By engaging with Taptap Send to carry out promotional activities within their networks (the “Engagement”), Ambassador agrees to abide by these Terms. Specific terms and conditions pertaining to the engagement, including but not limited to compensation, content requirements, and term, will be detailed in the Ambassador Scope of Work Agreement ("Agreement").
Where a term is capitalized in these Terms, and is not specifically defined herein, the definition assigned to such term in the Agreement shall apply.
Ambassador and Taptap Send are collectively referred to as the “Parties” and each individually, a “Party”.
1. Terms of Engagement
1.1. Ambassador acknowledges and confirms being aware that Taptap Send conducts a regulated activity and further undertakes and warrants, when promoting Taptap Send to their networks, to:
1.1.1. act conscientiously, with reasonable care and skill and in a professional manner at all times and in compliance with any instructions Taptap Send may give Ambassador from time to time;
1.1.2. comply with all applicable laws, regulations and guidelines (including where applicable the CAP Code and CMA’s Compliance Principles), as well as all rules, policies and guidelines of any social media platforms used;
1.1.3. comply with the guidance contained in the Taptap Send Marketing Guide for Agencies, Influencers and Ambassadors (“Marketing Guide”);
1.1.4. comply with all applicable data protection regulations and adhere to the Standard Contractual Clauses (“SCCs”) listed as an annex to these Terms and Conditions;
1.1.5. not act in such a way as to bring Taptap Send or its affiliates into disrepute, or otherwise tarnish their image or conflict with brand values;
1.1.6. not to deliberately target unsuitable markets, including but not limited to persons under 18, with their advertising activities;
1.1.7. ensure Ambassador does not mislead Taptap Send’s customers or target customers by making untrue or unsubstantiated statements. This includes not misstating or misrepresenting Taptap Send (or its affiliates) or its services in any way, including not making claims that Taptap Send’s services are free or instant (please see Taptap Send’s Marketing Guide for how to talk about Taptap Send’s fees and transfer speed.);
1.1.8. not directly compare Taptap Send to its competitors;
1.1.9. not use artistic content (photos, videos, music, artwork) without written permission from the owner/artist;
1.1.10. not use the logos of affiliates or competitors of Taptap Send without prior permission from Taptap Send;
1.1.11. not depict any political, controversial, illegal or culturally inappropriate activity/content in the advertising or on their social media accounts; and
1.1.12. make it clear to customers that content produced for Taptap Send is advertising (always use the social media platform’s built-in ad disclosure feature, stating at the start of a video that it’s a paid ad for Taptap Send and/or by using the hashtags #Ad, #Anziege and #Publicité on social media posts).
1.2. All marketing materials, including social media posts, created by Ambassador in connection with this Agreement must be approved by Taptap Send in writing before use, unless otherwise agreed in writing by Taptap Send.
1.3. Ambassador hereby agrees to remove any ads or posts immediately if requested by Taptap Send at Taptap Send’s sole discretion.
1.4. Ambassador hereby agrees to inform Taptap Send if they are subject to any criminal or disciplinary proceedings.
2. Recruitment and Management of Champions [only applicable if this responsibility is included in the Agreement]
2.1. Where stated in the Agreement, Ambassador shall have the authority to recruit individuals ("Champions") to promote Taptap Send and distribute promotional codes.
2.2. Ambassador warrants that all Champions recruited and engaged are considered independent subcontractors. Champions do not have the authority to bind or obligate Taptap Send or Ambassador in any manner. Any commitments made by a Champion shall not be considered binding on Taptap Send or Ambassador.
2.3. Ambassador warrants that all recruited Champions meet the criteria and standards set by Taptap Send.
2.4. Ambassador is responsible for entering into separate agreements with each Champion, using the template contract provided by Taptap Send (“Champion Contract”).
2.4.1. Ambassador agrees to notify Taptap Send each time a new Champion is recruited and to provide Taptap Send with a copy of each Champion Contract.
2.4.2. Champion Contracts must be submitted to Taptap Send within 7 days of being signed by both parties.
2.4.3. Taptap Send reserves the right to review all submitted Champion Contracts to ensure compliance with its standards and policies.
