Terms of Service
Agentimise Terms of Use
The Agentimise GuidanceAI is an online marketplace (the “Platform”). The Platform enables access to digital agents (“Agents”) created and provided by independent third-party developers (“Authors”). Agentimise acts solely as a commercial facilitator and host of the Platform and does not own, develop, or control the content or functionality of the Agents unless expressly stated otherwise.
Use of the Platform is governed by these Terms of Use (“Terms of Use”), which form a legally binding agreement between you (defined in Section 1.1) and Agentimiseai Limited, registered with company number 04389162 whose registered address is Laurel Farm, Winters Hill Durley, Southampton, Hampshire, SO32 2AH (“Agentimise” or “we”).
By placing an Order for an Agent, or accessing or using the Platform, you indicate your assent to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not place an Order or use or access the Platform.
We are constantly trying to improve the Platform, so these Terms of Use may need to change along with the Platform. We reserve the right to change the Terms of Use at any time, but if we do, we will place a notice on our site located at https://agentimise.ai/privacy-policy, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms of Use, you are free to reject them; that will mean you will no longer be able to use the Platform. If you use the Platform in any way after a change to the Terms of Use is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms of Use will be effective unless in writing and signed by both you and Agentimise.
1. Introduction
1.1. Your agreement to these Terms of Use. “you” means the entity you represent in accepting these Terms of Use. By accepting these Terms of Use on behalf of an entity, you represent and warrant that:
You have full legal authority to bind your employer or any such entity that you are acting on behalf of to these Terms of Use;
You have read and understand these Terms of Use;
You agree to these Terms of Use on behalf of the entity that you represent; and
The entity you represent is fully responsible for compliance with these Terms of Use by anyone using the Platform or placing Orders on its behalf.
Any person using the Platform or placing an Order on behalf of an entity is binding that entity to these Terms of Use. These Terms of Use also apply to you if you are browsing the Platform or leaving a review.
1.2. Types of Agents. Some Agents are made available on a free trial, and others require payment of fees. The listing for each Agent will identify the Author of the Agent. Authors create, own and are responsible for their own Agents as further described in these Terms of Use.
1.3. Finding Agents and placing Orders. The Platform includes https://getguidance.ai and any other webpage, application, interface, service or in-product experience at which we make available or list Agents. Likewise, when we refer to “Orders”, that includes any order, purchase, installation, trial, download or enablement of an Agent (including renewals and upgrades), whether through the Platform, or other processes or interfaces we make available. All Orders are subject to these Terms of Use.
2. Your Orders
2.1. Order details. Your Order will identify the Author, your authorised scope of use of the Agent as applicable and license or Subscription term, as applicable. Once you complete your Order, Agentimise will provide you with access to the applicable Agent, including any relevant access information.
2.2. Paid Agents. To receive access to paid Agents, you must pay Agentimise the fees, including all taxes, indicated at the time of your Order. Terms for Agents, including pricing, will be described within the Agent’s listing on the Platform (or if different, your Order). You can terminate your Order at any time within the Platform (but you will not receive any refunds except as described in Section 2.3). For any Agent, you acknowledge and agree that Agentimise is the Author’s commercial agent and that you are required to make any related payments directly to Agentimise (and your sales contract with Agentimise includes these Terms of Use and the applicable Order). However, after you complete your Order, your usage of any Agents will be governed by the applicable Author’s Terms, as described in Section 3.
2.3. Cancellation policy. You may cancel your Agent Subscription at any time within the Platform but you shall continue to be charged for the remainder of the then current billing cycle. At the end of the relevant billing cycle, your access to the Agent will be revoked and your data securely destroyed within thirty (30) days thereafter. If Agentimise or an Author terminates or revokes access to the Platform or an Agent under these Terms of Use except under the conditions of clause 7.1 (Termination for Cause) you shall be entitled to a refund for the then current billing cycle. Except as expressly provided in this Section 2.3, all Orders are non-cancelable and non-refundable.
