AMNET TERMS OF BUSINESS

1.                Definitions 

In the Agreement, the following definitions are used:

Ad or Ads means any advertisement or advertisements promoting the products and/or services of Advertiser.

Ad Tag means a piece of HTML on a webpage that will contact an Ad server and request an Ad.

Advertiser means Advertiser whose services/products are the subject of the Ads and who appoints Amnet in accordance with clause 3.

Advertiser Personal Data shall have the meaning given to it in clause 6 below.

Agency means the media agency appointed by Advertiser to procure the Services on its behalf in accordance with an Insertion Order.

Agreement means these terms of business, together with any terms appearing in an Insertion Order except, to the extent any such terms expressly conflict, these terms of business shall prevail.

Amnet means Amnet Limited, a company incorporated in England with registered number 03148086.

“Applicable Law” means (i) any and all laws, statutes, regulations, by-laws, orders, ordinances and court decrees that apply to the performance and supply of the Services or the processing of Advertiser Personal Data, and (ii) the terms and conditions of any applicable approvals, consents, exemptions, filings, licences, authorities, permits, registrations or waivers issued or granted by, or any binding requirement, instruction, direction or order of, any applicable government department, authority or agency having jurisdiction in respect of that matter.

Confidential Information means information that concerns the financial and commercial terms of this Agreement or that relates to any party's business plans, intentions, operations, processes, media plans, marketing surveys, research and data, product information, know-how, trade secrets, market opportunities, business affairs and any other similar information, but excluding any information that: (i) is, or later rightfully becomes, available to the public; (ii) was in the recipient's rightful possession prior to receipt of the information from the discloser; (iii) is later disclosed to the recipient by a third party who has no obligation of confidentiality; (iv) is independently developed by the recipient without the use or benefit of the Confidential Information; or (v) is required to be disclosed by applicable law or regulation or pursuant to a court order or other legal process of competent jurisdiction.

Content means images, graphics, text, data, links or other objects supplied by Advertiser, or Agency on its behalf, to Amnet for inclusion in the Ads.

Cookie means a parcel of text sent by a server to the cookie file in a user’s browser and then sent back unchanged by the user each time it accesses that server.  HTTP cookies are used for authentication, session tracking, and storing non-personally identifying information about specific users, such as site preferences or buying habits.

Data means all data (aggregated or non-aggregated), statistics, code or similar information provided by Advertiser or generated or collected by Amnet or the Services Network in performing the Services that directly relate to the Advertiser (including but not limited to any Advertiser Personal Data).

Data Protection Legislation means the Data Protection Directive 95/46/EC and any other applicable laws relating to the processing of personal data under this Agreement including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all related regulations, regulatory codes of practice, opinions and guidance issued from time to time, and in each case any amending, superseding or replacement applicable law including the General Data Protection Regulation 2016/679/EU (“GDPR”) which will come into force on 25 May 2018 and any other applicable local legislation.

Insertion Order means an insertion order or similar approval document such as a media authorisation form, media plan or other written document acceptable to Amnet which is submitted online, by email or otherwise (i) to Amnet by Advertiser or Agency or (ii) to Agency by Advertiser, as the case may be, requesting the Services. 

Inventory means the advertising web-space of publishers and other media owners and related data.

Parties means the parties to this Agreement from time to time and Party shall mean any one of them.

Products means certain products which may be offered in conjunction with the Services, including, but not limited to: audience data management; audience targeting across IP-enabled devices (display, mobile and video) and audience reporting and performance analysis; real-time bidding; display; video; mobile; real-time optimisation; Facebook Exchange; lead generation; CPC/CPA campaigns; audience analysis; search re-targeting; audience discovery; and campaign reporting/performance analysis.

Pixel means a snippet of code that calls for a 1x1 transparent pixel to be delivered to a webpage by a third party server to allow the third party server to record information such as the IP address of the user's computer, URL of the page, and time the page was viewed.

Services means digital media services, including delivery of certain Products and the purchase of Inventory within Ad exchanges and other media sources via Amnet’s trading platform, as more particularly set out in an Insertion Order.