2.4.4. Taptap Send may request amendments to any Champion Contract that does not meet its requirements, and Ambassador agrees to facilitate such amendments promptly.
2.4.5. Taptap Send reserves the right to request that Ambassador terminates any Champion Contract at any time and for any reason, at its sole discretion.
2.5. Ambassador is responsible for providing a copy of the Marketing Guide to Champions and ensuring that they adhere to the guidelines contained therein, as well as the obligations and responsibilities outlined in the Champion Contract.
2.6. Ambassador shall monitor the activities of Champions and warrants to ensure that Champions comply with all applicable laws and regulations, including advertising standards and that they conduct themselves professionally and in a manner that reflects positively on Taptap Send at all times during the term of their Champion Contract.
2.7. Ambassador is responsible for all acts and omissions of Champions. If a Champion fails to comply with their contractual obligations, Ambassador must take immediate corrective action, including potential termination of the Champion’s contract.
2.8. Any breach of a Champion Agreement shall be considered a breach of these Terms and the Agreement, giving Taptap Send the right to terminate the Ambassador’s and/or the Champion Agreement.
2.9. Ambassador warrants that all Champions will handle any personal data received in the course of their promotional activities in accordance with applicable data protection laws and Taptap Send’s privacy policies.
2.10. Payment of Champions:
2.10.1. Ambassadors shall receive compensation from Taptap Send for each new user sign-up generated through the Champions' promotional codes at the rate specified in the Agreement.
2.10.2. Ambassador is responsible for distributing the appropriate share of this compensation to the Champions, as outlined in their individual contracts.
2.10.3. Ambassador warrants that all payments to Champions will be made promptly and in accordance with the agreed terms of the Champion Contract.
2.10.4. Failure to make timely payments to Champions may result in the termination of Ambassador's contract with Taptap Send.
2.10.5. Ambassador warrants and agrees to maintain accurate and detailed records of all payments made to Champions under the terms of this Agreement.
2.10.6. Upon request from Taptap Send, Ambassador shall promptly provide proof of payment of any sums due to Champions. This proof may include, but is not limited to, bank statements, payment receipts, or other financial records that clearly demonstrate the payment was made.
2.11. Indemnification
2.11.1. Ambassador agrees to indemnify and hold harmless Taptap Send from any claims, damages, or liabilities arising out of the actions or omissions of the Champions.
2.11.2. This includes any breaches of contract, violations of law, or any other acts or omissions by the Champions in their role as subcontractors.
2.11.3. In the event of non-compliance with clause 2.7 of these Terms, Ambassador agrees to indemnify and hold harmless Taptap Send from any claims, damages, or liabilities arising from the failure to pay Champions as required.
2.12. Termination of Champion Contracts
2.12.1. Ambassador may terminate a Champion Contract in accordance with the provisions of the Champion Contract.
2.12.2. Ambassador must notify Taptap Send of any such terminations and the reasons thereof.
2.12.3. Ambassador must terminate a Champion Contract if requested to do so by Taptap Send.
2.12.4. Upon termination of the Agreement, all Champion Contracts entered into by Ambassador will automatically terminate.
3. Compensation Terms
3.1. Where the Agreement provides for a fixed fee, Payments are contingent upon Ambassador undertaking promotional activities to obtain new user sign-ups in accordance with the service requirements outlined in the Agreement. If Ambassador(s) fails to undertake any promotional activities in any given month, Taptap Send shall have no obligation to make payment for that month.
3.2. Where Ambassador is paid contingent on new user sign-ups using Ambassador’s promo code(s), Taptap Send reserves the right to review transactions made using Ambassador’s promo code(s). Any transactions deemed to constitute promo code abuse will result in Ambassador forfeiting receipt of the fee for such transactions. Such abuse will also give Taptap Send the right to immediately terminate the Agreement.
4. Termination of the Agreement
4.1. Either Party may terminate this Agreement with 7 days’ notice in writing to the other Party.
4.2. Taptap Send shall be entitled to terminate this Agreement on written notice to Ambassador with immediate effect if Ambassador/Agency is in breach of any warranty or material obligation contained in this Agreement or the Terms and in the event of any suspected promo code abuse.
