Terms and Polices
TERMS AND CONDITIONS
FOR THE SUPPLY OF SERVICES
1. ABOUT US AND OUR TERMS AND CONDITIONS
WILLE TECH LIMITED is a legal entity established under the laws of the Republic of Cyprus, having its registered office at Kinyra 1, KINYRAS TOWER, 3-d floor, 'Agios Andreas, 1102, Nicosia, Cyprus (the “Customer”).
These Terms and Conditions for the Supply of Services (the “Terms and Conditions”) along with the Quote for Services set forth the terms under which an Eligible Individual selected by the Customer may, subject to Clause 3 (Formation of the Agreement) of the Terms and Conditions, provide the Services to the Customer.
2. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, where the context admits, the definitions given below shall have the following meanings:
“Agreement” has the meaning given in Clause 3 (Formation of the Agreement).
“Capacity” means any principal, agent, contractor, consultant, director, employee, worker, owner, partner, shareholder or any other managerial capacity.
“Commercial Entity” means any type of company or sole proprietorship duly registered according to the applicable law in any country of operation of the Group Company.
“Confidential Information” means results of the Services, Intellectual Property, and any information, including any documents, emails (both addresses and emails content), files, photos, images, videos and other media files, provided to, or created by, the Contractor under this Agreement, which, including, but not limited to, may constitute Customer’s trade secret, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.
“Contractor” means an Eligible Individual who was selected by the Customer and accepted the Quote for Services and these Terms and Conditions in a manner envisaged in Clause 3 (Formation of the Agreement).
“Customer’s email address” means [email protected], [email protected] or any other email address provided to the Contractor with any of the above email addresses in copy.
“Data Controller” means one entity or more entities which determine(s) the purposes and means of the Processing of Personal Data.
“Data Processor” means the individual which may Process Personal Data on behalf of the Data Controller.
“Data Protection Legislation” means any European Union legislation and any other national laws and regulations applicable to the Processing of Personal Data.
“Deliverables” means all the work products, items, materials and Intellectual Property to be created, developed, produced, delivered, performed or provided by the Contractor in connection with the Agreement.
“Eligible Individual” means any individual who is of legal age under the laws of his/her place of residence, and recognized by Customer as having necessary skills and experience to provide the required Services.
“End Users” means individuals - Group Company’s consumers, whose Personal Data may be Processed by the Contractor in course of provision of Services under the Agreement.
“Group Company” means the Customer or its affiliated companies from time to time.
“Intellectual Property” means any copyright/related rights object, invention, industrial design, method, research, process and all other results of intellectual activity, protected by intellectual property rights, including but not limited to software, digitized files containing data, databases, illustration, design, artwork, presentation, advertising layout, marketing materials, images, photographic, audiovisual, musical works, including videos, animated assets, performances, phonograms, documented reports as well as any documentation thereto, any other objects executed in any available form, separately or in combination, regardless of their completion which may be created in course of provision of Services.
“Personal Data” means any information relating to an identified or identifiable natural person, and shall have the same meaning as in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC.
“Processing” or “Process” means any operation or set of operations which is performed by the Contractor as part of the Services upon Customer’s or End Users’ Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“Product” means a product in the field of Health&Fitness, Education, Entertainment, or Utilities, namely a mobile application published by a Group Company on App Store, Google Play Market, Huawei Art Gallery and/or web-site hosted by a Group Company.
“Quote for Services” means the email sent by the Customer to the Eligible Individual with the description of required Services, fees (costs) and payment terms.
“Restricted Business” means those parts of the Group Company's activity and business in which the Contractor was involved during the term of the Agreement and/or concerning which the Contractor had access to Trade Secret and/or Confidential Information.
“Restricted Person” means any person who, during the term of the Agreement, was or is a customer/supplier to/independent contractor/investor/partner or licensor of the Group Company, or other commercial contractor of whatever nature; or in the habit of dealing with any Group Company; or prospective customer/supplier to/independent contractor/investor/partner or licensor of the Group Company, or other commercial contractor of whatever nature; or an employee, agent, officer, consultant, advisor or other independent contractor of or provider of services to the Group Company.
“Services” means the services to be provided by the Contactor under the Agreement, including creation of any type of Intellectual Property, and/or any other related services as requested by the Customer.
“Trade Secret” has the meaning given to it in Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure.
3. FORMATION OF THE AGREEMENT
Any Eligible Individual, who was selected by the Customer at its sole discretion, will be provided by email with the Quote for Services and the link to the Terms and Conditions.
An Eligible Individual who agrees to provide the Services to the Customer on the terms defined in the received Quote for Services and the Terms and Conditions, shall accept the Quote for Services and the Terms and Conditions by sending an email to the Customer’s email address with the following wording: “I have read and agree with the Quote for Services and the Terms and Conditions for the Supply of Services available at https://fabiosamedia.com/terms-and-conditions”.
The Quote for Services and these Terms and Conditions, if and when accepted by an Eligible Individual, shall constitute a binding agreement entered into between the Customer and the Contractor in accordance with and incorporating the Terms and Conditions (the “Agreement”).
The Agreement comes into force on the date when the aforementioned email of acceptance is received by the Customer (the “Effective Date”).
The Customer and the Contractor may be collectively referred to as the “Parties” and each individually as a “Party”.
4. IDENTITY / KNOW YOUR CUSTOMER
By accepting the Quote for Services and the Terms and Conditions, the Contactor consents to electronically receive, via email, all records and notices, such as terms, notices, and communications, in respect of the Services provided to Customer under the Agreement.
The Contractor authorizes the Customer to make, directly or through third parties, any inquiries the Customer considers necessary to validate the Contractor’s identity. At Customer’s request, the Contractor must: (1) provide the Customer with additional information regarding his/her identity, which may include Contractor’s date of birth and/or other information that will allow the Customer to reasonably identify the Contractor; (2) take steps to confirm the ownership of Contractor’s email address or financial instruments; or (3) verify Contractor’s information against third party databases or through other sources.
At Customer’s request, the Contractor must also provide copies of identification documents (such as passport/ID or driver's license) for the purpose of validating the identity of the Contractor.
