Terms of Business

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.6.
Contract: the contract between Drivn and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from Drivn.
Customer Default: has the meaning set out in clause 4.2.
Customer Systems: any systems, databases, applications, accounts or other facilities operated or controlled by the Customer or to which the Customer gives Drivn access for the purposes of the Services.
Deliverables: the deliverables set out in the Order produced by Drivn for the Customer.
Drivn: Drivn Ltd registered in England and Wales under company number 08479445, whose registered office is at 20 Craven Avenue Ealing, London, England, W5 2SX
Drivn Materials all materials, equipment, documents and other property of Drivn.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for Services as set out in the in the order form or statement of work agreed between Drivn and the Customer, the Customer's written acceptance of a quotation by Drivn, or overleaf, as the case may be.
Services: the services, including the Deliverables, supplied by Drivn to the Customer as set out in the Scope of Work.
Scope of Work: the description or Scope of Work of the Services set out or referred to in the Order.
Third**Party Materials:** means materials and information, in any form or medium, including any open-source or other software (including an SDK of a Third-Party Service, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to or created by or on behalf of Drivn.
Third-Party Service: any functions, tools or services provided to the Customer by a third party, including any such services comprising analytics or CRM.

1.2 Interpretation

Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.

2. Basis of contract

The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when Drivn confirms acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Any quotation given by Drivn shall not constitute an offer.

3. Supply of Services

Drivn shall supply the Services to the Customer in accordance with the Scope of Work in all material respects.
Drivn shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
Drivn reserves the right to amend the Scope of Work if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Drivn shall notify the Customer in any such event.
The Services may be offered in respect of or in conjunction with or used with Third-Party Services or Third-Party Materials. Customer shall be solely responsible and liable to obtain and maintain any such Third-Party Services and Third-Party Materials. Drivn does not control or endorse, and shall have no responsibility or liability for, any Third-Party Services or Third-Party Materials.
The Contract shall not prevent Drivn from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
The Customer acknowledges that the accuracy and completeness of the Services is dependent on a number of factors outside the control of Drivn, including design, implementation, and use of the Customer Systems and any Third-Party Services or Third-Party Materials, erroneous data, and changes to the environment in which the Deliverables used by the Customer. While Drivn uses commercially reasonable efforts to properly identify issues for review, Customer acknowledges that Drivn does not warrant that:
1. the Services will be able to find and monitor all issues in any systems, services or applications reviewed in the course of the Services;
2. it will be able to provide a remediation for all issues identified or discovered in the course of the Services;
3. a proposed remediation will not impair the functioning or efficiency of the Customer Systems or will not result in the introduction of new issues. The Customer acknowledges that it is its responsibility to assess the impact of any remediation proposed by Drivn before applying it.
Drivn aims to respond to Customer communications by the end of the day in which they are received. Calls can be scheduled with Drivn on not less than 24 hours notice, using the call scheduling tools provided by Drivn.

4. Customer's obligations

The Customer shall:
1. ensure that the terms of the Order and any information it provides in the Scope of Work are complete and accurate;
2. co-operate with Drivn in all matters relating to the Services;
3. provide Drivn, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Drivn;
4. provide Drivn with such information and materials as Drivn may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5. prepare the Customer Systems and any Third-Party Services ready for the supply of the Services;
6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services (including access to and use by Drivn of Customer Systems) before the date on which the Services are to start;
7. supply free of charge such materials, instruments or equipment as are necessary for Drivn to provide the Services;
8. appoint an individual who will act as the sole contact point and channel of communication for the provision by Drivn of the Services during the Contract. The Customer will inform Drivn of and agree immediately with Drivn any change in the identity of such individual;
9. comply with any additional obligations as set out in the Scope of Work.
If Drivn's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
1. without limiting or affecting any other right or remedy available to it, Drivn shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Drivn's performance of any of its obligations;
2. Drivn shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Drivn's failure or delay to perform any of its obligations as set out in this clause 4.2; and
3. the Customer shall reimburse Drivn on written demand for any costs or losses sustained or incurred by Drivn arising directly or indirectly from the Customer Default.