4.3. Upon termination of the Agreement, Ambassador shall immediately cease all activities related to Taptap Send and shall no longer associate themselves with Taptap Send in any manner. Where requested by Taptap Send, Ambassador agrees to remove any references to Taptap Send from their social media profiles, websites, and any other public or private channels. Failure to comply with this provision shall be considered a material breach of these Terms and the Agreement.
5. Ambassador Warranties
5.1. In signing the Agreement, Ambassador confirms and warrants that:
5.1.1. they have read and will comply at all times with the Marketing Guide;
5.1.2. they have read and will comply at all times with this Agreement and the Terms;
5.1.3. they will not work for any other money transfer business competing with Taptap Send (whether in a paid or unpaid role) for the duration of this Agreement and 3 months thereafter;
5.1.4. they have the full capacity, power, and authority to enter into this Agreement and to perform the obligations required hereunder; and
5.1.5. that all information provided to Taptap Send, including but not limited to personal details, qualifications, and representations of their ability to act as a service provider, is true, accurate, and complete.
5.2. Any breach of these or any of the warranties set out in section 1 shall be considered a material breach of the Agreement.
6. Confidentiality
6.1. Ambassador agrees that they shall not at any time during this Agreement, and for a period of one year following termination, disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of Taptap Send or its affiliates, except as permitted in writing by Taptap Send.
6.2. Neither Party shall use the other’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
7. Intellectual Property
7.1. Ambassador hereby warrants that all content used in the promotion of Taptap Send shall be either their own original content (produced or purchased) or content for which they have the written permission of the artist/owner to use for this purpose.
7.2. Ambassador hereby assigns to Taptap Send absolutely and with full title guarantee all of their rights, titles and interests in and to the copyright in all media and all other rights in all content and products arising from their activities under this engagement.
7.3. Ambassador hereby irrevocably grants to Taptap Send their consent to make full use of all content and products created by them pursuant to this engagement.
7.4. Ambassador hereby irrevocably grants to Taptap Send a non-exclusive license worldwide for the duration of the engagement to use Ambassador’s name, image, slogans, biography and logos.
8. No Partnership or Agency
8.1. Ambassador acknowledges and agrees that they are engaged as an independent service provider and not as an agent, employee, or representative of Taptap Send.
8.2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent or employee of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other party.
8.3. Ambassador does not have any authority to bind or commit Taptap Send in any way or to incur any obligations on behalf of Taptap Send without the prior written consent of Taptap Send.
8.4. Any actions taken by Ambassador that are outside the scope of this Agreement shall be the sole responsibility of Ambassador.
9. Indemnity
9.1. Ambassador agrees to indemnify, defend, and hold harmless Taptap Send and its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to Ambassador's failure to comply with marketing guidelines, applicable laws, regulations, and platform policies. This obligation to indemnify shall include any fines, penalties, or other liabilities incurred by Taptap Send as a result of such non-compliance.
9.2. Ambassador agrees to maintain, at their own expense, sufficient insurance coverage to support their indemnity obligations under the Agreement. This insurance coverage shall include, but is not limited to, general liability insurance and professional liability insurance.
10. Governing Law and Jurisdiction
10.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10.2. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
11. Amending the Agreement
11.1. The Agreement may be amended, supplemented or otherwise modified in a written document signed by each Party that identifies itself as an amendment to the Agreement.
12. Supersession and Termination of Prior Agreements
12.1. In the event that Taptap Send issues a new Agreement to Ambassador before the expiration of the current contract, the new contract shall terminate and supersede the previous Agreement.
13. Third Party Rights
13.1. The Agreement is made solely for the benefit of Taptap Send and the Ambassador, and their respective successors and assigns.
13.2. Except as expressly provided in the Agreement, nothing in the Agreement or these Terms is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
---------------------------
ANNEX
to the
COMMISSION IMPLEMENTING DECISION
on standard contractual clauses between controllers and processors under Article 28 (7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council.
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) 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]
(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29 (3) and (4) Regulation (EU) 2018/1725.
