Last updated: March 28, 2023
1. APPLICATION OF TERMS
1.1 These Terms apply to your use of the Website and to any download, order for, or purchase of, Products you make via the Website. By accessing and using the Website, or downloading, ordering or purchasing Products via the Website:
a. you agree to these Terms; and
b. where your access and use is on behalf of, or you download, order or purchase Products on behalf of, another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms
1.2 If you do not agree to these Terms, you are not authorised to access and use the Website, or to download, order, purchase (or attempt to download, order or purchase) Products from us via the Website, and you must immediately stop doing so.
1.3 If the processing of Data is governed by the GDPR, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms.
2.1 We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website, or downloading, ordering or purchasing Products from us via the Website, you agree to be bound by the changed Terms.
2.2 We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.
2.3 These Terms were last updated on 4 August 2021.
In these Terms:
Account Login means a unique name and/or password allocated to you to allow you to access certain parts of the Website
Brands means the riders&elephants brands and/or logos, (including Designed by riders&elephants, The Emotional Culture Deck, The Customer Experience Deck, The Wellbeing Deck that Elephant Riders can use for workshops), and any other brands and/or logos as we may update from time to time
Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Website
Documentation means the user documentation for the Product available on the Website or otherwise provided by us
Elephant Riders means our licenced partners, practitioners, or certified consultants who have completed the certifications, as set out on the Website and amended by us (from time to time).
GDPR means the General Data Protection Regulation of the European Union
including and similar words do not imply any limit
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws
Product means any product and service advertised, purchased or downloaded through the Website (including PDF resources, the courses and masterclasses)
Sales Tax and Duties means goods and services tax, value added tax, sales tax, import duty, import charges, or equivalent tax or charge payable under any applicable law
Third Party Charges means any fees charged by third parties in relation to your transaction, including any taxes, duties or other liabilities imposed by any governmental agency (including any customs duty), credit card transaction fees and foreign currency conversion fees
Underlying System means any network, system, software, data or material that underlies or is connected to the Website
We, us or our means Riders&Elephants Limited (6248771)
Website means www.ridersandelephants.com
You means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
4 YOUR OBLIGATIONS
4.1 You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
4.2 If you are given an Account Login, you must keep your Account Login secure and:
a. not permit any other person to use your Account Login, including not disclosing or providing it to any other person; and
b. immediately notify us if you become aware of any disclosure or unauthorised use of your Account Login, by sending an email to [email protected].
4.3 You must:
a. not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and.
b. unless with our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
4.4 You may create hyperlinks to our website from your own website or social media. However, we reserve the right to require you to remove that hyperlink by providing written notice to you.
4.5 You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Website by using your Account Login.
5 ORDERS AND DOWNLOADS
5.1 If you download a Product via the Website, you agree to use the Product for personal, internal (if an organisation) or workshop purposes only. You must:
a. provide an attribution to us for the content and process of the Product (i.e. this product and the process is designed by riders&elephants), when you share or distribute the Product in accordance with this clause 1; and
b. not sell the Product, or use or commercialise the Product in any way to derive commercial gain or to run masterclasses (including digitalising any Product or running ECD Masterclass Courses, ECD Masterclass Workshops or ECD Emotional Leadership Workshops).
5.2 We may publish and display your name, trade marks, logos and designs on our Website to promote the Product (including informing our Website users that you have downloaded the Product and posting a statement about your experience using the Product).
5.3 When you purchase or place an order for Products via the Website:
a. you confirm that:
i. you are aged 18 years or over;
ii you are legally entitled to purchase those Products; and
iii you are bound by these Terms in relation to that order, subject to our acceptance of that order;
b. you are making an offer to buy the Products, and we are not bound by that order until we have accepted it;
c. our acceptance of your order occurs when we issue you a confirmation email of receipt of your order; and
d. you may not cancel or alter any order that we have accepted, in whole or in part, without our prior written consent.
5.4 We reserve the right to accept or reject your order in whole or in part, or to cancel any order that we have accepted in whole or in part at any time prior to shipment of the Products, for any reason including, without limitation, the unavailability of any Products, an error in the price or the description of Products on the Website, an error in your order, or us not receiving payment in full. Where we cancel an order in whole or in part after we have accepted it, we will notify you of the cancellation by email and will refund your payment in accordance with clause 7.3 but will have no other obligations to you in respect of the order (or the cancelled part of the order, as applicable).