The Contractor hereby confirms and guarantees that he/she is fully responsible for the validity of payment ID provided by him/her to the Customer. Therefore, Services fee payments to the mentioned payment ID shall be considered to be the Services fee payments provided directly to the Contractor, regardless of whether such payment ID belongs to the Contractor or to a third party (e.g., to the Contractor’s representative). In case the payment ID does not belong to the Contractor, the Contractor and the third party (e.g., the Contractor’s representative) shall settle payments between each other under a separate agreement. The Contractor shall not file any claims against the Customer as to the Services fee paid by the Customer to the payment ID provided by the Contractor and the Contractor hereby releases the Customer from any and all liability in this respect.
5.ORDERING AND ACCEPTANCE OF SERVICES
a. Subject Matter
Subject to the Agreement, the Customer orders and the Contractor undertakes to provide the Services as described in the Quote for Services during the term of the Agreement. The Customer reserves the right to provide detailed instructions as to providing particular Services within the scope of such Services described in the Quote for Services in any form, including via email.
b. Services Ordering
During the term of the Agreement, the Customer, from time to time, may notify the Contractor by means of communication (telephone, email) of the need for provision of further Services (the "Order").
Within 3 (three) business days after receiving the Order, the Contractor: (i) clarifies with the Customer the specific scope, timelines, methods and other terms of the Services provision, and (ii) either begins the Services provision or notifies the Customer about the impossibility of the Services provision specifying grounds for the refusal.
During the Services provision, the Customer may amend previously agreed scope, timelines, methods and other terms of the Services provision or cancel the Order.
c. Acceptance of Services
With the aim of quality control, the Services may be accepted by the Customer on a monthly basis in portions agreed by the Parties.
To this extent, the Contractor will provide the Customer by email or via Services tracking system specified in the Quote for Services with the Deliverables, which the Customer in the absence of objections, shall review within 5 (five) business days from the date of receipt thereof (the “Approval Period”), and pay for the Services within the period indicated in Clause 6 (Consideration for Services and Payment Terms) of the Terms and Conditions.
If the Customer does not notify the Contractor of the objections to the Deliverables within the Approval Period, such Deliverables shall be deemed approved by the Customer and the relevant Services shall be deemed accepted.
The Parties may mutually agree in writing that this Clause 5(c) (Acceptance of Services) does not apply.
6. CONSIDERATION FOR SERVICES AND PAYMENT TERMS
In consideration of the provided Services, the Customer shall pay the Contractor the fee indicated in the Quote for Services.
The fee for the Services indicated in the Quote for Services is based on the Contractor’s skills and experience, as well as on the Services complexity. The Quote for Services shall contain (i) the price of one hour of the Services, or (ii) fixed monthly fee, or (iii) fees for certain quantity of the Services. If the Parties agree on a fixed monthly fee, the Customer is entitled to put into operation any number of Orders within any current month.
The fee for the Services shall be payable by the Customer within 5 (five) business days from the date of the Services acceptance pursuant to Clause 5(c) (Acceptance of Services).
If the Parties have agreed in writing that Clause 5(c) (Acceptance of Services) is not applicable to them, the fee for the Services shall be payable by the Customer within 10 (ten) business days following the Contractor’s submission of the Deliverables to the Customer by email or via Services tracking system agreed by the Parties.
The Customer may pay the Contractor in several installments. The Parties may establish a different payment procedure by mutual written agreement (email shall be sufficient).
The fee for the Services may be paid to the Contractor to his/her card account, Payoneer account, via PayPal, or otherwise, as agreed by the Parties in writing (email shall be sufficient).
The Customer has the right to change unilaterally and proportionally any fee for the Services to be paid to the Contractor for any particular period in case if, including, but not limited to, the scope of Services rendered by the Contractor differs from the requested in such period.
The Parties hereby agree that the payment for Services may be settled by a third party chosen unilaterally by the Customer, and the Contractor hereby confirms and guarantees that he/she is in no need of and shall not demand any additional notices of the payer change circumstances stipulated herein.
7. CONFIDENTIALITY
By entering into the Agreement, the Contractor agrees that Confidential Information shall be strictly confidential and, therefore, the Contractor shall not use the Confidential Information for his/her own purposes and/or disclose it to any third party without prior written consent of the Customer, unless such disclosure is required by law, a court of competent jurisdiction or any governmental or regulatory authority, in which case the Contractor must notify the Customer of such requirement as soon as reasonably practicable after he/she becomes aware that the disclosure is required. The Parties agree to undertake whatever measures that are reasonably necessary to protect its confidentiality both during the term of the Agreement and 2 (two) years after its termination or expiration.
In case the Customer grants the Contractor access to any servers, computer systems or other physical/media resources, the Contractor shall not use such access for any purpose other than for the provision of Services to the Customer under the Agreement.
8. INTELLECTUAL PROPERTY OWNERSHIP
a. Accrual of Intellectual Property Rights
The Parties agree that all and any tangible intellectual property rights to Intellectual Property created by the Contractor in course of provision of Services shall be transferred (assigned) by the Contractor to the Customer with full title guarantee, free from all third party rights, without any additional obligations with respect to the Contractor, restrictions on the territory, use area, and for the whole period of validity of such rights from the moment of creation of such Intellectual Property.
Creation of Intellectual Property may be formalized by any suitable for Parties means, including, but not limited to, by indication in invoices (if any) or confirmation within the Customer’s mailing internal system on monthly, quarterly or annual bases, etc. Non-formalization of Intellectual Property creation shall not affect Customer’s ownership of tangible intellectual property rights to Intellectual Property.
All and any tangible intellectual property rights to Intellectual Property include, without limitation, the following rights:
to use the Intellectual Property, including, but not limited to: fully or partially reproduce, copy, publicly perform, publicly announce, publicly demonstrate, expose, distribute (including, but not limited to sell, export of copies etc.), assign/sell the rights, provide an access by any means to an unlimited number of persons by any means, including on Internet, provide for public knowledge in any form, format, without quantity limitations, to unlimited number of people, in particular, for advertising purposes; modify, adapt, translate, otherwise amend the Intellectual Property, to create derivative works, to include Intellectual Property to other works as their integral part;
file application for registration and obtaining of any title documents in any countries for any Intellectual Property;
to authorize, including, but not limited to, by issuing licenses, a disposal, or prohibit the use of Intellectual Property by any third parties, such as Customer’s affiliates, including, but not limited to, in the ways listed hereinabove;
to prevent illegal use of the Intellectual Property.
