Terms and Conditions
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DEFINITIONS AND INTERPRETATION
Headings used herein are for convenience of reference only, and shall not affect the construction of, or be taken into consideration in interpreting, these Terms and Conditions and any related agreements.
In these Terms and Conditions and any agreements, all capitalised words and expressions shall be construed as having the meanings attributed to them as specified herein.
References in these Terms and Conditions to sections, paragraphs and schedules are to sections and paragraphs in and schedules to these Terms and Conditions and shall be deemed to form part of them.
“Affiliate” means an entity that controls, is controlled by or is under common control with Truva Corp Holdings Limited, either directly or indirectly through one or more other entities that control, are controlled by or are under common control with such entity. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, through membership, by contract or otherwise.
“CDD” means customer due diligence checks required to be undertaken by Truva Corp in relation to Clients.
“Client” means any person that engages Truva Corp to provide Services to it pursuant to a Client Agreement.
“Client Agreement” means any agreement governing the provision of Services by Truva Corp.
“Confidential Information” means all information in any form or on any medium disclosed by Truva Corp to a Client that is marked as being confidential or proprietary or is, by its nature, commercially-sensitive.
“Data Protection Legislation” shall mean (i) the Data Protection Act 2018 and (ii) the Retained Regulation (EU) (2016/479) (the “UK GDPR”) and any implementing laws, regulations and secondary legislation, as amended or updated from time to time, including any successor legislation to the UK GDPR
“Data Subject” mean any director, officer or employee of a Client.
“Force Majeure” means a major cause beyond Truva Corp’s reasonable control including, without limitation, any law or any action taken by governmental or supranational bodies or public authorities, including a failure to grant a necessary licence or consent.
“Personal Data” means any personal data of a Data Subject from which that person can be identified. It does not include data where the identity has been removed.
“Processing” means every operation which is performed with regard to Personal Data, including without limitation the collection, recording, organization, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, combining, linking to other data, blocking, erasure or destruction of Personal Data.
“Requirement of Law” in respect of any person shall mean: (a) any law, treaty, rule, requirement or regulation; (b) a notice by or an order of any court having jurisdiction; (c) a mandatory requirement of any regulatory authority having jurisdiction; or (d) a determination of any arbitrator of governmental authority, in each case applicable to or binding upon that person or to which that person is subject or with which it is customary for it to comply.
“Services” means all services to be provided by Truva Corp pursuant to Client Agreement.
“Terms and Conditions” means these terms and conditions as amended from time to time.
“Truva Corp” means Truva Corp Holdings Limited and each of its Affiliates.
TERMS AND CONDITIONS
Truva Corp will provide all Services on the basis of these Terms and Conditions and each Client Agreement.
These Terms and Conditions are deemed to be incorporated into all agreements and engagements with and proposals to Clients. Where there is any conflict between the terms of a Client Agreement and these Terms and Conditions, these Terms and Conditions will prevail. In the event of a conflict between the terms of a Client Agreement, these Terms and Conditions and a Requirement of Law, the Requirement of Law shall prevail.
Notwithstanding any provision in these Terms and Conditions or a Client Agreement, Truva Corp may act or refrain from acting when Truva Corp has a fiduciary duty and Truva Corp considers it necessary, expedient or prudent to do so or where a conflict of interest has arisen, or where there would be a breach of any Requirement of Law.
ENGAGEMENT OF TRUVA CORP TO PROVIDE SERVICES.
Truva Corp will provide all Services in compliance with any Requirement of Law including, without limitation, those related to business organisation and the prevention of money laundering.
All draft contractual documents produced or amended by Truva Corp to which Truva Corp is or intended to be a party constitute Truva Corp offer of the basis upon which it is willing to enter into such contracts.
Except where a Client expressly instructs Truva Corp otherwise, Truva Corp is entitled to assume that instructions have been properly authorised by a Client if they are given by an individual who is a director or employee of a Client. Instructions may be given in person, by telephone or in writing, including by electronic means.
DUE DILIGENCE
Truva Corp will request CDD from each Client and perform checks on it prior to entering into any Client Agreement.
Truva Corp operates a risk based approach to its own CDD and a continuous compliance environment. Additional checks and information and documents may be requested from Clients time to time. Enhanced due diligence will be undertaken if appropriate based on the risk assessment. Clients must provide all requested information promptly to enable Truva Corp to discharge its’ regulatory obligations.
