Terms & Conditions
A - These Charity terms (the “Terms”) are between the Charity ("Charity") and Giving Matters Limited trading as Lucky Ticket, registered in England and Wales (12599012) at 85 Great Portland Street, First Floor, London, W1W 7LT ("Lucky Ticket", "we", "us").
B - These Terms become effective when:
- you have inserted your details (as a person authorised on behalf of the Charity) to create your individual Terms with us (you will access these when you sign up to create an account to advertise your Prize Draw on the Website);
- you click to agree to those Terms.
We would recommend that you keep a copy of these named and dated Terms for your records.
C - Lucky Ticket is providing a website platform on which the Charity can offer Prizes for fundraising purposes and via which members of the public can enter the Prize Draw in order to win the Prize either through purchasing a Ticket or through a free postal entry route as further described in the Terms below.
1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms the following expressions have the following meanings:
“Advertising Materials” means photographs, imagery or other information provided by the Charity for listing on the Website as part of the Prize Draw Specification.
“Alternate Prize” means an alternate prize to be provided by the Charity to the Winner in the event the Charity serves an Alternative Prize Notification (as defined under clause 4 of these Terms) as they are unable to provide the Prize. Any alternate prize will be of equal monetary value and significance to the original Prize.
“Announcement” means the announcement of the Winner as specified in clause 4.
“Business Day” means any day except for a Saturday, Sunday or public holiday.
“Charity Commission” means the Charity Commission of England and Wales.
“Charity of Origin” means the original Charity that introduced the Entrant to the Website.
“Commission” means 5% of the total monetary value of each Ticket sold via the Website, which is owed to Lucky Ticket unless Lucky Ticket notifies the Charity of a commission amount that is less than 5% of the total monetary value of each Ticket.
“Community Pledge Fund” means 5% of the total monetary value of each Ticket sold via the Website which shall be transferred to the Charity of Origin via the Payment Platform.
“Confidential Information” means any confidential information which is disclosed by either party to the other pursuant to, or in connection with these Terms, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).
"Data Protection Legislation" means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679), the Data Protection Act 2018 and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
“Entrant” means a resident in the United Kingdom (excluding Northern Ireland) over the age of 18 who is an eligible entrant to a Prize Draw.
“Intellectual Property” means any patent, copyright, registered design, unregistered design right, trade mark, trade name, domain name or other intellectual property rights together with any current applications for the registration of any of the foregoing.
“Losses” mean losses, liabilities, damages, compensation, penalties, costs, disbursements and expenses arising directly or indirectly from any claim, demand, action or proceedings.
“Lucky Ticket Services” means the services provided by Lucky Ticket as set out in these Terms.
“Monetary Equivalent” means the monetary equivalent of the Prize to be provided by the Charity to the Winner in the event they serve an Alternative Prize Notification (as defined under clause 4 of these Terms).
“Payment Platform” means, at the date of these Terms, a payment platform run by the payment provider Stripe through which the Charity will receive from the Entrant the payment for the Ticket (and if applicable the Community Pledge) and Lucky Ticket will receive the Commission, in accordance with clause 6.
“Postal Entry” means the free postal entry, which is made by an Entrant sending a completed entry form, which can be found on the relevant Prize Draw page.
“Prize” means the prize that is available to win by an Entrant to a Prize Draw to be provided and delivered by the Charity.
“Prize Draw” means the prize draw advertised by Lucky Ticket on the Website and set up by the Charity in order to raise money for the Charity.
“Prize Draw Specification” is the minimum information required by Lucky Ticket to be provided by the Charity to upload to the Website in respect of a Prize Draw as set out in Schedule 1 or as otherwise notified by Lucky Ticket to the Charity in writing (email permitted) at its discretion from time to time.
“Ticket(s)” means the tickets sold on the Website that Entrants may purchase to enter a Prize Draw online.
“Website” means the website at domain luckyticket.org.uk which is owned and operated by Lucky Ticket.
“Winner” means the Entrant who wins the relevant Prize as selected by an automated randomised computer process.
1.2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and not limit the sense of the words before them.
