete (or otherwise dispose of) the personal data or return it to the Data Controller in .csv format within a reasonable time after the earlier of the following:
12.2.1 The end of the provision of the Services; or
12.2.2 The processing of that personal data by the Data Processor is no longer required for the performance of the Data Processor’s obligations under this agreement.
12.2 Following the deletion, disposal, or return of the personal data under Sub-Clause 12.1, the Data Processor shall delete (or otherwise dispose of) all further copies of the personal data that it holds, unless retention of such copies is required by law, in which case the Data Processor shall inform the Data Controller of such requirement(s) in writing.
13. Law And Jurisdiction
13.1 This agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
13.2 Any dispute, controversy, proceedings or claim between the parties relating to this agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
The use of the Services (known as My Pet Walker Ltd) as described here https://www.mypetwalker.co.uk
The Data Processor processes the following types of data in connection with its delivery of the services.
1.0 Information relating to data subjects for the processing of pet walking schedules and subsequent financial transactions including but not limited to;
Postal Address Email Address Phone numbers
Other Personal Data
2.0 A Client may wish to create and store additional categories of personal data to those listed above, such as a gender, age, occupation, social interests, home security details etc.
2.1 The services provide the Client with the ability to create and store an unlimited number of types of personal data (the “Custom Fields”).
2.2 For the purposes of this agreement, any additional personal data that is created and stored by the client using custom fields shall form part of this Schedule 2.
Categories Of Data Subjects
3.0 The Data Processor processes personal data about the following categories of data subjects on behalf of the Client.
- Clients of the Data Controller.
- Employees and or contractors of the Data Controller.
- Veterinarians related to data subjects.
- Any other categories that the Client requires, which are subsequently defined using Custom Fields.
Technical And Organisational Data Protection Measures
The following are the technical and organisational data protection measures referred to in Clause 4:
1.0 The Data Processor shall ensure that, in respect of all personal data it receives from or processes on behalf of the Data Controller, it maintains security measures to a standard appropriate to:
1.1 The harm that might result from unlawful or unauthorised processing or accidental loss, damage, or destruction of the personal data; and
1.2 The nature of the personal data.
2.0 In particular, the Data Processor shall:
2.1 Have in place, and comply with, a security policy which:
2.1.1 Defines security needs based on a risk assessment;
2.1.2 Allocates responsibility for implementing the policy to a specific individual or personnel;
2.1.3 Is disseminated to all relevant staff; and provides a mechanism for feedback and review.
2.2 Ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing the personal data in accordance with best industry practice;
2.3 Prevent unauthorised access to the personal data;
2.4 Ensure that its storage of personal data conforms with best industry practice such that the media on which personal data is recorded (including paper records and records stored electronically) are stored in secure locations and access by personnel to personal data is strictly monitored and controlled;
2.5 Have secure methods in place for the transfer of personal data whether in physical form (for example, by using couriers rather than post) or electronic form (for example, by using encryption);
2.6 Password protect all computers and other devices on which personal data is stored, ensuring that all passwords are secure and that passwords are not shared under any circumstances;
2.7 Take reasonable steps to ensure the reliability of personnel who have access to the personal data;
2.8 Have in place methods for detecting and dealing with breaches of security (including loss, damage, or destruction of personal data) including:
2.8.1 The ability to identify which individuals have worked with specific personal data;
2.8.2 Having a proper procedure in place for investigating and remedying breaches of the GDPR; and
2.8.3 Notifying the Data Controller as soon as any such security breach occurs.
2.9 Have a secure procedure for backing up all electronic personal data and storing back-ups separately from originals;
2.10 Have a secure method of disposal of unwanted personal data including for back-ups, disks, print-outs, and redundant equipment.