6 ECD DIGITAL TOOLS LICENSE
6.2 All materials, including but not limited to the ECD Digital Tools, ECD Miro Board Template, and any content, text, images, audio, video, and other materials provided within the Services (collectively, the "Materials") are protected by copyright laws and are owned by us or our licensors. You acknowledge and agree that you have no ownership or other property interest in the Materials and that all rights to the Materials are reserved by us and our licensors.
6.4 Emotional Culture Club Members and ECD Certified Consultants agree not to engage in any of the following activities:
i. Copy, reproduce, modify, create derivative works from, distribute, sell, or share the Materials in any medium or form, whether electronic or physical.
ii. Sell, rent, lease, sublicense, or otherwise transfer the ECD Digital Tools, Miro Board Template, or any derivative thereof in any form or medium.
iii. Use the Services for any unlawful purpose or in any manner that violates applicable law.
iv. Reverse engineer, decompile, or disassemble the Services or attempt to discover the source code or underlying ideas or algorithms of the Services.
v. Remove or alter any copyright, trademark, or other proprietary notices from the Services.
6.5 ECD Digital Workshop Tools are offered through the third-party platform Miro. You must agree to be bound by the terms of Miro as part of accessing the ECD Digital Tools. Miro's terms can be found here: https://miro.com/. In addition to those terms, you:
i. Cannot share the boards with others beyond what is necessary to use with your employees or team.
ii. Must not distribute, share, transmit, display, reproduce, or publish the Services (in any form or medium).
iii. To the extent you modify or create derivative works from the ECD Digital Miro Board, you grant us rights to access, use, copy, modify, and share any modifications or derivative works that you have created for any purpose.
6.6 You agree that we own (or have obtained the rights to use) all rights (including all intellectual property rights) associated with the ECD Digital Tools.
6.8 If you provide any feedback, ideas, suggestions, or recommendations to us in relation to or in connection with The ECD Digital Services (together, Feedback), we are free to use and incorporate such Feedback without payment of royalties or other considerations to you.
6.9 These Terms shall be governed by and construed in accordance with the laws of the country you preside. You must cooperate with us (in good faith) if any disputes arise between you and us in respect of the ECD Digital Tools.
7.1 Any time stated for delivery is an estimate only. We are not liable to you or any other person for any failure to meet a stated time for delivery and any such failure does not affect your obligation to pay for the Products.
7.2 If you request us to deliver the Products to another person, or if a person other than you takes possession of the Products at your requested delivery address, that person takes possession of the Products as your agent and you remain fully liable to us under these Terms despite delivery to that other person.
7.3 Risk in the Products passes to you when we deliver the Products to your designated delivery address in accordance with these Terms (whether or not you take delivery). If the Products are lost or damaged in transit, please contact us at [email protected]. We will use this delivery information to make a claim against our courier company. We will offer you the choice of a replacement or a refund, once we have received confirmation from our courier company that delivery was not successful.
7.4 Subject to our receipt in full of your payment for the Products, title in the Products passes to you on delivery.
8 PRICES AND PAYMENT
8.1 On placing an order for Products via the Website, you must pay:
a. the price, shipping and handling charges for those Products stated on the Website;
b. Sales Tax and Duties on any taxable supplies; and
b. any applicable Third Party Charges.
8.2 We accept payment via credit card.
8.3 We will refund to you an amount that you have paid to us, other than any Third Party Charges, only:
a. where we have received payment from you in relation to an order (or part of an order) that we do not accept or that we cancel;
b. where our money-back guarantee applies (as set out at https://www.ridersandelephants.com/Money-Back-Guarantee); or
c. as required by law.
We will remit any amounts payable by us to you by crediting the credit card or account from which your payment was made.
8.4 We may recover from you all Loss incurred by us as a result of your failure:
a. to take delivery when the Goods are made available to you, including any storage costs; or
b. to pay any amount payable by you under these Terms, including any costs of debt recovery.
9 INTELLECTUAL PROPERTY
9.1 We (and our licensors) own all proprietary and intellectual property rights in the Products, the Documentation, the Website (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems (including any enhancement, modification or derivative work of these items).