(c) These Clauses apply to the processing of personal data as specified in Annex II.
(d) Annexes I to IV are an integral part of the Clauses.
(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
Clause 2
Invariability of the Clauses
(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
(b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.
Clause 3
Interpretation
(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, 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 or Regulation (EU) 2018/1725 respectively.
(c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.
Clause 4
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 5
Docking clause
(a) Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.
(b) Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.
(c) The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 6
Description of processing(s)
The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.
Clause7
Obligations of the Parties
7.1. Instructions
(a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
(b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.
7.2. Purpose limitation
The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.
7.3. Duration of the processing of personal data
Processing by the processor shall only take place for the duration specified in Annex II.
7.4. Security of processing
(a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (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 purposes of processing and the risks involved for the data subjects.
(b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.5. Sensitive data
If the processing 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 (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.
7.6 Documentation and compliance
(a) The Parties shall be able to demonstrate compliance with these Clauses.
(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit 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 an audit, the controller may take into account relevant certifications held by the processor.
(d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.
7.7. Use of sub-processors
(a) The processor shall not subcontract any of its processing operations performed on behalf of the controller in accordance with these Clauses to a sub-processor, without the controller’s prior specific written authorisation. The processor shall submit the request for specific authorisation at least 30 days prior to the engagement of the sub-processor in question, together with the information necessary to enable the controller to decide on the authorisation. The list of sub-processors authorised by the controller can be found in Annex IV. The Parties shall keep Annex IV up to date.
(b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
(d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
(e) The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
7.8. International transfers
(a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.
Clause 8
Assistance to the controller
(a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions
(c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
(1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
(2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
(3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
(4) the obligations in Article 32 Regulation (EU) 2016/679.
(d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.
Clause 9
Notification of personal data breach
In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679 or under Articles 34 and 35 Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.
9.1 Data breach concerning data processed by the controller
In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:
(a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
(b) in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
(1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
(2) the likely consequences of the personal data breach;
(3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this 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.
(c) in complying, pursuant to Article 35 Regulation (EU) 2018/1725, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.
9.2 Data breach concerning data processed by the processor
In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:
(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
(b) the details of a contact point where more information concerning the personal data breach can be obtained;
(c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this 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.
The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.
SECTION III – FINAL PROVISIONS
Clause 10
Non-compliance with the Clauses and termination
(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
(1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
(2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
(3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
(d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.
ANNEX I LIST OF PARTIES
Controller: Taptap Send UK Limited, a company registered in England, company number 10416468, registered office Epworth House, 25 City Road, London, EC1Y 1AA, UK.
Processor: Ambassador, as referenced in the associated Scope of Work related to these Terms and Conditions, of which this document serves as an annex.
ANNEX II: DESCRIPTION OF THE PROCESSING
Categories of data subjects whose personal data is processed
● Customers of Taptap Send
Categories of personal data processed
● Taptap Send customer’s name
● Taptap Send customer’s phone number
Nature of the processing
● Collection, storage and use of Taptap Send customer data.
Purpose(s) for which the personal data is processed on behalf of the controller
● Marketing Taptap Send services to Taptap Send customers.
Duration of the processing
● To be mutually agreed between the Parties.
ANNEX III TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
The processor will implement the following measures:
● Restrict access to personal data to authorised individuals only.
● Personal data must not be shared with unauthorised subprocessors.
● Use passwords and, where possible, two-factor authentication.
● Only collect and process data strictly necessary for the task.
● Avoid using paper records; if their use is unavoidable, store them securely in locked cabinets.
● Ensure that computers and other devices are secured when unattended.
● Keep software and systems updated to address security vulnerabilities.
● Commit to reporting and responding to data breaches promptly by informing the controller immediately.
● Shred or securely delete data that is no longer needed.
ANNEX IV: LIST OF SUB-PROCESSORS
No sub-processors are currently authorised.
Sub-processors will not be engaged or utilised under any circumstances without the prior written authorisation of the controller. The processor must provide a minimum of 30 days' prior written notice to the controller before utilising any sub-processor. The controller reserves the right to approve or reject any proposed sub-processor at its sole discretion.