2. LISTING and describing PRIZE DRAWS
2.1. The Charity acknowledges that in order to advertise a Prize Draw on the Website it must (unless otherwise agreed with Lucky Ticket) complete the account set up process as follows:
2.1.1. create an account on the Website;
- 2.1.2. set up an account with the Payment Platform and accept the connection to the Lucky Ticket Stripe Connect account;
2.1.3. complete the following two step account validation process:
- Charity Commission validation – through the Charity Commission API using the Charity’s email address on record at the Charity Commission; and
- Bank details validation - providing the necessary email address and bank account details to ensure Community Pledge payments can be made directly to the Charity (as applicable);
2.1.4. complete the Prize Draw Specification as set out on the Prize Draw set up pages of the Website and as amended by Lucky Ticket acting at its discretion from time to time; and
2.1.5. respond to any reasonable follow up requests by Lucky Ticket as set out further in these Terms.
2.2. Upon creating an account, the Charity must ensure that all information the Charity provides to Lucky Ticket is accurate and kept up to date.
2.3. The Charity acknowledges that it must keep all account details safe. Any piece of information as part of the Lucky Ticket security procedures including any usernames and passwords must be treated as confidential. Lucky Ticket will have the right to disable any charity user identification codes or passwords at any time.
2.4. In the event the Charity is aware or reasonably believes that anyone other than those permitted by the Charity is aware of any applicable user identification codes or passwords, the Charity must promptly notify Lucky Ticket in writing (email permitted).
2.5. Lucky Ticket is under no obligation to list the Prize Draws set out in any Prize Draw Specification submitted by the Charity. Where a Prize Draw is rejected following submission by the Charity to Lucky Ticket, the Charity may re-submit an amended Prize Draw Specification no more than two (2) times.
2.6. The Charity represents to Lucky Ticket that upon submitting a completed Prize Draw Specification:
- 2.6.1. it owns and / or it is fully authorised to offer the Prizes it submits to Lucky Ticket to advertise on the Website as part of a Prize Draw;
- 2.6.2. the advertising and promotion of the Prize Draws and applicable Prizes (including any Advertising Materials (as defined below)) will not infringe any laws or rights of third parties, including any Intellectual Property rights; and
- 2.6.3. the Prizes will be as described and will comply with all applicable legal, statutory and regulatory requirements.
2.7. For the avoidance of doubt, a Charity will be unable to amend the terms of a Prize Draw during the period in which it is active on the Website and Entrants can buy Tickets.
3. PRIZE DRAW DESCRIPTIONS
3.1. Where the Charity is to provide Advertising Materials the Charity shall promptly, upon Lucky Ticket’s request, submit the Advertising Materials to Lucky Ticket, which Lucky Ticket shall review and (at its discretion) approve and apply to the relevant Prize Draw. Lucky Ticket reserves the right to require that any Advertising Materials are amended/re-submitted and/or provided in a different file format, resolution or under different lighting and background conditions before approving.
3.2. Where the Charity wishes to alter Advertising Materials displayed on the Website the Charity may make a request to Lucky Ticket in writing.
3.3. The Charity acknowledges that it will not submit any content that contains offensive, obscene or otherwise unlawful references and/or content, or other material that Lucky Ticket may consider could bring Lucky Ticket or the Website into disrepute.
4. THE PRIZE DRAWS
4.1. The Charity acknowledges that:
- 4.1.1. all Entrants will have the ability to enter into a Prize Draw either online or by Postal Vote and that all Postal Votes will be directed to Lucky Ticket to ensure each entry has an equal chance of winning a Prize Draw;
- 4.1.2. all Entrants may purchase up to ten (10) tickets per transaction to enter into a Prize Draw via the Website and may also have one (1) additional entry (total) via the Postal Entry in respect of that Prize Draw;
- 4.1.3. all Entrants will be designated a ticket number which will be used to announce the Winner; and
- 4.1.4. except as specified in clause 4.1.2, any bulk entries to a Prize Draw from an Entrant are not accepted, and the relevant Entrant may not be announced as the Winner or continue to be permitted to enter into future prize draws in order to comply with applicable laws.
4.2. In the event the Charity has set a fundraising target for number of tickets sold (“Fundraising Target”) Postal Entries will not be included in this Fundraising Target. This will only be based on paid tickets purchased by the Entrants via the Website.