All and any intellectual property rights to the Intellectual Property are transferred (assigned) to the Customer along with all respective Intellectual Property embodiments, records relating to the same. The Contractor shall deliver to the Customer such embodiments and records in due course during provision of Services.
The Contractor is prohibited to use the Intellectual Property under her/his own name or for any purpose other than to fulfil his/her obligations, including, but not limited to, assign or otherwise make the Intellectual Property available to third parties.
The moral (intangible) intellectual property rights to the Intellectual Property shall be deemed waived by the Contractor to the extent permitted under the law. In case the moral (intangible) intellectual property rights to the Intellectual Property belong to the Contractor, the Contractor: (i) grants to the Customer the right to complete, alter and otherwise modify the Intellectual Property without any approval from the Contractor. The Contractor agrees that such changes will not be considered a violation of Intellectual Property integrity, (ii) authorizes the Customer not to specify the name of the Contractor as author’s name on the Intellectual Property.
b. Pre-Existing Intellectual Property and Third-Party Materials
The Contractor shall create the Intellectual Property independently (individually), unless otherwise is agreed with the Customer. In any case the Contractor shall not engage any third party in the creation of Intellectual Property should such engagement result in creation of third-party rights as to the Intellectual Property.
The Contractor undertakes not to incorporate into Intellectual Property or utilize in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept or other proprietary information or intellectual property owned by the Contractor or in which the Contractor has an interest, as well as proprietary information or intellectual property owned by any third party (the “Pre-existing Objects”) without Customer’s prior written permission (email suffices). The Contractor agrees that if, in the course of performing the Services, Contractor incorporates into any Intellectual Property or utilizes in the performance of the Services any Pre-existing Objects, the Customer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to create, order creation, use, import, offer for sale, sale, reproduce, distribute, modify, adapt, create derivative works, display, perform or otherwise exploit such Pre-existing Objects without any restrictions.
c. Author’s remuneration
The Parties agreed that the remuneration to the Contractor for the transfer to the Customer of tangible intellectual property rights to the Intellectual Property, created during the provision of the Services, shall be paid within the sum of consideration pursuant to Clause 6 (Consideration for Services and Payment Terms). No other remuneration for the transfer to the Customer of the tangible intellectual property rights to the Intellectual Property, created during the provision of the Services, shall be paid to the Contractor.
d. Assistance to Customer
The Contractor undertakes to assist the Customer or its authorized representatives in all actions for the protection of intellectual property rights both to the Intellectual Property created during the provision of the Services and the Pre-existing Objects. For this purpose, if needed, the Contractor shall provide all necessary information, sign and submit all documents required for registration and receiving by Customer or its authorized representatives the protective documents in respect of the abovementioned assets and intellectual property rights to them.
9. NON-COMPETE AND NON-SOLICITATION
In order to protect Trade Secret, Confidential Information, proprietary information, Group Company's business connections to which the Contractor has access during provision of the Services and stability of the workforce as well as to prevent unfair competition based on Contractor’s use or knowledge of proprietary, Confidential and/or Trade Secret information of the Group Company, considering that the Products are purchased worldwide, by accepting the Quote for the Services and the Terms and Conditions, the Contractor explicitly covenants with the Customer that the Contractor shall not, whether directly or indirectly (including by encouraging, assisting or facilitating any third party to exercise the actions specified below), in any way:
during the term of the Agreement and for a period of 6 (six) months after its termination, be employed by or be involved in provision of services to, or in any Capacity have business dealings with, the Commercial Entity in projects which are in competition with the Restricted Business;
during the term of the Agreement and for a period of 6 (six) months after its termination, in the Republic of Cyprus or in any country, in which the Group Company conducts business or engages contractors, engage in any business related to the creation, modification, implementation, or other use of any intellectual activity results in the sphere identical/similar to the art/inventive sphere, in which the Intellectual Property is created under the Agreement and/or the Group Company is the owner of the intellectual property rights; and
during the term of the Agreement and for a period of 12 (twelve) months after its termination, in the Republic of Cyprus or in any country, in which the Group Company conducts business or engages contractors, solicit or endeavour to entice from the Group Company or employ or engage, or offer to employ or engage, or otherwise have any business dealings with or facilitate the engagement of the Restricted Person, whether or not such person would be in breach of contract as a result of such engagement.
10. CONFLICT OF INTERESTS
The Contractor represents and warrants that the Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of the Agreement, the Contractor’s obligations to the Customer under the Agreement, and/or Contractor’s ability to perform the Services. The Contractor undertakes not to enter into any such conflicting agreement during the term of the Agreement.
11. RETURN OF CUSTOMER’S MATERIALS
Upon the termination of the Agreement, or upon Customer’s earlier request within the term hereof, the Contractor shall immediately deliver to the Customer, and will not keep in its possession, recreate, or deliver to anyone else, any and all Customer’s property, including, but not limited to, Confidential Information, tangible embodiments of the Intellectual Property, all devices and equipment belonging to the Customer, all electronically-stored information and passwords to access such property and any reproductions of any of the foregoing items that the Contractor may have in its possession or control. Until they have been delivered or returned, the Contractor shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Agreement.
12. PERSONAL DATA
The Parties acknowledge that for the purpose of, and based on the Data Protection Legislation:
where the Customer Processes Contractor’s Personal Data, the Customer shall be regarded as Data Controller, and the Contractor shall be regarded as a data subject. Terms on Processing Contractor’s Personal Data by the Customer as the Data Controller are stipulated in Annex A “Privacy Notice” hereto; and
where the Contractor Processes Customer’s or End Users’ Personal Data on behalf of the Customer (should such the Processing be strictly necessary for the provision of Services), the Customer shall be regarded as Data Controller and the Contractor shall be regarded as Data Processor. The Contractor undertakes to Process Customer’s or End Users’ Personal Data in accordance with Annex B “Data Processing Terms” hereto.
13. TERM AND TERMINATION
a. Term
The Agreement shall take effect on the Effective Date and, unless terminated earlier pursuant to Clause 13(b) (Termination) below, shall continue in effect within 12 (twelve) full months from the Effective Date (the “Term”). The Agreement shall automatically renew for the same Term unless terminated by either Party by sending prior written notice on its termination to the other Party.
b. Termination
The Contractor may terminate the Agreement upon giving the Customer 2 (two) weeks prior written notice on its termination.