Clients have an on-going duty to immediately inform Truva Corp in connection with any changes or inaccuracy regarding both their CDD information and Personal Data, and must immediately provide Truva Corp with evidence of any changes including with respect to: any changes in the beneficial ownership or control of the shares/interest of the Client; any pledge, transfer or assignment of any or all of the shares/interest of the Client; the commencement and any further steps in any proceedings in relation to any assets of the Client; the winding up of the Client; the appointment of an administrator, trustee, and receiver to manage the affairs of the Client; the levying of any execution, distress or diligence or any similar debt recovery process of the Client; and any claim against any material assets of the beneficial owner of the Client.
Truva Corp will not be responsible for carrying out any due diligence on behalf of the Client in relation to a transaction. If requested by the Client, Truva Corp’s role in relation to due diligence will be limited to assisting the Client in coordinating the work of the Client and its other advisers. Truva Corp shall have no responsibility for carrying out any due diligence or providing any advice commonly carried out or provided by any specialist adviser (including tax, valuation, legal, accountancy, or environmental advisers, or ratings agencies).
Truva Corp shall not be liable in respect of any service or advice provided to the Client by any third party.
LEGAL AND TAX ADVICE
The Client agrees and acknowledges that Truva Corp does not provide any tax, legal or investment advice and any advice given or reports prepared for the Client shall not be treated as tax or legal advice.
The Client irrevocably agrees that Truva Corp will have the right to seek independent professional advice at the Client’s expense in case of any matters of complexity. Truva Corp will inform the Client of its intent to exercise such right and the estimate costs involved.
INFORMATION
In providing the Services, Truva Corp will rely on publicly available information and information provided by or on behalf of the Client. The Client represents that all information provided by it or on its behalf to Truva Corp will be accurate and complete in all respects. Truva Corp shall be entitled to rely upon the accuracy and completeness of (and is not assuming any responsibility for independent verification of) such publicly available information and/or information provided by the Client or on its behalf.
FEES, EXPENSES AND PAYMENT
In consideration of the provision of the Services, the Client agrees to be liable for paying Truva Corp or its designees the relevant invoices for the Services rendered.
Truva Corp is entitled, at its sole discretion, to adjust its fees, hourly rates and disbursements due to inflation, changing market standards or conditions, or other special circumstances. Fee rates are set out in each Client Agreement.
Any costs or expense to be incurred in connection with the Services will be paid to Truva Corp in advance.
If Truva Corp is requested by a Client or any governmental regulation or body with respect to the Services provided to that Client to produce documents or Truva Corp’s personnel as a witness or in any other capacity, Truva Corp shall be reimbursed by such Client for its professional time and expenses and for all related legal, translation, notarial or broker expenses.
Invoices are due and payable on delivery of the relevant invoice. For the purpose of invoicing and/or the collection of fees owed, Truva Corp will be entitled to appoint Affiliates or a third party as its invoicing and/or collection agent.
Where applicable, Truva Corp is hereby irrevocably authorised by a Client to debit from the Client’s bank account the sums of money owed to Truva Corp for the Services rendered, any late payment interest charge and any other charges.
Any overdue amount shall bear interest, compounded monthly, commencing thirty (30) days after the due date of the relevant invoice, at a rate of 8% per annum until the date of payment in full. In addition, any costs incurred in recovering overdue amounts will be added.
Acceptance of partial payment or late payment interest charge and other charges by Truva Corp shall in no event constitute a waiver of the default with respect to an overdue amount, and shall not prevent Truva Corp from exercising any of the other rights and remedies available to Truva Corp including, without limitation, the rights to suspend or terminate the provision of Services.
All amounts due shall be paid in full without any deduction or withholding or, set-off.
INDEMNITY
Without prejudice to, and without limiting, any other indemnity in favour of Truva Corp or its Affiliates under a Client Agreement, each Client agrees to indemnify and hold Truva Corp (including its directors, officers and employees) for its’ own account and as trustee for its Affiliates harmless from and against any and all claims in contract, tort or suits instituted by any third party, as well as from and against any liabilities, damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly, by Truva Corp (including, without limitation, any fees, costs and expenses of attorneys, auditors and other experts engaged by Truva Corp), arising out of or in connection with: the Client’s breach or negligent performance or non-performance of these Terms and Conditions or any Client Agreement; any claim made against Truva Corp for actual or alleged infringement of a third party’s intellectual property rights; any claim made against Truva Corp by a third party arising out of, or in connection with, the provision of Services. This indemnity shall not cover Truva Corp to the extent that a claim results from the gross negligence or wilful misconduct of Truva Corp as determined by a final court judgment.