4.3. Lucky Ticket shall provide payment options (including facilitating card payments) to Entrants through the Payment Platform as Lucky Ticket shall in its discretion determine from time to time, which ensures that payment is made directly to the Charity on the terms of clause 6 below.
4.4. Lucky Ticket shall within 1 business day of the closing date of a Prize Draw:
- 4.4.1. enter the Entrants who have purchased Tickets via the Website and the Postal Entries into an automated randomised computer process to select the Winner;
- 4.4.2. randomly select the ticket number and associated Winner from the Entrants via the automated randomised computer process; and
- 4.4.3. inform the Charity in writing (email permitted) of the Winner as generated in accordance with clause 4.4.1.
4.5. The Charity has up to 3 days from the closing date of the Prize Draw to make a public announcement of the Winner or otherwise request that Lucky Ticket makes a public announcement of the winning number of the Winner on the Website.
4.6. Promptly following the Announcement, Lucky Ticket will send an automated message to the Winner including a link to claim the Prize (“Winner Notification Email”).
4.7. The Charity will have seven (7) days from the date on which the Winner claims the Prize via the Winner Notification Email to contact the Winner.
4.8. The Charity shall ensure that it will deliver the Prize to the Winner within thirty (30) days of the closing date of the relevant Prize Draw.
4.9. Where the Charity is unable to deliver a Prize to the Winner in accordance with clause 4.7, the Charity must notify Lucky Ticket immediately in writing (email permitted) after becoming reasonably aware that they will be unable to fulfil their obligations stating, subject to clause 11:
- 4.9.1. the reason why the Charity is unable to fulfil its obligations; and
- 4.9.2. details of an Alternate Prize; and/or
- 4.9.3. details of a Monetary Equivalent.
4.10. In the event Lucky Ticket agrees with the Alternate Prize and/ or Monetary Equivalent set out in the Alternative Prize Notification, Lucky Ticket will provide confirmation to the Charity in writing (email permitted) of this (“Alternate Prize Confirmation”).
4.11. The Charity will contact the Winner within 24 hours of receiving the Alternate Prize Confirmation, detailing the Alternate Prize and/ or Monetary Equivalent as well as the reason why the Charity is unable to provide the Prize.
4.12. Where the Charity provides an Alternative Prize Notification, Lucky Ticket may take any reasonable course of action it deems necessary to protect its business and the relationship with the Winner (as well as future Entrants), including removing the relevant Prize Draws and Charity from the Website. In this event, Lucky Ticket will provide notice to the Charity in writing (email permitted) 15 days prior to removing the Charity or the relevant Prize Draw from the Website together with its reasons for doing so.
4.13. For the avoidance of doubt, where the Charity is unable to provide an Alternate Prize or a Monetary Equivalent due to the nature of the Prize, then the Charity must notify Lucky Ticket immediately in writing (email permitted) 14 days prior to the closing date in order for Lucky Ticket to contact Entrants accordingly (“Prize Draw Cancellation”).
4.14. Where the Charity informs Lucky Ticket of a Prize Draw Cancellation, the Charity will provide all reasonable assistance to Lucky Ticket to refund all Entrants the total cost of any Tickets purchased. Where an Entrant has incurred any relevant payment fees when purchasing Tickets, the Charity will be liable for all refunds associated with these.
4.15. For the avoidance of doubt, except as set out in 4.16 below other than the Prize Draw, no other requests for donations or other fundraising approaches shall be made by the Charity or Lucky Ticket to an Entrant.
4.16. If an Entrant would like to make a direct donation to the Charity, the Entrant will be directed on the relevant Prize Draw page to the Charity’s website. Lucky Ticket will not accept any donations from the Entrant on behalf of the Charity.
5. REJECTION OF Prizes and ENTRANT complaints
5.1. In the event of an Entrant returning or rejecting a Prize, Lucky Ticket may at its discretion require the Charity to:
- 5.1.1. provide the Entrant with a refund of the price of a Ticket (if applicable) including any payment fees incurred by an Entrant; and/or
- 5.1.2. send the Entrant an Alternate Prize and/ or the Monetary Equivalent,
and the Charity shall co-operate with Lucky Ticket in all respects and do all such acts and things as reasonably directed by Lucky Ticket as required to resolve the complaint to the relevant Entrant’s satisfaction.