The Customer may terminate the Agreement upon giving the Contractor written notice on its termination. In this case, the Agreement shall be deemed terminated on the date of the notice, unless otherwise indicated in such notice.
c. Survival
Upon any termination, all rights and duties of Customer and Contractor toward each other shall cease except:
(a) Customer will pay, within 30 (thirty) business days after the effective date of termination, all amounts owing to Contractor for Services completed and accepted by Customer prior to the termination date; and
(b) Clause 7 (Confidentiality), Clause 8 (Intellectual Property Ownership), Clause 9 (Non-compete and Non-solicitation), Clause 11 (Return of Customer’s Materials), Clause 14 (Governing Law and Jurisdiction), Clause 15 (Independent Contractor), Clause 16 (Indemnification), Clause 17 (Limitation of Liability), and Clause 18 (Miscellaneous), shall survive termination or expiration of the Agreement.
14. GOVERNING LAW AND JURISDICTION
The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that any dispute, controversy or claim arising out or in connection with the Agreement, shall be settled and exclusively decided by the courts of Cyprus.
15. INDEPENDENT CONTRACTOR
It is the express intention of Customer and Contractor that Contractor performs the Services as an independent contractor to the Customer. Nothing in the Agreement is intended to, or shall be deemed to constitute a partnership or joint venture between the Parties or shall in any way be construed to designate Contractor as an agent, employee or representative of the Customer. Without limiting the generality of the foregoing, Contractor is not authorized to bind the Customer to any liability or obligation or to represent that Contractor has any such authority. The Contractor agrees to furnish all tools and materials necessary to accomplish the Agreement and shall incur all expenses associated with performance, except the Parties agree otherwise in writing. The Contractor acknowledges and agrees that Contractor is solely obliged to report on all compensation received by Contractor for the Services as well as to pay the required taxes in a manner prescribed by the applicable law.
16. INDEMNIFICATION
The Contractor hereby undertakes and agrees to indemnify and hold harmless the Customer and its affiliates, employees, directors, chief executive officers and other officers from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) any breach by the Contractor of any of the covenants of the Agreement, (iii) any violation or claimed violation of third party’s rights resulting in whole or in part from the Customer’s use of the Intellectual Property or other Deliverables delivered by the Contractor under the Agreement.
17. LIMITATION OF LIABILITY
IN NO EVENT THE CUSTOMER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, REGARDLESS OF THE WAY OR FORM THEY ARE CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER OR NOT THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL CUSTOMER’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE CONTRACTOR UNDER THE AGREEMENT FOR THE SERVICES, DELIVERABLES OR INTELLECTUAL PROPERTY GIVING RISE TO SUCH LIABILITY.
18. MISCELLANEOUS
a. Force Majeure
Neither Party shall be liable for any delay or failure to perform any of its obligation or provide Services hereunder in case of any: acts of God, war, riot or civil commotion, terrorist attack, governmental acts or directives, fire, flood, explosion, strikes, work stoppage, epidemic or pandemic, or equipment or facilities shortages not in the reasonable control of a Party, or other similar force beyond such Party's reasonable control (the “Force Majeure Event”).
The Party affected by the Force Majeure Event and unable to fulfill its obligations shall notify the other Party of the occurrence and termination of such Force Majeure Event not later than three (3) business days upon occurrence and termination thereof. The fact of the occurrence of the Force Majeure Event and its duration shall be confirmed by a certificate (or other equivalent document) evidencing the relevant Force Majeure Event and issued by a competent authority.
Failure to notify or untimely notification of the occurrence of the Force Majeure Event shall deprive of the right to invoke such Force Majeure Event as grounds for releasing the affected Party from liability for the delay or failure to perform its obligations.
Should a Force Majeure Event last for more than 30 (thirty) calendar days, each Party shall be entitled to terminate the Agreement by giving to the other Party a 10 (ten) calendar days’ prior written notice.
b. Liability of the Parties
The Parties shall be held liable for non-performance or improper performance of their obligations hereunder pursuant to the terms of the Agreement and governing law.
c. Assignability
The Agreement will be binding upon Contractor’s heirs, executors, assignees, administrators, and other legal representatives, and will be for the benefit of Customer, its successors, and its assigns. Unless the Parties agree otherwise in writing, the Contractor may not sell, assign, subcontract, declare a trust over or delegate any rights or obligations under the Agreement, except the involvement of third parties to provide Services upon the Customer’s written permission. Notwithstanding anything to the contrary herein, Customer may assign the Agreement and its rights and obligations under the Agreement to any entity based on Customer’s sole discretion and without the prior written consent of the Contractor.
d. Entire Agreement
The Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior written and verbal agreements, discussions, promises, assurances, warranties, undertakings or representations between the Parties. For the avoidance of doubt, all such previous agreements (if any) shall be deemed terminated. The Contractor represents and warrants that he/she is not relying on any statement or representation not contained in the Agreement and agrees that he/she shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement between the Parties.
e. Headings
Headings are used in these Terms and Conditions for reference only and shall not be considered when interpreting the Agreement.
f. Severability
If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of the Agreement, or any portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of the Agreement will continue in full force and effect.
g. Modification and Waiver
No modification of or amendment to the Agreement, nor any waiver of any rights under the Agreement by the Contractor shall be effective unless agreed by the Parties in writing (email shall be sufficient). The waiver by the Customer of a breach of any provision of the Agreement shall not operate as a waiver of any other or subsequent breach.
The Customer has the right for unilateral modification or amendment of the Terms and Conditions by updating their text on this website. These changes are effective immediately after they are posted on this page (amendment date).
It shall be the obligation of the Contractor to review this page occasionally to stay informed of any changes. The provision of Services by the Contractor after the relevant changes have been posted shall constitute the Contractor’s acceptance of such changes. If the Contractor does not agree with the changes, he/she may terminate the Agreement as specified in Clause 13(b) (Termination) hereof.
h. Notices
In the absence of evidence of the earlier receipt, any notice or other communication required or permitted by the Agreement to be given to a Party shall be deemed received: (i) if delivered personally – upon being served personally, (ii) if sent by courier service – 2 (two) days after being deposited with the courier, (ii) when sent by confirmed facsimile, or by email – on the following day after sending.