If a payment due under this indemnity is subject to tax (whether by way of direct assessment or withholding at its source), Truva Corp shall be entitled to receive from the Client such amounts as shall ensure that the net receipt, after tax, to Truva Corp in respect of the payment is the same as it would have been, were the payment not subject to tax.
LIABILITY
The parties expressly acknowledge and agree that the limitations and exclusions contained herein represent the parties’ intention as to the allocation of risks hereunder and, thus, the parties agree that these limitations and exclusions are reasonable.
Truva Corp’s totally liability in contract, tort (including gross negligence), breach of any statutory or fiduciary duty, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of these Terms and Conditions and any Client Agreement shall be limited to the fees charged by Truva Corp during the calendar year in which the liability referred to arose.
Truva Corp shall not be liable to a Client for any breach, loss, damage, claims, fines, charges, costs or expenses resulting from actions taken by Truva Corp in discharging Truva Corp’s duties, unless any of the foregoing is the result of and can be attributed to Truva Corp’s gross negligence or wilful misconduct as determined in a final and enforceable judgment issued by a competent court.
All terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and Conditions and each Client Agreement. The obligations of Truva Corp and its Affiliates under these Terms and Conditions are solely in respect of the Services. No recourse shall be had in respect of any obligation or claim arising out of or based upon these Terms and Conditions against any employee, officer, director or secretary of Truva Corp or its Affiliates.
CONFIDENTIALITY
Truva Corp shall be entitled to disclose any information known to Truva Corp or any of its Affiliates relating to the Client’s business or affairs to any governmental or regulatory agency or authority (whether in the United Kingdom or elsewhere) if obliged by any Requirement of Law. Truva Corp will, if it is required to make any disclosure of the kind contemplated by this clause, use its reasonable endeavours to notify the Client before that disclosure if it is not restricted from doing so.
Neither Truva Corp nor any of its Affiliates will have any duty to disclose to the Client any information which comes to its notice (or the notice of any Affiliate) in the course of carrying on any other business or as a result of or in connection with the provision of services to any other person. The Client accepts that Truva Corp and its Affiliates may be prohibited from disclosing, or it may be inappropriate for Truva Corp and its Affiliates to disclose, information to the Client even if it relates to the Client.
The Client will take all reasonably necessary steps to keep confidential the Confidential Information and it will not divulge such Confidential Information to any third party without the express consent of Truva Corp (or to the extent it is obliged by any Requirement of Law to do so and will not use, copy or record the Confidential Information other than in relation to the Services. In relation to the storage, disclosure and use of the Confidential Information, the Client must maintain and exercise: no lesser security measures and degree of care than those which it applies to its own confidential information of a similar character but in no case less than a reasonable level of protection; and all reasonable controls to ensure that the Confidential Information is disclosed by it and/or used by it only in accordance with these Terms and Conditions.
Immediately on the written request from Truva Corp, the Client shall, and shall cause and procure that any authorised recipient shall: destroy all documents, material, or other physical manifestations in its possession, custody, or control that comprise, incorporate, or relate to any of the Confidential Information; and destroy all reproductions and representations of such documents, material, or other physical manifestations made by it, provided that the Client and (if appropriate) its legal advisors may each retain a copy of the Confidential Information to the extent the maintenance of the Confidential Information is required for legal or reasonable internal policy compliance purposes, or is embedded in the Client’s electronic files as part of its normal back-up and archiving procedures on condition that copies so retained remain subject to the confidentiality obligations set out in these Terms and Conditions.
DELEGATION AND OUTSOURCING.
Truva Corp will be entitled to subcontract, outsource, or delegate its obligations to any Affiliate or third-party subject to Truva Corp remaining liable for such obligations.
INTELLECTUAL PROPERTY
The Client is not permitted to use any of Truva Corp trade name(s) or trademark(s) (word or device) or any other intellectual property rights owned by or licensed to Truva Corp without express consent in writing from Truva Corp.
Neither these Terms and Conditions, nor any Client Agreement, nor any disclosure of Confidential Information grants the Client any license under any patents, copyrights or other intellectual property rights.
CONFLICT OF INTEREST
Nothing herein or in a Client Agreement, shall in any way preclude Truva Corp and its officers, employees, agents, representatives, members or Affiliates from engaging in any business activities or from performing services for its or their own account or for the account of others, including (without limitation) the rendering of services to other companies that may be in competition with the business conducted by a Client.
ANNOUNCEMENTS
The Client shall not make, or permit any person to make, any public announcement concerning their relationship with Truva Corp without prior written consent of Truva Corp except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction.