5.2. The Charity must at all times have a returns address based in the United Kingdom. In the event that a Prize is returned to Lucky Ticket, Lucky Ticket will at no point be responsible for returning the Prize to the Charity outside of the United Kingdom.
6.1. When an Entrant purchases a Ticket to a Prize Draw, all payments are processed on the Payment Platform.
6.2. All payment transactions made through the Payment Platform are subject to the Payment Platform’s terms and conditions which can be accessed at payment gateway. Lucky Ticket is not affiliated with the Payment Platform, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other.
6.3. The Charity will receive the total monies paid for the Ticket directly via the Payment Platform, less:
- 6.3.1. the Commission;
- 6.3.2. any fees charged by the Payment Platform; and
- 6.3.3. the Community Pledge Fund, unless the Charity is the Charity of Origin in which case it will be the beneficiary of the Community Pledge Fund.
6.4. All amounts payable by the Charity under these Terms are payable in pounds sterling, inclusive of value added tax unless otherwise stated.
7. GENERAL OBLIGATIONS and rights OF THE CHARITY
7.1. The Charity must not make any statements online or produce any social media content that is negative or defamatory relating to Lucky Ticket or the Website or the Lucky Ticket Services, and shall promptly remove any such content which in Lucky Ticket’s view is in breach of this clause.
7.2. The Charity is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Lucky Ticket Services and shall inform Lucky Ticket immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it. Lucky Ticket has no responsibility for the provision, support and maintenance of any of the Charity's hardware or software used to access the internet, the Website, the Website or any related hardware or software, the responsibility for which shall remain exclusively with the Charity.
7.3. The Charity has the right at any time on reasonable notice acting in good faith to request relevant information from Lucky Ticket regarding its Prize Draws including but not limited to number of tickets sold, total number of entrants (including postal) and total amount of ticket purchases.
8. general rights and obligations of Lucky Ticket
8.1. Lucky Ticket may at any time, subject to applicable laws:
- 8.1.1. change the look, feel and content of the Website without reference to the Charity. Such changes may include the positioning, location and all other presentation of the Charity’s information, the Prize Draw and the Prizes available on the Website;
- 8.1.2. remove any Prize Draws from the Website at its sole discretion and without prior notice to the Charity;
- 8.1.3. suspend access to the Website at any time where Lucky Ticket considers the Charity is in breach of these Terms or that such suspension is necessary to protect Lucky Ticket’s business; and
- 8.1.4. change the terms of the Prize Draw Specification to reflect the number of entrants, complaints or queries associated with the Charity, as the case may be.
8.2. The Website is provided “as is” without any warranty, representation or other commitment of any kind. Lucky Ticket shall have no liability or other obligation to the Charity in the event that the Website including any Prize Draws are unavailable for any reason at any time.
8.3. In line with applicable laws relating to the organising and running of a Prize Draw, Lucky Ticket has;
- 8.3.1. restricted bulk entries as set out in clauses 4.1.3;
- 8.3.2. limited requests for donations or fundraising approaches, other than the Prize Draws in clauses 4.12 and 4.13; and
9.1. Without affecting any other right or remedy available to it, Lucky Ticket may terminate these Terms with immediate effect by giving 30 days prior written notice to the Charity.
9.2. The Charity may terminate these Terms at any time upon giving to Lucky Ticket sixty (60) days written notice.
9.3. On termination of these Terms, Lucky Ticket shall remove from the Website any Prize Draws relating to the Charity.
10.1. The Charity shall keep Lucky Ticket fully indemnified against all Losses arising directly or indirectly out of:
- 10.1.1. any faults or defect in a Prize that causes death or personal injury to any persons who win that Prize;
- 10.1.2. any other claims made in relation to or in connection with the Prize Draw or Prizes or the sale or promotion of the Prize Draw or Prizes;
- 10.1.3. any claim that the Prize Draw or the Prizes breach any applicable law(s); and
- 10.1.4. any claim that the Advertising Materials, Prize Draw or Prizes or Lucky Ticket’s promotion or other use of the same breach any Intellectual Property or other rights of another person, company or organisation.
11.1. The Charity shall take out and maintain insurance with a reputable insurance company against a comprehensive range of risks and to a limit not less than that necessary to reasonably cover its indemnity obligations under these Terms. The Charity shall provide evidence of such insurance or any other regulatory appraisal or approvals to Lucky Ticket on demand.
