8.2. We shall keep your Data confidential and shall not (without your prior written consent): (a) disclose such information to any third parties other than third party suppliers solely for the purposes of providing the Licenced Software including for data backup purposes or to the extent required by law; or (b) host your Data on servers located outside the European Economic Area; or (c) transfer or permit the transfer of any part of your Data to any territory outside the European Economic Area save to the extent that you may access the Data through the Licenced Software from anywhere in the world.
8.3. You acknowledge that for the purposes of the Data Protection Laws you are the “Data Controller” in respect of the Data and warrants to us that you comply in all respects with all Data Protection Laws and other applicable laws and regulations in respect of your use of the Data on the Licenced Software and transferring the Data to us.
8.4. You acknowledge that for the purposes of the Data Protection Laws we are a “Data Processor” and not a “Data Controller” in relation to the Data and the you. We shall only process the Data in accordance with your instructions and in accordance with this Agreement. You shall at all times remain solely responsible for the processing of the Data.
8.5. You hereby indemnify and shall keep indemnified us at all times from any and all costs, claims, expenses or liability arising directly or indirectly as a result of any: (a) breach by the you of any Data Protection Laws or other applicable laws or regulations in respect of the Data or your use of the Licenced Software.
8.6. We have implemented appropriate operational and technological processes and procedures and security measures in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of your Data.
8.7. We shall promptly notify you of any subject access requests or other notices we receive in relation to your Data (to the extent it is permitted in law to do so) and shall provide all reasonable assistance, at your cost, to you in complying with the your obligations in respect of your Data.
8.8. In the event that we suspect or discover a Security Breach, we will: a) promptly, but in any event within 1 Business Day, notify you; b) undertake an investigation to identify the cause, effect and impact of such Security Breach and the steps required to avoid, contain or mitigate the adverse impact of such Security Breach; and c) devise and implement a remedial plan to ensure the Security Breach does not reoccur.
8.9. We shall a) take reasonable steps to ensure the reliability of personnel who have access to your Data; b) ensure that only those personnel who need to have access to your Data are granted such access only for the performance of the Licenced Software and are informed of the confidential nature of your Data; c) procure that our personnel shall comply with the terms of this Agreement and the provisions of the Data Protection Laws in relation to your Data.
8.10. Notwithstanding any other provision of this Agreement we are permitted to extract aggregated anonymised data from your use of the Licenced Software, including your Data for your own business purposes to develop and improve the Licenced Software; and, where the relevant individuals have consented to such use, to provide such aggregated anonymised statistical data to third parties provided always that no personally identifiable information shall be disclosed.