2.4. Trial periods. The Platform may offer free trial periods for Agents. After expiration of the trial period, if you do not place an Order for the Agent, the Agent will cease to function and your access to the Agent will be revoked and your data securely destroyed within thirty (30) days thereafter.
2.5. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Platform (your “Billing Account”) for any Order. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Use. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to place an Order, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any Order in accordance with the applicable payment terms, and you authorise us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
2.6. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
2.7. Recurring billing. An Order may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan (“Subscription”), you acknowledge that the Subscription has a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g. monthly) without further authorisation from you, until you terminate your Subscription in accordance with this Agreement or wish to change your payment method. To terminate your Subscription or change your payment method go to your account settings in the Platform.
2.8. Subscription fees. Agentimise reserves the right to increase the Subscription fees at any time during the term of the Subscription, provided that you shall be given not less than 30 days' written notice of any increase in the Subscription fees; that any such increase shall be reasonable and proportionate to factors including, but not limited to, increased operational costs, inflation, changes in applicable law, or enhancements to the services provided; and that if you do not accept the increased fees, you shall have the right to terminate the Subscription by giving written notice within 14 days of receipt of the Agentimise’s notice of the price increase. Termination shall take effect at the end of the current billing period. Continued use of the Agent after the effective date of the price increase shall be deemed acceptance of the revised Subscription fees.
3. Use of Agents.
3.1. Author Terms. Without limiting the disclaimers, restrictions or other provisions in these Terms of Use, usage of Agents is subject to the license or Subscription terms, privacy policies and other applicable terms specified by the Author (“Author Terms”). Author Terms are typically included on the Agent’s listing page or presented through the Order process. You may not use an Agent if you do not agree to the relevant Author Terms as they are applicable. By ordering, installing or enabling any Agent, you are entering into the Author Terms directly with the applicable Author. Agentimise is not a party to, or responsible for compliance with, any Author Terms, and does not guarantee any Author Terms are adequate for your own needs. Please see Section 4 (Data Collection and Sharing) for additional information about how Authors use your data.
3.2. Support and maintenance. Any support and maintenance of Agents will be provided by the applicable Author and only to the extent described in the applicable Author Terms. Agentimise is not responsible for any support and maintenance for Agents, and an Author’s failure to provide any support or maintenance does not entitle you to any refund from Agentimise. If Agentimise is providing any services to you outside of the Platform your use of such services will be governed by a Master Services Agreement.
3.3. Reservation of rights. Anything you post, upload, share, store, or otherwise provide through the Platform to an Agent is your “User Submission”. Your User Submissions are owned by you. Except for the rights explicitly granted to you in these Terms of Use and in the Author Terms for each Agent, all right, title and interest (including intellectual property rights) in the Platform are reserved by Agentimise, and all right, title and interest (including intellectual property rights) in the Agents are reserved and retained by their respective Authors and licensors. Agents are provided on a license or Subscription basis, not sold, and you do not acquire any ownership rights in the Platform or the Agents.
4. Data Collection and Sharing.
4.1. Order Information. If you order an Agent through the Platform, Agentimise will provide the Author with the information you provide in completing the Order, such as your name, company name, addresses (including e-mail address) and phone number.
4.2. Author use of data. If you place an Order for an Agent, you authorise Authors to access or use certain data in the applicable Agent product. This may include access to any data you input to the Agent including chat logs for the purposes of audit, quality control and providing support or services to you. Any Author’s use of accessed data (whether data in the Platform or separately collected from you or your device) is subject to the applicable Author Terms. Agentimise is responsible for the security of the Platform but is not responsible for the security or privacy practices of any Author or such Author’s Agents and third party processors if applicable. You are solely responsible for your decision to permit any Author or Agent to access or use data to which you’ve granted access.
4.3. Agentimise’s use of Order data. Any data that Agentimise collects from you and your Orders is subject to the Agentimise Privacy Policy found here https://agentimise.ai/privacy-policy.
4.4. Agentimise’s use of Platform data. Any data that Agentimise collects from you via the Platform and Processes on your behalf or that it receives from Authors on your behalf is subject to the Data Processing Agreement in Schedule 1.