The Contractor shall be obliged to notify the Customer of any change in Contractor’s address or contact details not later than 5 (five) business days from the moment such change occurs.
ANNEX A
PRIVACY NOTICE
1. This Privacy Notice sets out how the Customer (WILLE TECH LIMITED is a legal entity established under the laws of the Republic of Cyprus, having its registered office at Kinyra 1, KINYRAS TOWER, 3-d floor, 'Agios Andreas, 1102, Nicosia, Cyprus, contact email on issues relating to this Agreement, including Processing: [email protected]) as Data Controller handles Processing of Contractor’s Personal Data.
2. The Contractor hereby acknowledges and agrees to Processing, in particular, disclosure, transfer to any third parties, including overseas, of Personal Data, such as name, surname, last name, nationality, individual tax number, series and number of passport, date and place of issuance of the passport, other ID details, bank account or other payment details, bank card number, amount of payment for provided Services, registered and actual billing address, email address(es), professional experience and education, photo, contact phone number(s), place and date of birth, etc., as well as other information which may be provided by the Contractor to the Customer during Services provision, for the following purposes and on the following corresponding grounds:
a. for the purpose of preparation to (formation) and performance of the Agreement, i.e. to order and receive Services, to settle payments, to validate Contractor’s identity etc. (whereas in case of con-provision of Personal Data conclusion of the Agreement shall be impossible) - on the basis of necessity to perform the contract the Contractor has entered into with the Customer;
b. for the purpose of fulfillment of control, reporting and other obligations under applicable laws, including, but not limited to, taxation, audit, accounting, and archiving related – on the basis of necessity of compliance with Customer’s legal obligations;
c. for the purpose of internal reporting, performance of audits, internal investigations, statistical evaluations, management control, where the Customer needs to protect Customer’s or third party interests – on the basis of Customer’s legitimate interest;
d. for the purpose of protection against administrative/judicial claims, defense in legal disputes including, but not limited to, provision of evidence, as well as for prosecution and enforcement or where the Processing is needed for the public interest or for official purposes – on the bases of necessity of Customer’s compliance with Customer’s legal obligations and Customer’s legitimate interest.
3. Personal Data may be stored for the period necessary for fulfillment of purposes of Processing, including those based on the Customer’s legitimate interest, including upon termination of Agreement and in accordance with the internal retention policy of the Customer, which is available upon request.
4. Personal Data may be disclosed and transferred to third parties, such as public authorities (based on their lawful request), controllers or processors, such as cloud service providers, affiliated companies, service providers, provided that such disclosure or transfer is necessary for the purposes of Personal Data Processing. Personal Data may be transferred overseas, whereas the Customer shall take appropriate safeguards, such as conclusion of agreements, for international data transfers.
5. Contractor’s Rights with regard to Personal Data Processing are follows:
a. request access to Personal Data;
b. request erasure of Personal Data to the extent allowed under the applicable law;
c. object to processing of Personal Data where the Client is relying on a legitimate interest to the extent allowed under the applicable law;
d. request the restriction of Personal Data processing in specific circumstances;
e. withdraw consent to Personal Data processing;
f. request the transfer of Personal Data to another party, in limited circumstances;
g. prevent processing that is likely to cause damage;
h. lodge a complaint with a supervisory authority (in Cyprus such authority is Data Protection Commissioner, 1 Iasonos Street, 1082 Nicosia, Cyprus, tel: +357 22818456, fax: +357 22304565, email: [email protected]) and use applicable legal remedies;
i. Protect Personal Data from accidental loss, alteration, illegal use as well as to assert all rights with regard to Personal Data processing.
6. The Contractor hereby acknowledges and agrees that he/she has been informed on data controller, nature and scope of collected Personal Data, applicable purposes of processing, rights under applicable legislation and third parties, to which his/her Personal Data may be transferred.
7. The Contractor undertakes to obtain permission of third parties, whose Personal Data he/she transfers to the Customer for the purpose of emergency contacting, on such transfer of Personal Data.
ANNEX B
DATA PROCESSING TERMS
1. About Data Processing Terms
a. These Data Processing Terms set out how the Contractor as Data Processor shall handle the Processing of Customer’s and End Users’ Personal Data on behalf of the Customer as Data Controller when providing the agreed Services which are subject to the above Terms and Conditions.
2. Compliance with Data Protection Legislation
a. The Contractor undertakes he/she shall Process Personal Data in accordance with these Data Processing Terms and Data Protection Legislation. In case any provision of these Data Processing Terms contradict to Data Protection Legislation provision, Data Protection Legislation shall prevail.
b. The Contractor undertakes to provide Services under the Agreement in a way that shall not result in breach of Data Protection Legislation either by the Data Processor or by Data Controller in relation to Processing of Personal Data by the Contractor.
3. Details of Personal Data Processing
a. Personal Data subject to Processing by the Contractor shall be limited to data strictly necessary for the provision of Services under the Agreement, i.e.:
i. End Users’ data, such as contact information (emails, locale, time zone locations), gender, date of birth, apps or web usage data (IP addresses, cookies data, app/web events/interaction data), device information (OS version, device model, advertising identifier etc.) - as/if applicable,
ii. Customer’s Data such as Personal Data in Customer’s, its affiliated companies’ registration records, Personal Data available in Customer’s contractors business registration records and identification documents, and/or Personal Data available in Customer’s accounting systems - as/if applicable,
as well as any other data necessary to fulfill the purposes of respective Personal Data Processing.
b. Personal Data shall be subject to the following processing operations: collection, recording, organisation, structuring, storage, use, transfer and disclosure to the Customer as Data Controller or other designated by the Customer Processors acting on behalf of Customer under the Customer’s written instructions (email suffices) as Data Controller, transfer and disclosure of data to analytics service providers and/or advertizing networks under the Customer’s written instructions (email suffices) (if/as applicable).