5. Charges and payment

The Charges shall be the sums specified in the Order as payable by the Customer for the Services.
To the extent that the Charges for the Services are specified in the Order to be calculated on a time and materials basis:
1. the Charges shall be calculated in accordance with Drivn's daily fee rates, as set out in its current price list at the date of the Contract;
2. Drivn's daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 6.00 pm worked on Business Days;
3. Drivn shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Drivn engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Drivn for the performance of the Services, and for the cost of any materials.
Drivn shall invoice the Customer as set out in the Order.
The Customer shall pay each invoice submitted by Drivn:
1. within 30 days of the date of the invoice or as specified in the Order; and
2. in full and in cleared funds to a bank account nominated in writing by Drivn, and time for payment shall be of the essence of the Contract.
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Drivn to the Customer, the Customer shall, on receipt of a valid VAT invoice from Drivn, pay to Drivn such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer fails to make a payment due to Drivn under the Contract by the due date, then, without limiting Drivn's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Drivn.
Drivn grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its own internal business operations.
The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2*.*
The Customer shall not:
1. rent, lend, or provide access to in any other way the Deliverables to any person without the prior written consent of Drivn, except for any Third-Party Service provider solely for the purpose of administering Customer’s account with such provider;
2. use the Deliverables to provide services to third parties; or
3. access or use the Deliverables in order to build a product or service which competes with the Services; or
4. give access to the Deliverables through any network of computers to users who are not employees or agents of the Customer.
In respect of any software or computer code comprised in the Deliverables not being Third-Party Materials (“Drivn Code”), the Customer shall not:
1. except to the extent expressly permitted under the Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Drivn Code in any form or media or by any means; or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Drivn Code (except to the extent that restriction of such activities of the same is explicitly prohibited by law).
Nothing in the Contract grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Third-Party Materials are and will remain with the respective rights holders in the Third-Party Materials. Drivn shall not be responsible for the clearance of any rights in the Third-Party Materials. Customer shall obtain the licence(s) necessary to permit Customer’s and Drivn’s use of the same consistent with the usage rights granted under this Agreement.
To the extent that the Drivn Code comprises open source software, the terms and conditions governing the use of such open source software are as set out in the relevant open source licenses of the copyright owner and not the Contract. To the extent that there is a conflict between the terms of the Contract and the terms of the open source licenses governing Customer’s use of the open source software, the terms of the license grant of the applicable open source licenses will take precedence over the Contract, including over any restrictions in the Contract regarding, without limitation, access to source code, modification or reverse engineering.
The Customer grants Drivn a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Drivn for the term of the Contract for the purpose of providing the Services to the Customer.

7. Data protection

The parties shall comply with their data protection obligations as set out in Schedule 1.

8. Limitation of liability

References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in this clause 8 shall limit the Customer's payment obligations under the Contract.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 8.3 (Liabilities which cannot legally be limited), Drivn's total liability to the Customer for all loss or damage shall not exceed a sum equal to the Charges.
Subject to clause 8.3 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:
1. loss of profits.
2. loss of sales or business.
3. loss of agreements or contracts.
4. loss of anticipated savings.
5. loss of use or corruption of software, data or information.
6. loss of or damage to goodwill; and
7. indirect or consequential loss.
Drivn has given commitments as to compliance of the Services with relevant Scope of Works in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Unless the Customer notifies Drivn that it intends to make a claim in respect of an event within the notice period, Drivn shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
This clause 8 shall survive termination of the Contract.

9. Termination

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without affecting any other right or remedy available to it, Drivn may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, Drivn may suspend the supply of Services under the Contract or any other contract between the Customer and Drivn if:
1. the Customer fails to pay any amount due under the Contract on the due date for payment;
2. the Customer becomes subject to any of the events listed in clause 9.1(c) or clause 9.1(d), or Drivn reasonably believes that the Customer is about to become subject to any of them; and
3. Drivn reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.1(b).

10. Consequences of termination

On termination or expiry of the Contract:
1. the Customer shall immediately pay to Drivn all of Drivn's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Drivn shall submit an invoice, which shall be payable by the Customer immediately on receipt;
2. the Customer shall return all of Drivn Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Drivn may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Anti-Bribery and Corruption. Drivn shall during the term of this agreement:
1. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. notify the Customer (in writing) if it becomes aware of any breach of this clause 11.2 or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of this agreement.
Assignment and other dealings.
1. Drivn may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Drivn.
Confidentiality.
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.4(b).
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.4; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
4. The Customer acknowledges and consents that (i) Drivn may make use of any of its logo and trade name to identify the Customer as a customer of Drivn on Drivn’s website and other marketing material; and (ii) Drivn may use screenshots, taken during the provision of the Services, of the Customer Systems or the Customer’s Third-Party Services accounts in order to produce and make available case studies or demonstrations of the work undertaken by Drivn. Drivn shall ensure that any material comprising such screenshots does not identify the Customer, or contain any confidential information of the Customer.
Entire agreement.
1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
3. Nothing in this clause shall limit or exclude any liability for fraud.
Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Governing law. The Contract, 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.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Data protection

A. Operative provisions

1. Definitions

In this Schedule:

applicable law means applicable law of the United Kingdom (or of a part of the United Kingdom);

Controller has the meaning given in applicable Data Protection Laws from time to time;

Data Protection Laws means, as binding on either party or the Services:

the GDPR;
the Data Protection Act 2018;
any laws which implement or supplement any such laws; and
any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Data Subject has the meaning given in applicable Data Protection Laws from time to time;

GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

International Organisation has the meaning given in applicable Data Protection Laws from time to time;

Personal Data has the meaning given in applicable Data Protection Laws from time to time;

Personal Data Breach has the meaning given in applicable Data Protection Laws from time to time;

processing has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);

Processor has the meaning given in applicable Data Protection Laws from time to time;

Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of Drivn’s obligations under the Contract; and

Sub-Processor means any Processor engaged by Drivn (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data on behalf of the Customer.