4.5. Analytics and usage data. In addition, you authorise Agentimise to collect and use technical data and related information (including technical information relating to your device, system, and the Agent), in non-personally identifiable form, to facilitate the provision of Platform updates, product support, marketing efforts and other services to you related to the Platform and Agent. Agentimise may use this information, as long as it is in a form that does not personally identify individual users, to improve its products or to provide services or technology to you (including the Platform).
4.6. Account information. When signing up for an account you agree to provide accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission.
5. Your Responsibilities.
5.1. Representations and warranties. You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority (i) to enter into and be legally bound by these Terms of Use, (ii) to place any Orders, and (iii) and to authorise Authors to access and use your data and information as described in Section 4, all without violation of any other agreements or policies.
5.2. Compliance with law and reservation of rights. You must use the Platform and Agents in compliance with all applicable laws.
5.3. Use restrictions. You represent, warrant, and agree that you will not provide or contribute anything to the Platform or an Agent, or otherwise use or interact with the Platform or an Agent, in a manner that:
(a) infringes or violates the intellectual property rights or any other rights of anyone else (including Agentimise or any Author);
(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Agentimise;
(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable;
(d) jeopardizes the security of your account information or anyone else’s (such as allowing someone else to log in to the Platform as you);
(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Platform, or any processes that run or are activated while you are not logged into the Platform, or that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Platforms’ infrastructure);
(h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Platform or Agent (through use of automated means) for any purposes, including without limitation, training of an artificial intelligence model;
(i) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Platform or Agent;
(j) contains software viruses or any other harmful computer codes, files, or programs;
(k) attempts to bypass or circumvent any measures used to prevent or restrict access to the Platform;
(l) modifies, translates, or creates derivative works of any part of the Platform or Agent without Agentimise’s consent;
(m) uses any element of the Platform or Agent output to develop products that compete with Agentimise;
(n) copies, rents, leases, distributes, or otherwise transfers any of the rights received hereunder.
A violation of any of the foregoing is grounds for termination of your right to use or access the Platform and/or Agents.
5.4. Indemnification. You agree to indemnify, defend (at Agentimise’s request) and hold harmless Agentimise, its affiliates, and its and their officers, agents and employees from any claims by third parties, and any related damages, losses or costs (including reasonable legal fees and costs) arising out of your violation of these Terms of Use or the applicable Author Terms, your violation of any rights of a third party, or any content you submit to or publish on the Platform. You may not settle any such claim without Agentimise’s prior written consent.
6. Term and Termination.
6.1. For Cause. Your rights hereunder will automatically terminate upon your failure to comply with any of the provisions in these Terms of Use. In case of such termination, you must cease all use of the Platform, and Agentimise may immediately revoke your access to the Platform and any Agent without notice to you and without refund of any purchases.
6.2. Discontinuation of Platform. Agentimise may terminate these Terms of Use without notice to you if Agentimise, in its discretion, discontinues the Platform.
6.3. Effect on Agents. If these Terms of Use terminate, your rights to use any previously obtained Agents will not survive regardless of any clauses or terms to the contrary found in the applicable Author Terms.
6.4. Discontinuation of Agent. Agentimise may revoke access to an Agent without notice to you in the event that there is a breach or termination of the GetGuidance.AI Author Agreement by the relevant Author. In such event the refund and cancellation provisions of Section 2.3 of these Terms of Use shall apply.
6.5. Survival. Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination. By way of example, all of the following will survive termination: 3.3 (Reservation of Rights), 4 (Data Collection and Sharing), and 5 (Your Responsibilities) through 9 (General).