Services Network means any third parties that Amnet engages or makes purchases from in relation to the display of Ads and the provision of the Services, including: publishers, media owners, audience centres, demand-side platform providers, Ad servers, data partners, brand safety, ad fraud and/or viewability solution providers, creative providers and/or Ad exchanges.

Services Technology Stack means the technologies utilised by Amnet and the Services Network to provide the Services which primarily enable Ads to be targeted at members of a target audience identified on the basis of the websites they visit, activity on such websites, such as their purchasing activity, together with features such as the gender and location of the audience members.

Technologies include Cookies, Ad Tags, Pixels and similar other forms of computer code.

Website means a website owned or operated by Advertiser, including any links to such website that may be incorporated in the Ads.

Year means the twelve (12) month period following the date of the first Insertion Order and each anniversary thereof.

References to “in writing” include in written form, by email or by online acceptance.

 2.               Services

Amnet leverages the Services Technology Stack in order to offer programmatic buying and real time bidding of display, video and mobile media and, when they become internet enabled, other media channels.  This Agreement applies to the provision of the Services.

3.                Appointment

Amnet may be appointed to provide the Services either by: (i) an Advertiser directly; or (ii) an Agency, acting on behalf of Advertiser (whether such Agency is acting as principal or agent at law).   Irrespective of the method of appointment, this Agreement shall bind Advertiser upon the execution of an Insertion Order and by executing an Insertion Order Advertiser confirms that it has accepted this Agreement.  If the Insertion Order is executed by an Agency, Agency warrants and represents that it has Advertiser’s authority to enter into this Agreement and will ensure that where applicable it and Advertiser complies with and is subject to all of the provisions of this Agreement.   This Agreement applies to the exclusion of all other terms and conditions governing the provision of the Services, including any agreements between Agency and Advertiser. 

By appointing Amnet to provide the Services, for and on behalf of Advertiser, Agency shall be afforded the full benefit of all rights, limitations and protections as are granted to Amnet under this Agreement and Agency shall procure that Amnet shall provide the Services to Advertiser pursuant to the terms of this Agreement.

4.                Provision of the Services

Amnet is a separate and distinct legal entity from the Agency and trades as legal principal as a matter of law.  Following submission of an Insertion Order, Advertiser or Agency shall supply Amnet with the Content necessary to provide the Services detailed in such Insertion Order for inclusion in the Ads. In case of delay by Advertiser in providing such Content, neither Amnet nor Agency shall have any liability to the extent Amnet is unable to provide the Services and deliver the Services by the agreed dates.

Amnet has implemented measures and engaged its Services Network to detect and prevent brand safety, ad fraud and viewability issues. Advertiser acknowledges and agrees that, as Ads are displayed on websites determined by the Services Technology Stack, their display is not ultimately within the control of Amnet. Accordingly, Amnet does not guarantee that its measures or the Services Network will be successful in every instance.

Amnet will promptly take steps to remove Ads that are displayed in environments that do not comply with abovementioned measures, upon becoming aware of such display.

The Products are procured from third parties and so Amnet can only warrant that the Products will be provided using reasonable skill and care.

Amnet will not be held responsible for any delays or errors with the proper implementation of Technologies associated with a particular Advertiser campaign.

Amnet makes no warranties of any kind with respect to the Services, the Services Technology Stack or the Services Network or any data supplied thereby, whether express or implied, including any implied warranties as to merchantability, non-infringement, non-interruption, accuracy or fitness for a particular purpose.

5.                Invoicing and Payment

Advertiser, or as the case may be, Agency shall pay Amnet the amounts appearing in an Insertion Order. 

All amounts are due to Amnet by the 25th day following the month of the Ads appearing. 

Amnet shall also be entitled to separately invoice for: (i) all related out-of-pocket costs, administrative fees, or expenses incurred by Amnet in performing the Services; (ii) interest on any outstanding balance owed to Amnet at the polish statutory rate for late payment in commercial transaction from the date the invoice became due for payment until the date it is paid in full; (iii) any costs incurred by Amnet or Agency in recovering debts owed by Advertiser; and (iv) any administrative compliance fee because of an act or omission of the Advertiser to supply Ads or Content in accordance with Amnet’s reasonable instructions.