11.2. The Charity must not do or omit anything that could cause any insurance policy, or any other licence, permission or consent relied on by Lucky Ticket, to be invalidated or subject to additional premiums.
12. INTELLECTUAL PROPERTY
12.1. Lucky Ticket acknowledges that the Intellectual Property rights subsisting in or arising out of the Advertising Materials are the Charity’s or its licensors’ property. The Charity grants to Lucky Ticket a perpetual, worldwide, royalty-free, non-exclusive, sub-licensable licence to use the Intellectual Property Rights in the Advertising Materials and the trade marks, trading styles and brands and those applying to the Advertising Materials to the extent required to fulfil Lucky Ticket’s obligations under these Terms, and to market and promote the Prize Draws and Prizes on or via the Website as Lucky Ticket’ may reasonably determine.
12.2. The Charity acknowledges that:
- 12.2.1. it is not permitted to use any Intellectual Property rights which belong to Lucky Ticket, except to the extent agreed in writing (email permitted) by Lucky Ticket and for the purposes of promoting the Prize Draws;
- 12.2.2. at no point will Lucky Ticket be the owner of any Prize.
13. DATA PROTECTION
13.1. Both parties shall comply with their respective obligations in respect of the Data Protection Legislation as set out in Schedule 2.
14.1. Each party undertakes to the other that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by these Terms.
14.2. A party may disclose Confidential Information:
- 14.2.1. to the employees, officers, representatives or advisers of that party who need to know such information for the purposes of carrying out its obligations under these Terms but shall ensure that the employees, officers, representatives or advisers to whom the Confidential Information is disclosed comply with this clause;
- 14.2.2. to the extent required by law, court order or any governmental or regulatory authority; and
- 14.2.3. in the case of Lucky Ticket, as part of genuine corporate governance procedures or as required for any significant corporate event, such as a fundraising.
14.3. No party shall use the Confidential Information for any purpose other than to perform its obligations under these Terms.
15. LIMITATION OF LIABILITY
15.1. Nothing in these Terms limits or excludes Lucky Ticket from any liability to the extent that the same cannot be excluded or limited, including liability for fraud, death or personal injury caused by negligence, and fraud or fraudulent misrepresentation. Lucky Ticket shall not be liable to the Charity, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for any indirect or consequential loss.
15.2. Subject to the provisions of clause 15.1, Lucky Ticket’s aggregate liability to the Charity for any and all breaches of these Terms shall not exceed the price of the total number of tickets purchased for the applicable Prize Draw. Such total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms.
16.1. All notices served by either party pursuant to the provisions of these Terms shall be in writing, and shall be sufficiently served if delivered by hand, or sent by recorded delivery to the registered office address or other business address of that party or otherwise notified by one party to the other as specified in this clause or as otherwise specified in these Terms.
16.2. Lucky Ticket shall be entitled to amend these Terms from time to time by posting such amended version on the Website. The Charity acknowledges that it is the Charity’s responsibility to check the Website on a regular basis to make and keep itself aware and notified of any changes made by Lucky Ticket to these Terms.
16.3. Lucky Ticket shall not be in breach of these Terms nor liable for any failure or delay in performance of any of its obligations under these Terms arising from or attributable to an event outside of its control.
16.4. If Lucky Ticket does not enforce a right available to it under these Terms in any particular instance, then that will not constitute a waiver of such right or otherwise prevent it from enforcing that right in the future.
16.5. If any provisions of these Terms are held invalid under any applicable law, rule, regulation or treaty, then if the Terms can continue without the invalid provision, it shall be severed or deemed to have been amended to such extent as is strictly necessary to ensure that the Terms are valid provided always, to the extent possible, the Terms (as so amended) give effect to the original intention of the parties.
16.6. These Terms are binding upon the Charity and its successors and the Charity may not transfer, assign, charge or otherwise dispose of any of its rights and/or obligations arising under these Terms without the prior written consent of Lucky Ticket.
16.7. These Terms constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between the parties in relation to the promotion of the Prize Draws via the Website.
16.8. Each party acknowledges that, in entering into these Terms neither party has relied on any statement, representation, assurance or warranty of any person (whether a party to these Terms or not) other than as expressly set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation (or negligent misstatement), whether or not based on any statement in these Terms.