7. Important Disclaimers and Limitations of Liability.
7.1. Agents. While Agentimise may provide hosting, listing, or onboarding services to Authors, it does not warrant or guarantee the accuracy, completeness, suitability, or reliability of any Agent or its outputs. Agentimise is not responsible for any decisions made by you based on Agent outputs or for any loss or damage arising from reliance on such outputs. Except as expressly provided in these Terms of Use, Agentimise shall have no liability in connection with your use of any Agent, and all such use is at your sole risk. Any output, recommendation, or content generated by an Agent is intended solely for informational or assistive purposes. Such output is not designed or intended to constitute professional advice, nor should it be relied upon as the sole basis for making business, legal, financial, or any other critical decisions. You are solely responsible for evaluating the accuracy, completeness, and relevance of any Agent generated output and are strongly advised to seek independent professional advice before acting upon any such information. Agentimise makes no warranties or representations regarding the correctness or suitability of Agent output for any particular purpose, and expressly disclaims all liability arising from any reliance placed upon it.These disclaimers apply even if an Agent complies with Agentimise’s guidelines for Agents, and even if Agentimise has reviewed, certified, or approved the Agent and/or Author. Any use of Agents is at your sole discretion and risk. Authors are solely responsible for ensuring that any information they submit in connection with any Agent is accurate, complete and correct, and Agentimise is not responsible for the standards or business practices of any Author (whether support, availability, security or otherwise), even if the Author enters into a services agreement with Agentimise for Agent onboarding support. You should always independently verify that any Agent or Author business practices meet your needs. In addition, Agentimise is not responsible for any third party websites to which the Author links from the Platform for their terms of use or privacy policies. You should use your discretion when visiting third party websites.
7.2. Removal of Agents. At any time, Agentimise may remove an Agent from the Platform in accordance with these Terms of Use, and Authors may also update, modify or remove their own Agents at any time.
7.3. Disclaimer of warranties. To the maximum extent permitted by law, Agentimise offers the Platform and all access to Agents “AS IS” and “AS AVAILABLE”, and Agentimise hereby disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to the Platform or these Terms of Use. You may have other statutory rights, in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law.
7.4. Limitations of liability. To the maximum extent permitted by law, in no event will Agentimise be liable for any direct, indirect, consequential, special, exemplary, punitive or other liability related to the Platform or any Agent, including for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business or costs of delay. If the foregoing disclaimer of direct damages is not enforceable at law for any reason, in no event will Agentimise’s aggregate liability to you under these Terms of Use exceed the greater of (i) the amount you paid to Agentimise for the Agent related to your claim, or (ii) one thousand great British pounds (£1,000).
7.5. Basis of bargain; Failure of essential purpose. Agentimise enters into these Terms of Use relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk herein, and you agree that such provisions are an essential basis of the bargain between the parties. You agree that the waivers and limitations specified in this Section 7 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose.
8. Dispute Resolution; Governing Law.
8.1. Informal resolution. In the event of any controversy or claim arising out of or relating to these Terms of Use, the parties will consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms of Use pursuant to Section 8.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 8.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
8.2. Governing Law; Jurisdiction. It is the intention of the parties that performance of and under these Terms of Use, and all legal action, dispute resolution and special proceedings, be construed and governed, to the exclusion of the law of any other forum or jurisdiction, by the laws of England and Wales.
8.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 8.1 (Informal Resolution) and 8.2 (Governing Law; Jurisdiction), nothing in these Terms of Use will prevent Agentimise from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
9. General.
9.1. Changes to terms. Agentimise may modify these Terms of Use at its sole discretion by posting the revised terms on the Platform. You may be required to click to agree to the modified Terms of Use in order to continue using the Platform, and in any event your continued use of the Platform (including any future Orders) after the effective date of the modifications constitutes your acceptance of the modified terms. For clarity, the version of these Terms of Use in place at the time of your Order will apply for purposes of that Order. Except as provided in this Section 10.1, all changes or amendments to these Terms of Use require the written agreement of you and Agentimise.
9.2. Contact Information. For communications concerning these Terms of Use, please write to hello@agentimise.ai,. Agentimise may send you notices through your Platform login or to your email address that is on file with Agentimise.
