Data Sharing Agreement

1. INTRODUCTION 🔗︎ click to copy

This Agreement is between the Member and the Subscriber, pursuant to which the Member chooses to share certain Data with the Subscriber, subject to the Permissions granted.

2. INTERPRETATION 🔗︎ click to copy

In this Agreement,

• words show in bold have the meanings set out in the glossary
• "including" means "including without limitation" and similar expressions shall be constructed accordingly.

3. SHARING OF DATA 🔗︎ click to copy

The Member agrees that the Subscriber may access certain Data in his or her PDS in accordance with the applicable law, our Charter, and these terms.

[Where the Subscriber holds other Personal Data relating to the Member, it agrees that such Personal Data shall only be Processed in accordance with this Agreement].

The Data shared by the Member with the Subscriber under this Agreement is listed here [Within the live service this will be filled in with the actual names of the data attributes that are being shared].

The Shared Data will be accessed on the following basis [This will be part of the above list of data attributes in a grid showing the specific basis of sharing for each attribute]:

• access on one occasion only
• access on multiple occasions
• unlimited access until further notice
• access between the following dates: [INSERT START DATE] and [INSERT END DATE] inclusive

in accordance with section 5.

The Shared Data will be held by the Subscriber in the location specified by the Subscriber and will not be transferred or Processed outside that location without the prior written consent of the Member.

4. OVERALL APPROACH 🔗︎ click to copy

The Subscriber agrees, undertakes and warrants to the Member that:

• it will observe the Mydex Charter, which sets out the principles behind Mydex including the use of the Member's Data
• it shall Process the Shared Data only in compliance with the Member's instructions from time to time and this Agreement. If for any reason the Subscriber cannot comply with this requirement, it agrees to inform the Member promptly in writing of its inability to do so, and the Member shall be entitled to suspend the Processing of the Shared Data by the Subscriber;
• it has appropriate technical and organisational measures in place to safeguard against any unauthorised or unlawful processing and against accidental loss or destruction of, or damage to, the Shared Data, and shall ensure that such measures provide 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 Data to be protected;
• those of its employees or of its sub-contractors who are used to Process the Shared Data to meet its obligations under this Agreement have first been trained in the law of data protection and in the care and handling of Personal Data;
• it will Process the Shared Data in accordance with the laws of England and in a manner consistent with the requirements of any and all Codes of Practice or guidance which are recommended, endorsed or approved by the Information Commissioner in so far as they are relevant to the Processing of the Shared Data in providing the Subscriber Services;
• it will promptly and properly assist the Member with all notices, requests and other enquiries relating to the DPA which may be received whether by the Member or the Subscriber and will deal promptly and properly with all enquiries from the Member relating to the its Processing of the Shared Data;
• it will promptly notify the Member about any accidental or unauthorised access which may affect the Shared Data;
• it will not disclose any Shared Data to a third party in any circumstances except with the specific prior written consent of the Member or where obliged to do so by court order or by law, in which case where permitted by law it shall use reasonable endeavours to advise the Member in advance of such disclosure and in any event immediately thereafter.

5. USE OF SHARED DATA 🔗︎ click to copy

The Subscriber shall only use the Shared Data in accordance with the Permissions granted by the Member, details of which are set out here [this will contain the specified uses that the individual has approved for the use of the data]. The Subscriber confirms that the Shared Data collected under this Agreement (as referred to in section 3) is strictly necessary for those Subscriber Services it is providing to the Member.

6. DATA POLICIES 🔗︎ click to copy

The Subscriber has policies relating to:

• Updating and maintaining Shared Data
• Retention and destruction of Shared Data and
• Access to Shared Data records by Members.

The Subscriber warrants that Mydex has confirmed to it that these policies are compatible with the Charter.

Copies of these policies have been provided to the Member and the Subscriber agrees to adhere to such policies. Under the Agreement between the Subscriber and Mydex, any substantial changes to these policies must be approved in advance by Mydex. The Subscriber must notify the Member at least 30 days before the change comes into effect. If the Member does not agree to a change, the Member can stop using the Subscriber Services by cancelling this Agreement.

The Member agrees to abide by such policies and to act reasonably and co-operate with the Subscriber to the extent required under such policies.

7. PAYMENT AND CHARGES FOR DATA AND APPLICATIONS 🔗︎ click to copy

The Member may charge a fee for the use of the Shared Data or the Subscriber may offer a fee to the Member, for example, if the Subscriber wishes to use the Shared Data for market research purposes. The price payable for the use of the Shared Data may be set by the Member or by the Subscriber. Where a fee is payable (either in cash or in kind, in the form of goods, services or discount) for the use of Shared Data, the Subscriber agrees it shall make such payment on the terms agreed between it and the Member. Mydex will deduct a small percentage-based administration fee from any payments made.

The Member may charge a fee, or the Subscriber may offer a fee to the Member, for agreeing to use an Application or for the use of the Member's Data for one or more specific purposes defined in this Data Sharing Agreement. The price payable may be set by the Member or by the Subscriber. Mydex will charge a small percentage-based administration fee to the Subscriber for any payments made by or to the Subscriber. Further details on payments and charges can be found in the Tariff Table.

Further details on charging for the use of your Data can be found in our FAQs.

8. INTELLECTUAL PROPERTY RIGHTS 🔗︎ click to copy

Shared Data belongs to the Member, but in order for the Subscriber to provide the Member with the Subscriber Services the Member permits the Subscriber a royalty-free, worldwide, irrevocable, perpetual licence and right to use and display the Shared Data in whatever way the Subscriber deems necessary for the provision of the Subscriber Services to the Member, in accordance with this Agreement.

9. GENERAL 🔗︎ click to copy

Communications: The terms are in English, and any contract and other communication between the parties shall be in English. The parties agree that communication between them will be mainly electronic, through the Mydex site or by e-mail, and that this constitutes written communication.

Any official communication or notice under this Agreement between the parties shall be sent using the details referred to in section 2.

Entire agreement: These terms: (i) set out the entire agreement between the parties regarding the use of the Member's Data by the Subscriber; and (ii) supersede all previous or contemporaneous representations, agreements or communications between the parties regarding the use of the Member's Data. For the avoidance of doubt, neither the Charter nor the FAQs form part of these terms. No variation to this Agreement shall be valid unless agreed in writing by both parties.

Invalid terms: If any part of these terms is found to be invalid or unenforceable, the remainder of the terms shall not be affected.

Third parties: A person who is not party to these terms shall not have any rights under or in connection with them, under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Transfer of rights and obligations: The contract (as set out in these terms) is binding on both parties and on their respective successors and assignees. Neither party may transfer, assign, charge or otherwise dispose of any of its rights or obligations arising under this contract, without the prior written approval of the other party.

Delays in enforcement: If either party fails to insist upon strict performance of any of the other party's obligations, or if it fails to exercise any of its rights or remedies, this will not constitute a waiver of such rights or remedies and will not relieve the other party from compliance with such obligations.

Laws and disputes: These terms, the formation of the contract between the parties, use of the Member's Data, and any dispute or claim arising out of any of them (including non-contractual disputes or claims), are governed by the laws of England. All disputes between the parties shall be decided only by the courts within the United Kingdom, except that a party may enforce any judgement anywhere in the world where the other party may have assets or be located.

Version 1.0 - April 2012