List Of Sub-Processors
The Data Processor uses a range of Third Party Sub-Processors to assist it in providing the Services. These Sub-Processors are listed below;
Name – Website
Stripe – www.stripe.com
Google – www.google.com
Amazon Web Services (AWS) – https://aws.amazon.com/
My Pet Walker Ltd understands that your privacy is important and that you need to be aware how your personal data is used. We value and respect the privacy of all of our customers and will only collect and use personal data in ways that are described in this policy, and in a way that is consistent with our obligations and your rights under the law.
1. About Us
My Pet Walker Ltd Registered in England, Company Number 11215766. Registered Address: 79 Eccles Road Swinton, Manchester, M27 5GB, England Email address: [email protected] Telephone number: +44 (0)843 557 0665 Postal Address: 79 Eccles Road Swinton, Manchester, M27 5GB, England
2. What Does This Notice Cover?
3. What is Personal Data?
Personal data is defined by the General Data Protection Regulation (EU Regulation 2016/679) (the “GDPR”) as ‘any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier’.
Personal data is, in simpler terms, any information about you that enables you to be identified. Personal data covers obvious information such as your name and contact details but it also covers less obvious information such as identification numbers, electronic location data, and other online identifiers.
The personal data that we use is set out in Part 5, below.
4. What Are My Rights?
Under the GDPR, you have the following rights, which we will always work to uphold:
b) The right to have your personal data rectified if any of your personal data held by us is inaccurate or incomplete. Please contact us using the details in Part 11 to find out more.
c) The right to be forgotten, i.e. the right to ask us to delete or otherwise dispose of any of your personal data that we have. Please contact us using the details in Part 11 to find out more.
d) The right to restrict (i.e. prevent) the processing of your personal data. The right to object to us using your personal data for a particular purpose or purposes.
e) The right to data portability. This means that, if you have provided personal data to us directly, we are using it with your consent or for the performance of a contract, and that data is processed using automated means, you can ask us for a copy of that personal data to re-use with another service or business in many cases.
f) Rights relating to automated decision-making and profiling. We do not use your personal data in this way.
For more information about our use of your personal data or exercising your rights as outlined above, please contact us using the details provided in Part 11.
Further information about your rights can also be obtained from the Information Commissioner’s Office or your local Citizens Advice Bureau.
If you have any cause for complaint about our use of your personal data, you have the right to lodge a complaint with the Information Commissioner’s Office.
5. What Personal Data Do You Collect?
We may collect some or all of the following personal data (this may vary according to your relationship with us):
- Date of Birth
- Email address
- Telephone number
- Alternative Contact Name
- Alternative Contact Email
- Alternative Contact Phone Number
- Alternative Contact Address
- Business name
- Business Website
- Business Facebook Page
- Payment information
6. How Do You Use My Personal Data?
Under the GDPR, we must always have a lawful basis for using personal data. This may be because the data is necessary for our performance of a contract with you, because you have consented to our use of your personal data, or because it is in our legitimate business interests to use it. Your personal data will be used for one of the following purposes:
a) Providing and managing your account.
b) Supplying our products and/or services to you. Your personal details are required in order for us to enter into a contract with you.
c) Personalising and tailoring our products and/or services for you.
d) Communicating with you. This may include responding to emails or calls from you.
e) Supplying you with information by email that you have opted-in to receive (you may unsubscribe or opt-out at any time by using the unsubscribe function in any email that you receive from us).
With your permission and/or where permitted by law, we may also use your personal data for marketing purposes, which may include contacting you by email and / or telephone and / or text message and or post with information, news, and offers on our products and / or services. You will not be sent any unlawful marketing or spam. We will always work to fully protect your rights and comply with our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and you will always have the option to opt-out.
7. How Long Will You Keep My Personal Data?
We will not keep your personal data for any longer than is necessary regardless of the reason(s) for which it was first collected.
We will store data that is required to maintain an accurate record of our financial and accounting history with you for a minimum of 6 years (or, where there is no fixed period, the following factors will be used to determine how long it is kept).
8. How and Where Do You Store or Transfer My Personal Data?
If you are based in the European Economic Area, then we will only store or transfer your personal data on servers located within the European Economic Area (the “EEA”). The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein. This means that your personal data will be fully protected under the GDPR or to equivalent standards by law.