9.3. Entire agreement. These Terms of Use constitute the entire agreement between the parties with respect to their subject matter and supersedes any and all prior or contemporaneous agreements between the parties with respect to their subject matter. For clarity, this does not limit the Author Terms, which apply in accordance with Section 3 above.
9.4. Interpretation. If any provision of these Terms of Use is held invalid by a court with jurisdiction over the parties to these Terms of Use, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Use will remain in full force and effect. Agentimise’s failure to enforce any provision of these Terms of Use will not constitute a waiver of Agentimise’s rights to subsequently enforce the provision. In these Terms of Use, headings are for convenience only and terms such as “including” are to be construed without limitation.
9.5. Assignment. You may not assign or transfer any of your rights or obligations under these Terms of Use without Agentimise’s prior written consent. However, you may assign these Terms of Use in their entirety to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide Agentimise with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms of Use and complies with Agentimise’s procedural and documentation requirements to give effect to the assignment.
9.6. No agency. Nothing in these Terms of Use or any Order is intended to, or shall be deemed to, make Agentimise your agent, or authorise Agentimise to make or enter into any commitments for you or on your behalf.
9.7. Force Majeure. Neither party will be liable for any failure nor delay in the performance of the Terms of Use which is caused by circumstances out of the reasonable control of a party (“Force Majeure”). The parties are not under any obligation to fulfil any obligation if fulfilment is impossible as a consequence of Force Majeure. If a situation of Force Majeure lasts longer than ninety (90) calendar days, the parties shall have the right to terminate by giving notice to the other party in writing. Termination under this clause will not affect any accrued rights or liabilities of either party as of the termination date.
Last Revised: 18/8/25
Data Processing Agreement
Background.
a) The Controller processes Personal Data in connection with its business activities;
b) The Processor processes Personal Data on behalf of other businesses or organisations as part of its business activities, explicitly in its provision of the Platform;
c) The Controller wishes to engage the services of the Processor to process Personal Data on its behalf.
Definitions.
Any capitalised terms used but not defined below have the meanings in the Terms of Use.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Purposes:the services described in the Terms of Use.
Data Protection Authority:the relevant data protection authority is the Information Commissioners Office (ICO).
Data Protection Legislation:means the Data Protection Act 2018 (DPA2018), United Kingdom General Data Protection Regulation (UK GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003, all the foregoing as amended from time to time, and any legislation implemented in connection with the aforementioned legislation. Where data is processed by a controller or processor established in the European Union or comprises the data of people of the European Union, it also includes the EU General Data Protection Regulation (EU GDPR). This includes any replacement legislation coming into effect from time to time.
Data Security Breach:a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
Data Subject:an identified or identifiable natural person.
Personal Data:any information relating to a Data Subject, in particular where the Data Subject can be identified, directly or indirectly by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Processing:any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Subprocessor:means any entity which provides processing services to the Processor in furtherance of the Processor’s processing on behalf of the Controller.
Scope.
The purpose of this Data Processing Agreement (“DPA”) is to lay down the rights and obligations related to the Processing of Personal Data by the Processor in relation to the Controller’s use of the Platform.
Nature of processing.
The Processor agrees to process Personal Data received under the Controllers access to the Platform and any applicable Order only for the purposes set forth in the Terms of Use. Appendix A describes the general Personal Data categories and Data Subject types the Processor may process to fulfil the Business Purposes of the Terms of Use.
Compliance with laws.
The parties shall each comply with their respective obligations under all applicable Data Protection Legislation.
Controller obligations.
Controller agrees to:
5.1. Provide instructions to the Processor and determine the purposes and general means of the Processor’s Processing of Personal Data in accordance with the Agreement; and
5.2. Comply with its protection, security and other obligations with respect to Personal Data prescribed by Data Protection Legislation for data controllers by: (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Personal Data are processed on behalf of Controller; (b) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and (c) ensuring compliance with the provisions of the Terms of Use by its personnel or by any third-party accessing or using Personal Data on its behalf. Controller specifically acknowledges that its use of the Platform will not violate the rights of any Data Subject.
Processor obligations.