2. Customer’s compliance with Data Protection Laws

The parties agree that the Customer is a Controller and that Drivn is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to Drivn in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

3. Drivn’s compliance with Data Protection Laws

Drivn shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

4. Instructions

Drivn shall only process (and shall ensure Drivn Personnel only process) the Protected Data in accordance with Part B of this Schedule and the Contract (including with regard to any transfer to which paragraph 10 of this Part A relates), except to the extent:
1. that alternative processing instructions are agreed between the parties in writing; or
2. otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
If Drivn believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

5. Security

Drivn shall implement and maintain the technical and organisational measures set out in Part B of this Schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

6. Sub-processing and personnel

The Customer authorises the appointment of the Sub-Processors for the purposes of the Services. Drivn shall:
1. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure each Sub-Processor is appointed under a binding written contract containing materially the same obligations as under this Schedule (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) and ensure each such Sub-Processor complies with all such obligations;
2. remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
3. ensure that all natural persons authorised by Drivn or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

7. List of authorised Sub-Processors

The current list of Sub-Processors as of the Commencement date is as follows:

Sub-Processor	Location
INTEGROMAT LLC	USA, Czech Republic
Replit, Inc	USA
Trujay, LLC	USA
Amazon Web Services EMEA SARL	Luxembourg

8. Further Sub-Processors

Drivn will give Customer the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Protected Data within 30 days of notifying Customer of a new Sub-Processor. The parties will discuss any concerns of the Customer in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Drivn will, at its sole discretion, either not appoint the new Sub-Processor, or permit Customer to suspend or terminate the Services without liability to either party (but without prejudice to any Charges paid or payable or incurred prior to suspension or termination).

9. Assistance

Drivn shall (at the Customer’s cost and expense) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to Drivn.
Drivn shall (at the Customer’s cost and expense) and taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR in respect of any Protected Data.
Drivn shall refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.

10. International transfers

The Customer acknowledges and agrees that Drivn may access and process Protected Data on a global basis as necessary to provide the Services in accordance with the Agreement, and in particular that Protected Data may be transferred to and processed by Sub-Processors the United States and to other jurisdictions where Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

11. Audits and processing

Drivn shall, in accordance with Data Protection Laws, make available to the Customer on request such information that is in its possession or control as is necessary to demonstrate Drivn’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this paragraph 11). To the extent consistent with the forgoing, Drivn shall, however, be entitled to withhold information where it is commercially sensitive or confidential to it or its other customers.

12. Breach

Drivn shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

13. Deletion/return

On the end of the provision of the Services relating to the processing of Protected Data (the Processing End Date), at the Customer’s cost and expense and the Customer’s option, Drivn shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Drivn to store such Protected Data. To the extent the Customer has not notified Drivn within 7 days of the Processing End Date that it requires the return of any Protected Data Drivn is irrevocably authorised to securely dispose of the Protected Data at the Customer’s cost and expense.
On request from the Customer Drivn shall confirm in writing whether or not it has complied with its obligations to dispose of the Protected Data under paragraph 13.1 of this Part A.

14. Survival

This Schedule shall survive termination or expiry of the Contract:
1. indefinitely in the case of paragraph 13 of this Part A; and
2. in the case of all other paragraphs and provisions of this Schedule, until the later of:
  1. the termination or expiry of the Contract; or
  2. return or secure deletion or disposal of the last of the Protected Data in Drivn’s (or any of its Sub-Processor’s) possession or control in accordance with the Contract.

B. Data processing and security details

Section 1 — Data processing details

Processing of the Protected Data by Drivn under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B.

Subject-matter of processing:

Provision of the Drivn services.
Duration of the processing:

For the duration of the Contract.
Nature and purpose of the processing:

For the provision of data consultancy services, including review and modification of structure and configuration of live databases containing personal data.
Type of Personal Data:

Any personal data in Customer Systems to which Drivn is given access in the course of providing the Services.
Categories of Data Subjects:

Customers, employees, or other persons to whom the personal data in the Part B relates.

Section 2 — Minimum technical and organisational security measures

Drivn shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

Password manager applied in respect of Drivn systems
2-factor authentication for cloud-based services
Deletion of any Protected Data once no longer required for the purposes of the Services.
Security measures adopted by Sub-Processors, available on request.