LEGAL AND REGULATORY REQUIREMENTS
The Client confirms that it has obtained (and shall maintain) all authorisations, consents, licences and approvals required to conduct its business.
The Client confirms that it will comply and will procure that all its affiliates will comply with all relevant laws and regulations in any relevant jurisdiction
The Client undertakes that it shall not engage in any illegal activities designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, pornography, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to embargo imposed by the Security Council of the United Nations, the United States, the United Kingdom, the European Union or any successor or similar international organization.
FORCE MAJEURE
The obligations of Truva Corp will be suspended during any period of Force Majeure. In the event of the occurrence of any Force Majeure, Truva Corp shall use reasonable efforts to mitigate the effects of Force Majeure in order to perform its obligations under these Terms and Conditions or any Client Agreement.
Truva Corp shall not be liable or have any responsibility of any kind for any loss or damage incurred or suffered by the Client as a result of any failure or delay in the performance of Truva Corp’s obligations hereunder or under any Client Agreement resulting from Force Majeure acts, events or circumstances.
SUSPENSION AND TERMINATION
Without affecting any other right or remedy available to it, Truva Corp may terminate the provision of the Services with immediate effect by giving written notice to the Client if: the Client fails to pay any amount due on the due date for payment and remains in default for no less than 28 calendar days; there is a change of control of the Client; or in the event of any change in nature of business of the Client; or if the Client does not comply with the laws or regulations of any applicable jurisdiction; or Truva Corp is unable to contact representative(s) of the Client for a period in excess of one (1) month; or in the absolute discretion of Truva Corp, it determines that continuing to work with the Client may have adverse consequences for Truva Corp in terms of its commercial, legal, regulatory or reputational interests; or in the event that the Client is the subject of investigation by a regulator or governmental authority for involvement in any money laundering activity or is charged with any criminal offence.
Upon termination of the provision of Services to the Client the Client shall immediately pay all of Truva Corp’s outstanding unpaid invoices.
Termination or expiry of these Terms and Conditions or any Client Agreement 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 which existed at or before the date of termination or expiry.
NOTICES
For the purposes of these Terms and Conditions only, a notice, invoice or any other message shall be deemed to have been received by the Client at the following times: if sent by courier: at the moment of delivery by the courier to the Client; if sent by registered letter: on the date noted on the return receipt; and if sent by e-mail or facsimile: on the date of sending or successful transmission.
AMENDMENTS AND VARIATION
No variation or amendment to a Client Agreement shall be valid or effective unless in writing and signed by authorised representatives of each party hereto. Truva Corp shall have the right to make any changes to these Terms and Conditions.
SEVERANCE
If a provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable or the parties shall negotiate in good faith with a view toward substituting therefor a suitable and equitable solution in order to carry out the intent and purpose of such invalid provision.
Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of these Terms and Conditions.
WAIVER
No failure or delay by Truva Corp to exercise any right or remedy provided under a Client Agreement or these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
ASSIGNMENT AND NOVATION
Clients may not assign and/or novate their rights and obligations under any agreement with Truva Corp without the prior written consent of Truva Corp.
Truva Corp shall have the right to assign and/or novate its rights and obligations under any agreement to any Affiliates or third parties.
ENTIRE AGREEMENT
These Terms and Conditions and any Client Agreement contain the entire agreement between the parties with respect to the Services and the Client Agreement may not be amended except in writing signed by each party.
THIRD PARTIES
Each Affiliate of Truva Corp shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce its rights against a Client under these Terms and Conditions or any Client Agreement (provided that Truva Corp shall have the sole right to decide whether or not to enforce such rights and the terms and conditions of that enforcement).
DATA PROTECTION
Truva Corp will comply with all applicable requirements of the Data Protection Legislation.
Truva Corp’s Privacy Notice explains how Truva Corp uses personal data and manages its’ obligations under the Data Protection Legislation. It is available here.
The Client will ensure that it has all necessary or appropriate consents and notices in place to enable lawful transfer of any personal data (as that term is defined in the Data Protection Legislation) to Truva Corp as needed by Truva Corp to provide the Services.
If Truva Corp acts as a data processor for a Client the provisions of the Personal Data Protection Schedule attached hereto will apply. The Personal Data Protection Schedule is an integrated part of these Terms and Conditions and any Client Agreement. In the event of a conflict between the terms of a Client Agreement and the Personal Data Protection Schedule the terms of the Client Agreement shall prevail regarding all (but only) personal data protection aspects.