6.1. Processing requirements. The Processor will:
6.1.1. Process Personal Data (i) only for the purpose of providing, supporting and improving the Platform (including to provide insights and other reporting), using appropriate technical and organisational security measures; and (ii) in compliance with the instructions received from Controller. The Processor will not use or process the Personal Data for any other purpose. The Processor will promptly inform the Controller in writing if it cannot comply with the requirements of this DPA, in which case the Controller may terminate the subscription or take any other reasonable action, including suspending data processing operations;
6.1.2. Inform the Controller promptly if, in the Processor’s opinion, an instruction from Controller violates applicable Data Protection Legislation;
6.1.3. If the Processor is collecting Personal Data from individuals on behalf of the Controller, follow the Controller’s instructions regarding such Personal Data collection (including with regard to the provision of notice and exercise of choice);
6.1.4. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on the Processor’s behalf comply with the DPA;
6.1.5. Ensure that its employees, authorised agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Personal Data, including after the end of their respective employment, contract or assignment;
6.1.6. The Controller agrees the Processor shall be permitted to transfer Personal Data to such Subprocessors as are set forth in the Privacy Policy as published on the Processors website: https://agentimise.ai/privacy-policy. which contains a mechanism for you to subscribe to notifications of new Subprocessors. Agentimise will provide such notice, to those emails subscribed, at least thirty (30) days before allowing any new Subprocessor to Process Personal Data. The Processor shall (i) remain liable to the Controller for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on the Processor’s instructions; and (ii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein.
6.1.7. If applicable, the Processor shall maintain a record of processing under Article 30 of the UK GDPR; and
6.1.8. Upon the Controller’s written request, provide the Controller with a summary of the Processor’s privacy and security policies.
6.2. Notice to the Controller. The Processor will inform the Controller if the Processor becomes aware of:
6.2.1. Any non-compliance by the Processor or its employees with this DPA or the Data Protection Legislation relating to the protection of Personal Data Processed under this DPA;
6.2.2. Any legally binding request for disclosure of Personal Data by a law enforcement authority, unless the Processor is otherwise forbidden by law to inform the Controller, for example to preserve the confidentiality of an investigation by law enforcement authorities;
6.2.3. Any notice, inquiry or investigation by a Data Protection Authority with respect to Personal Data; or
6.2.4. Any complaint or request (in particular, requests for access to, rectification or blocking of Personal Data) received directly from Data Subjects of the Controller. The Processor will not respond to any such request without the Controller’s prior written authorisation.
6.3. Assistance to the Controller. The Processor will provide reasonable assistance to the Controller regarding:
6.3.1. Any requests from the Controller’s Data Subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of their Personal Data that the Processor processes for the Controller. In the event that a Data Subject sends such a request directly to the Processor, the Processor will promptly send such request to the Controller;
6.3.2. The investigation of a Data Security Breach and the notification to the Data Protection Authority and the Controller’s Data Subjects regarding such Data Security Breach; and
6.3.3. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Data Protection Authority.
6.3.4. Required Processing. If the Processor is required by Data Protection Legislation to Process any Personal Data for a reason other than providing the services described in the Terms of Use, the Processor will inform the Controller of this requirement in advance of any Processing, unless the Processor is legally prohibited from informing the Controller of such Processing.
6.4. Security. The Processor will:
6.4.1. Maintain appropriate organisational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Personal Data while in transit and at rest) to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of Personal Data;
6.4.2. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all the Processor’s personnel with respect to Personal Data and liable for any failure by such personnel to meet the terms of this DPA;
6.4.3. Take reasonable steps to confirm that all the Processor’s personnel are protecting the security, privacy and confidentiality of Personal Data consistent with the requirements of this DPA; and
6.4.4. Notify the Controller of any Data Security Breach by the Processor, its Subprocessors, or any other third parties acting on the Processor’s behalf without undue delay and in any event within 48 hours of becoming aware of a Data Security Breach.
Audit and certification.