16.9. These Terms shall be construed and applied in accordance with the laws of England and Wales (including but not limited in relation to non-contractual disputes and claims) and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
Prize Draw Specification
Start and closing date of prize draw;
Cost of Tickets;
More details on how to participate in a prize draw (including purchasing tickets via the Website and restrictions on number of total number of entries and total number of tickets which may be purchased on the Website);
Further information on the entry routes including specific explanation of the free Postal Entry;
Any restrictions on entry (including geographical and age);
Details of prize or prizes (including the number and nature of the prize) and delivery of prizes;
Whether a prize may be substituted for a monetary equivalent;
How and when winners will be notified of the result and, if more than 30 days after the closing date, the date by which the Winner will receive their Prize;
How and when information indicating that a valid award has taken place will be made available;
Any intention that Lucky Ticket or the Charity has in using winners in post-event publicity subject to the winner’s prior consent; and
Minimum ticket threshold and initial period for reaching threshold (and relevant cancellation date where it is not met).
All terms capitalised in this Schedule that are not defined elsewhere, shall take the meaning given to them in the Data Protection Legislation.
1. SCOPE OF THIS SCHEDULE
1.1. Personal Data is transferred from one party to this Agreement to another party.
1.2. Both parties are Controllers in respect of such Personal Data (whether on a “joint” or “independent” basis).
1.3. The transfer of such Personal Data to the relevant party will not result in Personal Data leaving a Territory of Adequate Protection.
2. Fair and lawful processing
2.1. Each party shall ensure that it Processes the shared Personal Data fairly and lawfully for the purposes as contemplated under this Agreement.
2.2. Each party shall ensure that it has a legal basis to Process the shared Personal Data.
2.3. Each party shall, in respect of shared Personal Data, ensure that their privacy notices are clear and provide sufficient information to the Data Subjects for them to understand what of their Personal Data the disclosing party is sharing with the receiving party, the circumstances in which it will be shared, the purposes for the data sharing and either the identity of the receiving party or a clear description of the type of organisation that will receive the Personal Data.
2.4. The receiving party undertakes to inform the Data Subjects, in accordance with its own applicable Data Protection Legislation, of the purposes for which it will Process their Personal Data and provide all of the information that it must provide, in accordance with its own applicable laws, to ensure that the Data Subjects understand how their Personal Data will be Processed by the receiving party.
3. Data subjects' rights
The parties agree to provide reasonable assistance as is necessary to each other to enable them to facilitate Data Subjects exercising their rights under the Data Protection Legislation.
4. Data retention and deletion
- 4.1. The receiving party shall not retain or Process the shared Personal Data for longer than is necessary to carry out the relevant purpose.
- 4.2. Notwithstanding paragraph 4.1 of this Schedule, the parties shall continue to retain the shared Personal Data in accordance with any statutory or professional retention periods applicable in their respective countries and/or industry.
5. Security and training
5.1. The disclosing party shall only provide the shared Personal Data to the receiving party by using secure methods.
5.2. Having regard to the state of technological development and the cost of implementing such measures, the parties shall have in place appropriate technical and organisational security measures in order to:
- 5.2.1. prevent unauthorised or unlawful Processing of the shared Personal Data;
- 5.2.2. prevent the accidental loss or destruction of, or damage to, the shared Personal Data; and
- 5.2.3. ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage, and the nature of the shared Personal Data to be protected.
5.3. It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and Process the shared Personal Data in accordance with the relevant technical and organisational security measures, together with any other applicable national laws and guidance.
6. Data security breaches and reporting procedures
6.1. The parties shall notify each other as soon as reasonably practicable after becoming aware of a Personal Data Breach (even if such breach has not yet been fully investigated).
6.2. The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.
7. Resolution of disputes with data subjects or the Data Protection Authority
7.1. In the event of a dispute or claim brought by a Data Subject or a data protection Supervisory Authority concerning the Processing of shared Personal Data against either or both parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
7.2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by a relevant data protection Supervisory Authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
7.3. Each party shall abide by a decision of a competent court of the disclosing party’s country of establishment or of the data protection Supervisory Authority which is final and against which no further appeal is possible.