RIGHTS AND REMEDIES
The rights and remedies provided to Truva Corp under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
NO PARTNERSHIP OR AGENCY
Nothing in these Terms and Conditions and under any Client Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. The place of business of Truva Corp or any activities undertaken by Truva Corp shall not be deemed to be an office, place of business or permanent establishment of the Client.
GOVERNING LAW
These Terms and Conditions and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law.
COMMUNICATION
All notices and other communications to be made or given pursuant to these Terms and Conditions will be in the English language.
Truva Corp may act and rely upon written or electronic requests, notifications, instruments or documents of any kind which appear to have been signed (in original or facsimile or scanned image), endorsed or prepared or sent by the Client or an authorised person for the Client provided that Truva Corp at its sole discretion has the right to verify or authenticate any such request, notification, instrument or document, but shall have no obligation to verify or authenticate any request, notification, instrument or document received via telephone, facsimile or electronic email and all actions thereof shall be conclusive and binding on the Client.
The Client gives its express consent to receive regular electronic marketing materials and email alerts.
PERSONAL DATA PROTECTION SCHEDULE
All Clients must comply with the Data Protection Legislation governing the Processing of Personal Data, including, but not limited to, data retention periods, the information of the Data Subjects concerned and the lawfulness of Processing. All Clients must inform Data Subjects of the Processing of their Personal Data under any Client Agreement and that there is an adequate legal basis for such Processing. The Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which the Client acquired Personal Data. The Client shall indemnify and hold Truva Corp completely harmless in case of any claim by a third party in this respect.
Truva Corp is an independent data controller for its own activities such as complying with commercial and other applicable legal duties and obligations (including anti-money laundering, corporate and tax reporting) and fulfilling requests from competent authorities, etc. When Processing Personal Data as a Data Controller, Truva Corp undertakes to comply with its Privacy Notice, available here.
Truva Corp may also acts as a Personal Data processor for the Client for the provision of the Services as set out below:
Description of the Processing
- Nature of the operations carried out
- Collection, analysis, distribution and archiving of the personal data for the provision of the Services
Category(ies) of Personal Data processed
Identification data (e.g. name, surname, passport, social security number), contact details (e.g. postal address, email address, telephone number), financial data (e.g. assets, bank account number, tax references, tax residence).
Category(ies) of Data Subjects
Each of the ultimate beneficial owners (including his/her personal advisers, representatives, successors) and each of the natural persons acting as the Client’s shareholder, director, officer, agent, intermediary, point of contact and advisor.
Conditions of the Processing
Truva Corp shall treat Personal Data as Confidential Information, and shall only process Personal Data on behalf of and in accordance with the Client’s documented instructions (which shall be in compliance with the Data Protection Legislation) for the following purposes: (i) Processing in accordance with the Client Agreement; (ii) Processing to comply with other documented reasonable instructions provided by the Client (e.g., via email) where such instructions are consistent with the terms of the Client Agreement.
Truva Corp shall not be under any obligation to verify compliance by the Client with Data Protection Legislation. However, if Truva Corp considers that an instruction of the Client might infringe such Data Protection Legislation and any Requirement of Law, it is entitled to refuse to execute such an instruction. In such a situation, Truva Corp will immediately inform the Client.
Security
Truva Corp shall implement appropriate technical and organisational security measures to protect the Personal Data against accidental or unlawful destruction, loss or alteration and against unauthorised disclosure, abuse or other Processing in violation of the provisions laid down in the Data Protection Legislation. Upon prior written request of the Client, Truva Corp will provide a copy of the latest version of the relevant technical and organisational security measures and / or give the Client sufficient information to ensure that Truva Corp has implemented the appropriate technical and organisational security measures.
Truva Corp personnel
Truva Corp shall ensure that its personnel engaged in the Processing of Personal Data is informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Truva Corp shall ensure that such confidentiality obligations survive the termination of Truva Corp personnel’s employment or engagement. Truva Corp shall ensure that Truva Corp personnel’s access to Personal Data is limited to only the relevant personnel performing Services in accordance with the Client Agreement.
Assistance
Upon the Client’s request, and at the Client’s cost, Truva Corp shall provide the Client with reasonable information, cooperation and assistance needed for it to demonstrate compliance with the obligations laid down in this Personal Data Protection Schedule. Truva Corp will provide assistance to the Client for it to carry out a data protection impact assessment related to the Client’s use of the Services, to the extent the Client does not otherwise have access to the relevant information, and to the extent such information is available to Truva Corp.