7.1. Data Protection Authority Audit. If a Data Protection Authority requires an audit of the data processing facilities from which the Processor processes Personal Data in order to ascertain or monitor the Controller’s compliance with Data Protection Legislation, the Processor will cooperate with such audit. The Controller is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time the Processor expends for any such audit, in addition to the rates for services performed by the Processor under the Terms of Use.
7.2. Audits. The Processor must, upon the Controller’s written request (not to exceed one request per calendar year) by email to hello@agentimise.ai, certify compliance with this DPA in writing. The Processor will provide to the Controller each year an opinion report provided by an accredited, third-party audit firm standards applicable to the services under the Agreement (“Report”). If a Report does not provide, in the Controller’s reasonable judgment, sufficient information to confirm the Processor’s compliance with the terms of this DPA, then the Controller or an accredited third-party audit firm agreed to by both the Controller and the Processor may audit the Processor’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to the Processor (with no less than 10 business days) and subject to reasonable confidentiality procedures. The Controller is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time the Processor expends for any such audit. Before the commencement of any such audit, the Controller and the Processor shall mutually agree upon the scope, timing, and duration of the audit. The Controller shall promptly notify the Processor with information regarding any non-compliance discovered during the course of an audit. The Controller may not audit the Processor more than once annually. Upon the Controller’s written request at reasonable intervals, and subject to confidentiality obligations set forth in the Terms of Use, the Processor shall make available to the Controller a copy of the Processor’s then most recent third-party audits or certifications, as applicable.
7.3. Data Protection Impact Assessment. Upon the Controller’s written request, the Processor shall provide the Controller with reasonable cooperation and assistance needed to fulfill the Controller’s obligation under any applicable Data Protection Legislation and to carry out a data protection impact assessment related to the Controller’s use of the Processor’s services, to the extent the Controller does not otherwise have access to the relevant information, and to the extent such information is available to the Processor.
Data transfers.
The Controller acknowledges that the Processor may transfer and process Personal Data anywhere in the world where the Processor, its affiliate or subsidiary companies, or its Subprocessors maintain data processing operations provided the appropriate safeguard mechanisms are and remain in place. The Processor shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Legislation and this DPA.
Data return and deletion.
The Parties agree that upon the Controller’s reasonable written request, the Processor shall, and shall cause any Subprocessors to, at the choice of the Controller, return all the Personal Data and copies of such data to the Controller or securely destroy them and demonstrate to the satisfaction of the Controller that it has taken such measures within 30 days of receipt of such request, unless Data Protection Legislation prevents the Processor from returning or destroying all or part of the Personal Data disclosed. In such cases, the Processor agrees to preserve the confidentiality of the Personal Data retained by it and that it will only actively process such Personal Data after such date in order to comply with applicable laws. In any event, Personal Data will be securely destroyed within thirty (30) days of the termination date however so occurring.
Third party data processors.
The Controller acknowledges that in the provision of the Platform, the Processor, on receipt of instructions from the Controller, may transfer Personal Data to and otherwise interact with third party data processors. The Controller agrees that if and to the extent such transfers occur, the Controller is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Legislation. For the avoidance of doubt, such third-party data processors are not Subprocessors.
Appendix A - Data Processing Activities
Nature of data processing
The Processor provides access to Agents via the Platform, which it hosts. The Controller may submit data for the purposes of using the Agent. Such data is hosted by the Processor.
Data subjects
Potential and actual employees of the Controller;
Third parties that have, or may have, a commercial relationship with the Controller (e.g. customers, contractors, etc);
Authorised users by the Controller to use the Processor’s services; and
Those whose Personal Data is input to the Agent by the Controller.
Categories of data
The data is the Personal Data input to the Agent by the Controller hosted by the Processor.
Frequency of processing
Continuous.
Lawful basis of data processing
The purpose of the processing is to enable the Processor to provide access to the Agent pursuant to an Order under the Terms of Use. The lawful basis for Processing is contractual obligation in order to fulfill the Order.
Duration of processing
Agentimise will process the data until the termination occurs in accordance with these Terms of Use however so occurring.