9.2 You must not, without our prior written consent, copy, modify, alter, reproduce, adapt, translate, digitise, reverse-engineer or make derivative works from the whole or any part of:
a. the Products, their underlying designs or the Documentation; or
b. the Website or the Underlying Systems.
9.3 Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
10 ELEPHANT RIDERS
10.1 To become an Elephant Rider, you must complete:
a. the Emotional Culture Deck Masterclass (either online or in person); and
b. any practitioner and certification requirements to become a licenced partner, practitioner or a certified consultant, as set out on the Website (and as updated from time to time), and pay the associated price (if any) in accordance with clause 7.
10.2 If you are an Elephant Rider, you agree:
a. to comply with these Terms;
b. to enhance and maintain the reputation of Riders&Elephants and the Products, and represent the Products in a favourable manner at every reasonable opportunity;
c. to comply with any requirements that apply to Elephant Riders, set out on our Website;
d. to not, without our prior written consent, copy, modify, alter, reproduce, adapt, translate, digitise, reverse-engineer or make derivative works from the whole or any part of the Products, their underlying designs or the Documentation; and
e. all ideas, comments or suggestions relating to the Products or the Documentation provided by an Elephant Rider (together feedback) is solely owned by us, and we may use or disclose any feedback to enhance or modify the Products and Documentation.
10.3 We grant Elephant Riders a licence to use the Products (whether downloaded or purchased via our Website) and Brands for the sole purpose of delivering workshops in accordance with these Terms. To avoid doubt, Elephant Riders may receive payment for the delivery of such workshops and must not use the term 'masterclass' or 'emotional leadership workshop' in relation to any use of the Products.
10.4 While you are an Elephant Rider, you:
a. must not promote or otherwise hold yourself out as holding an Elephant Rider level unless we have certified such Elephant Rider level; and
b. may participate and attend any continuing professional development required to maintain your current level of Elephant Rider certification (but if you do not, you may lose your Elephant Rider certification)
10.5 No relationship (e.g. employment, joint venture, agency, trust or partnership) exists under these Terms between us and Elephant Riders. These Terms do not transfer or licence any of our intellectual property to Elephant Riders except as expressly set out in these Terms.
10.6 Without prejudice to any other right or remedy available to us, if we consider that an Elephant Rider has breached these Terms or we otherwise consider it appropriate, we may immediately, by notice to the relevant Elephant Rider, suspend or terminate your Elephant Rider certification and your account on our Website. On suspension or termination, your rights as Elephant Rider under this clause 9 will cease.
11.1 You acknowledge that:
a. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and.
b. to the extent that this is necessary, we may authorise a member or members of our personnel to access the Data for this purpose.
11.2 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information via our Website, we are acting as your agent for the purposes of the New Zealand Privacy Act 2020 and any other applicable privacy law and as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms.
11.3 You must obtain all necessary consents and approvals from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum..
11.4 If we become aware of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal information that is part of the Data (Breach Incident), we will:
a. make reasonable efforts to identify the cause of the Breach Incident;
b. comply with all applicable privacy and data protection laws requiring notification of the Breach Incident;
c. cooperate with you in good faith and provide any assistance reasonably necessary for you to comply with your obligations under applicable privacy and data protection laws with respect to the Breach Incident, including any obligations you have under applicable privacy and data protection laws to report, notify or investigate the Breach Incident; and
d. take the steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.
12.1 To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:
a. any Product being unavailable;
b. the Website being unavailable (in whole or in part) or performing slowly;
d. any error in, or omission from, any information made available through the Website;
e. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website. To avoid doubt, you are responsible for ensuring the process by which you access and use the Website, or download, order, purchase Products via our Website, protects you from this;
f. any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
12.2 We make no representation or warranty that the Products, your purchase of the Products, any use of the Products or the Website are legal or appropriate in all countries, that the Website available for use in all countries or that the content of the Website (including, without limitation, the instructional materials on the Website) satisfies the laws of all countries. You are responsible for ensuring that your purchase, importation and use of the Products and your access to and use of the Website is not illegal or prohibited, and for your own compliance with applicable local laws.
13.1 To the maximum extent permitted by law:
a. you download, purchase and use the Products, and access and use the Website at your own risk; and
b. we are not liable or responsible to you or any other person for any Loss under or in connection with the Products, these Terms, the Website, or your access and use of (or inability to access or use) the Website. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
13.2 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited:
a. our liability for claims relating to the Products is limited to the purchase price paid by you for the Products (except where you have downloaded the Products via our Website, our liability will be NZD50); and
b. our liability for all other claims is limited to NZD100.