Truva Corp shall provide reasonable assistance to the Client in the cooperation or prior consultation with the supervisory authority in the performance of its tasks relating to this section, to the extent required under the Data Protection Legislation. Within the meaning of Article 28 of the UK GDPR, Truva Corp allows for and contributes to audits, including inspections, conducted by the Client or another auditor mandated by the Client upon twenty (20) calendar days’ prior written notice. Truva Corp will be able to oppose to the auditor appointed by the Client if Truva Corp considers that there is a competitive risk with regard to the identity of the auditor proposed. In such a case, Truva Corp may propose a new auditor to the Client until the Parties reach an agreement on this point. Such audits, including inspections, will be performed at the Client’s cost.
Data Subject Request
Truva Corp shall, to the extent legally permitted, promptly notify the Client if Truva Corp receives a request from a Data Subject to exercise his/her rights as specified under the Data Protection Laws. Taking into account the nature of the Processing, Truva Corp shall assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to a Data Subject request. To the extent legally permitted, the Client shall be responsible for any costs arising from Truva Corp’s provision of such assistance.
Breach of Client’s Personal Data
Truva Corp maintains security incident management policies and procedures and shall notify the Client without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data (as transferred by the Client to Truva Corp in the course of the provision of the Services) of which Truva Corp becomes aware (a “Breach”). Truva Corp shall make reasonable efforts to identify the cause of such Breach and take those steps as Truva Corp deems necessary and reasonable to remediate the cause of such Breach to the extent the remediation is within Truva Corp’s reasonable control. The obligations herein shall not apply to incidents that are caused by the Client.
Use of Subsequent Processor
The Client acknowledges, agrees that and gives its prior general authorisation:
(a) for any Truva Corp Affiliate to be retained as subsequent processors; and
(b) for Truva Corp and its Affiliates to engage third-party subsequent processors in connection with the provision of the Services.
Truva Corp and/or its Affiliates have entered into a written agreement with each subsequent processor containing data protection obligations not less protective than those in this Personal Data Protection Schedule to the extent applicable to the nature of the Services provided by such subsequent processor. For clarity purposes, staff contractually linked to a processor or subsequent processor that have demonstrably been bound to respect the confidentiality as per the Agreement shall not be considered as a subsequent processor in terms of this Personal Data Protection Schedule.
To the extent required under Data Protection Laws, a list of subsequent processors will be made available by Truva Corp upon a Client’s request. If a subsequent processor is not a Truva Corp Affiliate, then Truva Corp undertakes to provide a thirty (30) calendar days prior written notification to the Client requesting the authorisation of the new subsequent processor to process Personal Data in connection with the provision of the applicable Services. The Client may object to Truva Corp’s use of a new subsequent processor by notifying Truva Corp promptly in writing within ten (10) calendar days after the notification set out in the previous paragraph. In the event the Client objects to a new subsequent processor, not forming part of Truva Corp, then Truva Corp will use reasonable efforts to make available to the Client a change in the Services or recommend a commercially reasonable change to the Client’s configuration or use of the Services to avoid Processing of Personal Data by the new subsequent processor objected-to by the Client without unreasonably burdening the Client. If Truva Corp is unable to make available such change within a reasonable period of time, the Client may terminate the applicable Services under the Agreement with respect only to those Services which cannot be provided by Truva Corp without the use of the objected-to new subsequent processor.
Truva Corp shall be liable for the acts and omissions of its subsequent processors to the same extent Truva Corp would be liable if performing the Services of each subsequent processor directly under the terms of this Personal Data Protection Schedule, except as otherwise set forth in the Client Agreement.
Transfer of Personal Data Outside the European Union
Truva Corp is allowed to transfer personal data to a country outside of the European Economic Area providing that (i) such country is covered by an adequacy decision or (ii) Truva Corp has executed the Standard Contractual Clauses as adopted by the European Commission (the “SCCs”) with the recipient of such personal data, to the extent such transfers are subject to such Data Protection Laws. Without prejudice to the above provisions, Truva Corp may transfer personal data to a third country or an international organisation where such transfer is required by Union or Member State law to which Truva Corp is subject. In such a case, Truva Corp shall inform the Client of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
Duration of the Processing
At the Client’s written request and after the termination of a Client Agreement, Truva Corp shall return the Client’s Personal Data to such Client and, to the extent allowed by applicable law, delete the Client’s Personal Data in accordance with Truva Corp’s internal procedure and as set out in its Terms and Conditions.
Dated October 2023