4. Contractor’s Obligations as regards Data Processing
a. The Contractor shall:
i. only Process Personal Data to the extent, and in such a manner, as is strictly necessary for the provision of Services, in accordance with primary bases and purposes of Processing of respective Personal Data and in accordance with the written or email instructions of the Customer. Should any of the Customer’s instructions as regards Personal Data Processing contradict (in Contractor’s opinion) the Data Protection Legislation, the Contractor shall not start to Process the Personal Data and shall promptly notify the Customer;
ii. maintain the confidentiality of all Personal Data and not disclose Personal Data to third parties, unless disclosure follows directly from Customer’s written instructions, or unless as required by law, court order, or request or order from any regulator or supervisory authority, requiring the disclosure of such information (whereas the Contractor must notify the Customer on such request and approve, unless practically impossible, disclosure of Personal Data);
iii. promptly comply with any Customer’s written instructions requiring the Contractor to amend, transfer, delete or otherwise process Customer and/or End User’s Personal data, or to stop, mitigate or remedy any unauthorised processing;
iv. maintain reasonable records of Personal Data Processing and ensure that such records are sufficient to enable the Customer to verify the Contractor’s compliance with its obligations under this Agreement;
v. notify the Customer immediately and not later than 12 hours upon receipt of any complaint or request from any authorities, regulators or other parties as regards Personal Data Processing, cooperate and provide all requested by the Customer support necessary in relation to complaint or request assistance;
vi. notify the Customer as soon as possible and not later than within 24 hours upon receipt of any end users’ or other individuals’ request as regards Personal Data (rights with regard to Personal Data Processing), cooperate and assist the Customer with consideration and compliance with the mentioned request as regards Personal Data;
vii. reasonably assist the Customer, at no additional cost to the Customer, with meeting the Customer’s compliance obligations under the Data Protection Legislation, taking into account the nature of the Customer’s processing and the information available to the Contractor, including in relation to Data Subject rights, data protection impact assessment and reporting to and consulting with the relevant supervisory authority under the Data Protection Legislation.
5. Data Security and Data Breaches
a. The Contractor shall:
i. implement procedural, technical and organizational measures as required under the Data Protection Legislation, including, but not limited to, prevent unauthorised persons’ access to data processing software and hardware, ensuring that Personal data cannot be anyhow accessed without Contractor’s authorization, including via logical access control (using passwords or keys) etc., to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to Personal Data;
ii. notify the Customer immediately and not later than 12 hours and in any event without undue delay upon detection on any incidents which has resulted, or are reasonably likely to result, in a breach by the Contractor of the safeguards relating to Personal Data established under this Clause 5 (Data Security and Data Breaches), including but not limited to any loss, theft, deletion, disclosure or alteration of Personal Data and/or any unauthorised use or access to Personal Data (“Data Breach”);
iii. cooperate on actions related to the Data Breach, provide all requested by the Customer details on the notified incident, including the categories and approximate number of both Personal Data records concerned, the likely consequences etc. and assist in any way with the investigation of the Data Breach;
iv. not inform any third party of any Data Breach, except when required to do so by domestic law or unless disclosure follows directly from Customer’s written instruction, not to determine and not to offer any type of remedy to affected End Users and other individuals.
6. Sub-processors and Individual Processing
a. The Contractor shall not engage any of his/her personnel, employees (if any) into Personal Data Processing and shall not disclose any Personal Data to such personnel, employees.
b. The Contractor shall not engage any sub-processors to Process Personal Data except such engagement is requested by the Customer in writing. In such a case, the Contractor shall maintain control over all the Personal Data it entrusts to the subcontractor and any subcontractor’s contract terminates automatically on termination of this Agreement for any reason.
c. Where any subcontractor fails to fulfil its obligations under the written agreement with the Contractor which contains terms substantially the same as those set out in this Agreement, the Contractor remains fully liable to the Customer for the subcontractor’s performance of its agreement obligations.
7. Transfer of Personal Data outside the European Union/European Economic Area
a. Should the Personal Data be processed and transferred outside the European Union and/or outside the European Economic Area, Customer/Data Controller acting as data exporter and Contractor/Data Processor acting as a data importer, hereby enter into the standard contractual clauses for the transfer of personal data to third countries (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 Regulation (EU) 2016/679 of the European Parliament and of the Council (Text with EEA relevance) - https://fabiosamedia.com/standard-contractual-clauses.
8. Return and Deletion of Data
a. Upon termination of this Agreement, or upon written request (email suffices) from the Customer, the Contractor shall at any time stop any Processing of Personal Data in possession of under control of the Contractor/received from or on behalf of the Customer under this Agreement, and return to the Customer, or permanently destroy any Personal Data possessed by the Contractor. In case there the Contractor has statutory obligation to retain data, he/she must inform the Customer for further mutual consideration of Personal Data deletion.
b. Upon Customer’s written request (email suffices) the Contractor shall certify in writing that he/she has destroyed the Personal Data.
9. Audit
a. The Contractor will permit the Customer and its third party representatives to audit the Contractor’s compliance with this Agreement obligations, on at least 30 days’ notice, during the Term. The Contractor will give the Customer and its third party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:
i. physical access to, remote electronic access to any information held at the Contractor’s premises or on systems storing Personal Data;
ii. access to and meetings with any of the Contractor’s personnel reasonably necessary to provide all explanations and perform the audit effectively; and
iii. inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process or transport Personal Data.
b. The notice requirements in the above Clause 9 will not apply if the Customer reasonably believes that a Personal Data Breach occurred or is occurring, or the Contractor is in breach of any of its obligations under this Data Processing Terms or any Data Protection Legislation.
c. If a Personal Data Breach occurs or is occurring, or the Contractor becomes aware of a breach of any of its obligations under this DPA or any Data Protection Legislation, the Contractor will:
i. promptly conduct its own audit to determine the cause;
ii. produce a written report that includes detailed plans to remedy and deficiencies identified by the audit;
iii. provide the Customer with a copy of the written audit report; and
iv. remedy any deficiencies identified by the audit within 5 days.