13.3 To the maximum extent permitted by law and only to the extent clauses 1 and 12.2 of these Terms do not apply or do not limit or explore any liability:
a. our total liability to you in connection with claims relating to the Products must not exceed the purchase price paid by you for the Products (except where you have downloaded the Products via our Website, our liability will be NZD50);
b. our total liability to you under or in connection with these Terms, or in connection with the Website, or your access and use of (or inability to access or use) the Website, must not exceed NZD100; and
c. we are not liable to you for any:
i loss of profit, revenue, savings, business and/or goodwill; or
ii consequential, indirect, incidental or special damage or loss of any kind.
14 SUSPENSION AND TERMINATION
14.1 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Website (or any part of it).
14.2 On suspension or termination, you must immediately cease using the Website and must not attempt to gain further access.
15.1 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.
15.2 These Terms, and any dispute relating to these Terms, the Products, or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms, the Products or the Website.
15.3 Vienna Convention: The United Nations Convention on Contracts for the International Sale of Goods 1980 does not apply to these Terms.
15.4 A reference to you or us includes a reference to that party's executors, administrators, successors and permitted assigns.
15.5 For us to waive a right under these Terms, the waiver must be in writing.
15.6 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5, 8, 10, 11, 12, 14.1, continue in force.
14.7 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
15.8 These Terms set out everything agreed by the parties relating to your use of the Website and the supply of the Products and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Products or the Website that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.
Data processing addendum
1. APPLICATION OF THIS ADDENDUM
1.2 We are located in New Zealand, which the European Commission has determined provides adequate protection for the purposes of Article 45 of the GDPR and which has also been deemed to provide adequate protection for the purposes of the equivalent laws of the United Kingdom.
1.3 Except as varied in this Addendum all terms and conditions set out in the Terms continue to apply.
2.1 Unless the context requires otherwise:
a. capitalised terms used, but not defined, in this Addendum will have the meanings given to them in the Applicable Data Protection Laws (or, if not defined in the Applicable Data Protection Laws, the Terms);
b. the rules of interpretation set out in the Terms apply to this Addendum; and
c. references to clauses are references to the clauses in this Addendum.
2.2 In this Addendum:
Applicable Data Protection Laws means any applicable data protection or privacy laws of any country, including, if applicable, EU/UK Data Protection Laws and the New Zealand Privacy Act 2020.
Data Subject has the meaning given in EU/UK Data Protection Laws and includes an individual as defined in the New Zealand Privacy Act and any other identified or identifiable natural person to whom any information relates.
EU/UK Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, its member states and the United Kingdom, that apply to the Processing of Data under the Terms, including (where applicable) the GDPR and the equivalent laws of the United Kingdom.
GDPR means the European Union General Data Protection Regulation 2016/679.
Instruction means the instructions set out in clause 3.4 or agreed under clause 3.5.
Personal Data means all Data which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws).
Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. Process has a consistent meaning.
Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Terms.
2.3 If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:
a. this Addendum; and
b. the remainder of the Terms.
3 PROCESSING OF PERSONAL DATA
3.1 With respect to the Processing of Personal Data under the Terms:
a. for the purposes of EU/UK Data Protection Laws:
i you act as the Data Controller; and
ii we act as the Data Processor;
b. we are acting as your agent for the purposes of the New Zealand Privacy Act; and
c. subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.
3.2 We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including, if applicable, all EU/UK Data Protection Laws that apply to Data Processors.
3.3 You must, when using the Website, or downloading, ordering or purchasing Products via our Website, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including, if applicable, all EU/UK Data Protection Laws that apply to Data Controllers.
3.4 You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:
a. as reasonably necessary to carry out our rights and perform our obligations under the Terms;
b. as initiated through the use of the Website by you, your Personnel and other end users you allow to use the Website;
c. if you, your Personnel or other users authorised by you download, order or purchase Products via our Website;
d. to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Terms and this Addendum.
3.5 This Addendum and the remainder of the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any additional or alternate instructions must be agreed between us and you separately in writing.