If you are based outside the European Economic Area, we will generally store your data on servers located within the region in which you live. For example, data belonging to clients who live in USA or Canada will generally be stored on servers located in USA / Canada region. Likewise, data belonging to clients who live in Australia or New Zealand will generally be stored on servers located in the Australia / New Zealand Region.
9. Do You Share My Personal Data?
We sometimes contract with the following third parties to supply products and / or services to you on our behalf. These may include for example payment processing and marketing solutions. In some cases, those third parties may require access to some or all of your personal data that we hold.
a) Stripe – for the purpose of Credit Card payments. Payment processing – https://stripe.com/guides/general-data-protection-regulation
b) Mailchimp for the purpose of marketing services – https://kb.mailchimp.com/accounts/management/about-the-general-data-protection-regulation
If any of your personal data is required by a third party, such as those described above, we will take steps to ensure that your personal data is handled safely, securely, and in accordance with your rights, our obligations, and the third party’s obligations under the law, as described above in Part 8.
If any personal data is transferred outside of the EEA, we will take suitable steps in order to ensure that your personal data is treated just as safely and securely as it would be within the UK and under the GDPR, as explained above in Part 8.
In some limited circumstances, we may be legally required to share certain personal data, which might include yours. If we are involved in legal proceedings or complying with legal obligations, a court order, or the instructions of a government authority.
10. How Can I Access My Personal Data?
If you want to know what personal data we hold about you, you can contact us for details of that personal data and for a copy of it (where any such personal data is held). This is known as a “subject access request”.
All subject access requests should be made in writing and sent to the email or postal addresses shown in Part 11.
There is not normally any charge for a subject access request. If your request is ‘manifestly unfounded or excessive’ (for example, if you make repetitive requests) a fee may be charged to cover our administrative costs in responding.
We will respond to your subject access request within 7 working days and, in any case, not more than one month of receiving it. Normally, we aim to provide a complete response, including a copy of your personal data within that time. In some cases, however, particularly if your request is more complex, more time may be required up to a maximum of three months from the date we receive your request. You will be kept fully informed of our progress.
11. How Do I Contact You?
To contact us about your personal data and data protection, including to make a subject access request, please use the following details:
For the attention: Ben Robinson Email address: [email protected] Telephone number: +44 (0)843 557 0665 Postal Address: 79 Eccles Road Swinton, Manchester, M27 5GB, England
12. Changes to this Privacy Notice
We may change this Privacy Notice from time to time. This may be necessary, for example, if the law changes, or if we change our business in a way that affects personal data protection.
Any changes will be made available on our website www.mypetwalker.co.uk
Policy on notification of alleged intellectual property (“IP”) infringements. My Pet Walker Ltd (“MPWL”) respects the intellectual property rights of others and expects its users to do the same.
It is MPWL’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the account or access of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
MPWL will respond to claims of IP infringement committed using the MPWL website and mobile application (the “Site and Application”) that are reported to MPWL following this IP Policy.
If you are an IP owner, or are authorised to act on behalf of one, please report alleged IP infringements taking place on or through the Site and Application by completing the following Notice of Alleged Infringement and sending it via letter, email, text message or Whatsapp to MPWL as described below.
Upon receipt of the Notice as described below, MPWL will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site and Application.
Notice of Alleged Infringement (“Notice”)
Identify the specific protected work that you claim has been infringed, or – if multiple works are covered by this Notice – you may provide a representative list of the works that you claim have been infringed.
Identify the material that you claim is infringing (or to be the subject of infringing activity) and that you believe should be removed or access to which should to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site and Application where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the identified material is not authorized by the IP owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorised to act on behalf of the owner, of the IP rights that are allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to: My Pet Walker Limited Notice of Alleged Infringement 79 Eccles Road Swinton Manchester M27 5GB
Email address: [email protected]
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