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
the natural or legal person(s), public authority/ies, agency/ies or other body/ies(hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A.(hereinafter each “data exporter”), and
the entity/ies in a third country receiving the personal data from the dataexporter, directly or indirectly via another entity also Party to these Clauses, aslisted in Annex I.A. (hereinafter each “data importer”)
have agreed to these standard contractual clauses (hereinafter: “Clauses”).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
Clause 13;
Clause 15.1(c), (d) and (e);
Clause 16(e);
Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
SECTION II - OBLIGATIONS OF THE PARTIES
Clause 7
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
7.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
7.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
7.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
7.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
7.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
7.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
7.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
7.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
7.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 8
Use of subprocessors
(a) The data importer shall not subcontract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least 30 days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 9
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 10
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 11
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 12
Supervision
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 13
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 14
Obligations of the data importer in case of access by public authorities
14.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
14.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV - FINAL PROVISIONS
Clause 15
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
the data importer is in substantial or persistent breach of these Clauses; or
the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 16
Governing law
These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.
Clause 17
Choice of forum and jurisdiction
Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
The Parties agree that those shall be the courts of the republic of Cyprus.
A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
The Parties agree to submit themselves to the jurisdiction of such courts.
ANNEX I
A. LIST OF PARTIES
Data exporter
WILLE TECH LIMITED is a legal entity established under the laws of the Republic of Cyprus, having its registered office at Kinyra 1, KINYRAS TOWER, 3-d floor, 'Agios Andreas, 1102, Nicosia, Cyprus.
The data exporter is a company with the following principal activities: worldwide media product (audiovisual and other content) publishing, monetization and development at Facebook, YouTube, Instagram, Ticktok, other social platforms and on the Internet. The data exporter is contractually bound by these Clauses and may transfer personal data to the data importer in connection with the data importer’s provision of services to the data exporter, as described in more detail in the agreement to which these Clauses are linked to.
The data exporter acts as a data controller.
Data importer
The data importer is an individual that has entered into the Clauses. As part of the delivery of the data importer’s services and solutions, data importer will process personal data in accordance with the terms of these Clauses and the agreement to which these Clauses are linked to.
The data importer acts as a data processor.
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
The personal data transferred pursuant to these Clauses is determined to the data exporter and limited to the personal data strictly necessary for provision of services under the agreement to which these Clauses are linked to and may include the following categories of data subjects:
End Users’ - individuals - Customer’s or its affiliated companies’ consumers;
Directors, contractors, other data exporter’s counterparties.
Categories of personal data transferred
The personal data transferred pursuant to these Clauses is determined to the data exporter and limited to the personal data strictly necessary for provision of services under the agreement to which these Clauses are linked to and may include the following categories of data:
As regards End Users’ data: contact information (emails, locale, time zone locations), gender, date of birth, apps or web usage data (IP addresses, cookies data, app/web events/interaction data), device information (OS version, device model, advertising identifier etc.) - as/if applicable,
As regards directors, contractors, other data exporter’s counterparties - data available in data exporter’s, its affiliated companies’ registration records, data available in Customer’s contractors business registration records and identification documents, and/or data available in Customer’s accounting systems - as/if applicable.
Special categories of data (if appropriate)
Not applicable unless expressly agreed upon by the data exporter and the data importer
The frequency of the transfer
The data may be transferred on a continuous basis - as necessary for provision of services under the agreement to which these Clauses are linked to.\
Purpose(s) of the data transfer and further processing
The personal data transfer shall be necessary for the possibility of provision of services under the agreement to which these Clauses are linked to by the data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
The personal data will be retained during the provision of services under the agreement to which these Clauses are linked to by the data importer.
C. COMPETENT SUPERVISORY AUTHORITY
Competent supervisory authority is Data Protection Commissioner, 1 Iasonos Street, 1082 Nicosia, Cyprus, tel: +357 22818456, fax: +357 22304565, email: [email protected].
ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational security measures implemented by the data importer:
Data importer will implement and maintain procedural, technical and organizational safeguards for the protection of the security, confidentiality and integrity of the data exporter’s data including but not limited to those set forth in the agreement between the data importer and the data exporter to which these Clauses are linked to, such as preventing unauthorised persons’ access to data processing software and hardware, ensuring that Personal data cannot be anyhow accessed without Contractor’s authorization, including via logical access control (using passwords or keys) etc., as well as measures for ensuring data minimization, мeasures for ensuring physical security of locations at which personal data are processed, measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services..
ANNEX III - LIST OF SUB-PROCESSORS
The Contractor shall not engage any sub-processors to Process Personal Data.
DATA PROTECTION POLICY
This Data Protection Policy (hereinafter referred to as the “Policy”) contains provisions applicable to this website www.fabiosamedia.com (hereinafter referred to as the “Website”) of the Fabiosa Media (hereinafter referred to as the "Fabiosa Media" or "We").
Personal data subjects are visitors of the Website and/or persons who use the functionality of this website (hereinafter referred to as "User/Users" or "You").
«Fabiosa Media» and the «User» are hereinafter referred to together as the «Parties» and separately as the «Party».
This Policy explains how We use and protect any personal data We collect about the Website`s Users.
We comply with the principles established by the General Data Protection Regulation (Regulation (EU) 2016/679), namely, personal data:
is processed legally, honestly and transparently by Us;
is collected for certain, explicit and legitimate purposes and is not processed further in a way that is incompatible with these purposes ("purposes limitation");
is adequate, appropriate and limited to what is necessary for the purposes for which it is processed ("data minimization");
is accurate and, if necessary, updated; every reasonable step is taken to ensure that personal data which was inaccurate, considering the purposes for which it has been processed, was erased or corrected without delay ("accuracy");
is stored in a form that allows identification of Users no longer than it is necessary for the purposes for which personal data is processed ("limitation of storage");
is processed in a way that provides proper protection of personal data, including protection from unauthorized or illegal processing, as well as from accidental loss, destruction or damage using appropriate technical and/or organizational measures ("integrity and confidentiality").
Personal data which is collected and processed by Fabiosa Media in respect of the Users applying for the job via the “Jobs” Website section:
name;
surname;
e-mail address;
telephone number;
Curriculum Vitae (CV), including all the information contained in it;
portfolio (for specific vacancies),
as well as Users’ preferences in relation to other available vacancies.
All data which is provided by You must be correct and valid. You are solely responsible for the accuracy, completeness and correctness of the data which You provide.
How We will use Your personal data. We use Your personal data to single out Your identity through the job application process when You are applying for the job via the Website, to assess Your qualification in relation to the job applied for and to communicate with you throughout the job application process.