3.6 We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.
3.7 As required by Article 28(3) of the GDPR, if applicable, and, if applicable, equivalent requirements of other Applicable Data Protection Laws, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of Applicable Data Protection Laws (including, if applicable, the GDPR).
3.8 The duration of Processing is limited to the duration of the Terms. Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum.
3.9 You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws. It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum
3.10 If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.
4 DATA SUBJECT REQUESTS
4.1 To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).
4.2 Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.
4.3 To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs arising from this assistance.
4.4 We will not respond to a Data Subject Request except on your written request or if required by applicable law.
5. OUR PERSONNEL
5.1 We will:
a. take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;
b. ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms;
c. ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and
d. ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.
5.2 We have appointed a data protection officer who can be contacted at [email protected].
6.1 You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Website and the supply of the Products.
6.2 We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR and/or equivalent requirements of other Applicable Data Protection Laws, as applicable to the nature of the services provided by that Sub-Processor.
6.3 You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).
6.4 A list of current Sub-Processors for the provision of the Website and supply of the Products as at 04 August, 2021 is set out in Schedule 2. We may update the list of Sub-Processors from time to time and, subject to clause 5, we will give at least 30 days’ written notice of any new Sub-Processor (Change Notice).
6.5 We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Website and supply of Products. Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control. In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable.
6.6 You may object to any new Sub-Processor on reasonable grounds by notifying us within 10 days of receipt of a Change Notice. Your notice of objection to any new Sub-Processor must explain the reasonable grounds for your objection. The parties must discuss your concerns about the new Sub-Processor in good faith with a view to resolve the objection to the use of the new Sub-Processor in a commercially reasonable manner. If it is not possible to resolve the objection, and we do not revoke the Change Notice before the date the Change Notice takes effect, you may, despite anything to the contrary in the Terms, terminate the Terms and your right to access and use the Website or supply of Products under the Terms that cannot be provided to you without that new Sub-Processor. If you do not terminate the Terms and your right to access and use the Website or supply of Products in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.
6.6 We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.
We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data, in accordance with our security requirements on our website.
8 SECURITY BREACH MANAGEMENT
8.1 We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).
8.2 We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, cooperate with you in good faith and provide any assistance reasonably necessary for you to comply with your obligations under Applicable Data Protection Laws with respect to a Breach Incident, including any obligations you have under Applicable Data Protection Laws to report, notify or investigate a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.
9 AUDIT AND COMPLIANCE
Upon your written request, we will, at your cost, submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR).
10 DATA PROTECTION IMPACT ASSESSMENT
Upon your written request, we will, at your cost, provide you with reasonable assistance needed to fulfil your obligations under Applicable Data Protection Laws to carry out a data protection impact assessment relating to your use and access of the Website, to the extent you do not otherwise have access to the relevant information.
11 RETURN AND DELETION OF PERSONAL DATA
11.1 Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.
11.2 Subject to clause 3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:
a. return a complete copy of all Personal Data by secure file transfer in a common format; and
b. delete all other copies of Personal Data Processed by us or any Sub-Processor.
11.3 We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose.
11.4 If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:
a. come as close as possible to a complete and permanent deletion of the Personal Data;
b. fully and effectively anonymise the remaining data; and
c. make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.
12 CHANGES IN DATA PROTECTION LAWS
12.1 We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum, which we consider (acting reasonably) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Laws, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law
12.2 If you object to any variation under clause 12.1 on reasonable grounds, you may, despite anything to the contrary in the Terms, terminate the Terms and your right to access and use the Website or supply of Products without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate the Terms and your right to access and use the Website or supply of Products in accordance with this clause, you are deemed to have agreed to the variation.
LIMITATION OF LIABILITY
The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together.
If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.
DETAILS OF PROCESSING
Nature and Purpose of Processing
We will Process Personal Data as necessary to provide access and use of the Website and supply of Products in accordance with the Terms, and as further instructed by you and your Personnel and other end users you allow to use the Website or download, order or purchase Products through the use of the Website.
Duration of Processing
Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing.
Categories of Data Subjects
You may submit Personal Data on our Website, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:
- website vistors
- customers who purchase or download Products
- Elephant Riders
Type of Data
You may submit Personal Data on our Website, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:
- contact information
- payment details
- email address
- address and location
- phone number
LIST OF SUB-PROCESSORS AS AT 23 March 2023
e-commerce platform and online store
Website, marketing and business platform