We use Your personal data for such main purposes: to provide You with the prospective employment; to maintain Your account and records; to communicate with You in the frame of the job application process; to provide answers to Your questions and comments; to monitor the dynamics and levels of use of the Website and the quality of our services; to determine the interest in our Website and services; to improve the Website quality; to determine Your experience on the website; to receive information from You; for the resolution of disputes; to eliminate problems and errors on the Website; to prevent potentially prohibited or illegal activities; to ensure compliance with this Data Protection Policy placed on the Website.
Disclosure of Your personal data. Your personal data may be disclosed/transferred by the Company to any of Our affiliated companies for the purposes described in this Policy above. We guarantee that such companies are aware of the correctness of personal data processing according to the General Data Protection Regulation (Regulation (EU) 2016/679) and are fully compliant with the provisions of this regulatory enactment.
We and the above mentioned companies may from time to time involve third parties for the processing of Your personal data for the purposes indicated above, provided that such processing will be governed by contractual arrangements in the form envisioned by law. Your personal data may also be disclosed to the appropriate governmental, regulatory or executive body in case it is demanded or permitted by law.
Rights and obligations of the Parties
User's Rights:
to ask Fabiosa Media for correction or erasure of the User`s personal data or to provide Fabiosa Media with an objection for such a processing;
to provide the User `s incomplete personal data to Fabiosa Media (subject to the provision of an additional statement explaining the reasons);
to set the data processing restriction if one of the following conditions is met:
the accuracy of personal data is being disputed by You during a period that allows Fabiosa Media to verify the accuracy of Your personal data;
processing is unlawful and You oppose the erasure of the personal data and request the restriction of its use instead;
Fabiosa Media no longer needs Your personal data for processing purposes, but it is required by You for the establishment, exercise or defence of legal claims;
You objected to the processing of Your personal data pursuant to Your right to object pending the verification whether the Fabiosa Media legitimate grounds override Your;
to request and receive personal data about You (that was provided by You to Fabiosa Media) in a structured, commonly used and machine-readable format (by forming the corresponding request);
to be informed about whether Fabiosa Media stores information about You;
to request from Fabiosa Media the exact purpose(s) of Your personal data processing and information about categories of your personal data that are being processed by Fabiosa Media;
to request access to Your personal data which Fabiosa Media stores;
to request the estimated period during which Your personal data will be stored by Fabiosa Media, and if it is not possible to determine, the criteria according to which the period of such data storage will determined;
to file the objection with the respective authority, if You believe that Fabiosa Media has violated the applicable data protection legislation in relation to You.
User's Obligations:
to provide accurate and true personal data in full volume, in accordance with the Data Protection Policy placed on the Website;
to promptly provide Fabiosa Media with updated personal data by sending a corresponding message via the “Contacts” section of the Website https://fabiosamedia.com/contacts, if any of Your personal data was changed;
to notify Fabiosa Media about any disagreements with any of the purposes of data processing, or if You wish Fabiosa Media to terminate Your personal data processing, by sending a corresponding message via the “Contacts” section of the Website https://fabiosamedia.com/contacts.
The User is fully aware that a notice of disagreement with any of the purposes of personal data processing and/or of the intention to stop User’s personal data processing by Fabiosa Media shall be the legal ground for the termination of any relationships between the Parties.
You are solely responsible for the veracity, accuracy and timeliness of Your personal data provided to Fabiosa Media.
Fabiosa Media’s Rights:
to terminate any and all contractual relationships with You in case of non-provision of Your consent to Fabiosa Media for processing of Your personal data for the purposes specified in this Policy;
to amend this Policy unilaterally without receiving any prior approval for such amendments from You.
Fabiosa Media`s Obligations:
to provide You with Your personal data (being stored by Fabiosa Media) in a structured, commonly used and machine-readable format, if a relevant request has been filed by You, as set out in section “Access to, correction, erasure and deletion of data”;
to notify the supervisory authority about a User`s personal data breach not later than 72 (seventy two) hours after becoming aware of such a fact. Where the notification to the supervisory authority is not made within 72 (seventy two) hours, it shall be accompanied by reasons for the delay;
to notify the User immediately about the fact of his/her personal data breach, if such a breach is likely to result in a high risk to the User’s rights and freedoms.
The Parties also have all the rights and obligations bestowed upon them by the General Data Protection Regulation (Regulation (EU) 2016/679).
The time period for storing
Your personal data storage by Fabiosa Media extends for the entire period of the relationship between the Parties duration, as well as for the next 3 (three) years after the Parties` relationship termination (to resolve possible disputable issues).
Legal protection
The Сompany must comply with the General Data Protection Regulation (Regulation (EU) 2016/679) and Electronic Communications Privacy Directive (Directive 2002/58 / EC) as amended by Directive 2009/136 / EC.
Access to, correction, erasure and deletion of data
If You wish to view any personal data that we store about You or if You want to make any changes to Your personal data or delete it, or if You wish to receive information on how Your personal data is being used by Fabiosa Media, how we ensure the confidentiality of Your personal data, You can submit a request to Us.
Such a request must contain Your name, surname, e-mail address and description of the information which You wish to receive, correct or delete. Such a request can be submitted by You by sending a corresponding message via the “Contacts” section of the Website https://fabiosamedia.com/contacts.
In order to maintain confidentiality when submitting the request, You also need to enclose confirmation of Your identity, which can be, for instance, a copy of Your passport or an alternative document confirming you identity, to the request.
We reserve the right to charge reasonable fees for duplicate requests, requests for additional copies of the same data and/or requests which are considered obviously unreasonable or excessive. We can also refuse to provide answers on requests which we consider to be obviously unreasonable or excessive.
Cookies, tags and other identifiers (“Cookies”)
Cookies are text files placed on Your computer or mobile device to collect standard internet log information and User`s behavior information. Fabiosa Media uses the information collected by cookies in order to analyze the Website traffic, customize the Website for the Users, remember Users’ preferences, serve content tailored to their needs or interests and to assess how the Website is being used.
These cookies are not required for the Website functionality. You are not required to accept cookies in order to be able to use the Website. You can accept or decline cookies through your browser settings. To learn more, please take a look at the cookies settings available in your web browser. At the same time, it should be noted that by choosing to block cookies you may prevent some of the Website’s features from functioning.