6.                Intellectual Property and Data

No Party shall acquire any intellectual property rights of the other in connection with the provision of the Services and each Party remains the sole owner of any and all intellectual property rights it owned or used prior to the execution of this Agreement.

Advertiser shall retain ownership of all Data.  Amnet shall have a worldwide, royalty free, non-exclusive, transferable licence to use and otherwise process Data in order to provide, operate, maintain and enhance the Services, the Services Technology Stack and any Products or programs connected to the provision of the Services including, without limitation, the right to disclose Data with entities of the Services Network and, where necessary, to sub-licence the same rights to media owners and sub-contractors strictly in connection with the performance of the Services.  The licence granted under this provision to Amnet is granted on the following conditions: (i) Data collected in respect of a particular Advertiser will not be used for the benefit of another Advertiser; and/or (ii) following termination or expiry of the Agreement, Amnet shall have the right, for a period of 6 months from such termination or expiry, to use the Data for the purposes of internal reporting (including the compilation of statistics), evaluating the Services, and improving the Services Technology Stack, and to disclose the Data if required by applicable law or regulation or pursuant to a court order or other legal process.      The Data will not be shared or pooled with the data of other advertisers

Advertiser grants Amnet a worldwide, royalty-free, non-exclusive transferable licence to use and reproduce any intellectual property rights in and to the Content (including, for the avoidance of doubt, any Advertiser trade and service marks) and to distribute or, in the case of trade or service marks, reproduce the same within the Services Network for the purposes of providing the Services. 

In performing the Services, Amnet may be required to contract with external providers and/or media owners that service the Services Network and who may utilise all or some of the Technologies for media targeting purposes and may insert the same on a Website.  Any Data received by such providers and/or media owners will be used only for performing the Services.  The Parties agree and acknowledge that Advertiser shall be solely responsible in relation to maintaining a privacy policy that covers the Services and, in particular, but without limitation, discloses that third parties may place Technologies on the browsers of visitors to its Website(s) and may send their own Cookies to the visitors' Cookie file.  These Technologies allow the Services Technology Stack to serve Ads.  Amnet shall use reasonable endeavours to ensure that each Ad will incorporate an icon that will include information for visitors on how to opt-out of being retargeted.

To the extent that any Data contains personal data, the Parties acknowledge that the Advertiser will be acting as data controller. Accordingly, Amnet will only use personal data provided by the Advertiser or generated or collected on the Advertiser’s behalf (“Advertiser Personal Data”) in accordance with the documented instructions of: (i) the Advertiser (where Amnet is appointed directly), as a data processor; or (ii) the Agency (acting on behalf of the Advertiser, whether as principal or agent), as a sub-data processor. The Agency warrants and represents that any instructions communicated to Amnet, under this Agreement, accurately reflect the Advertiser’s instructions; and Amnet will not be responsible or liable for any inaccuracies. The terms “data controller”, “data processor”, “data subject” and “personal data” shall have the meanings given to them in Data Protection Legislation. Amnet’s Data Protection Terms will apply to the Services and this Agreement as set out in Schedule 1 (Data Protection Terms).

7.                Warranties

Each Party warrants and represents to the other that it has the right, power and authority to enter into this Agreement, grant the rights, give the undertakings and perform the obligations required under this Agreement.

Advertiser agrees and acknowledges that it will be solely responsible for the Content and Advertiser warrants and represents that it possesses all consents, licences and other rights necessary to promote the Content and that the Content, including all Websites which promote the Content: (i) is not misleading, inaccurate, indecent, libellous or unlawful; (ii) does not violate the rights of any third party; (iii) shall not harm or adversely affect the operation of the Services Technology Stack or any webspaces of any third party, publisher or media owner in which it is displayed; (iv) complies at all times with all applicable laws, statutes or regulations, advertising and marketing codes of practice and standards in any jurisdiction in which its Ads are displayed; and (v) does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation.

Advertiser shall defend, indemnify, and hold Agency and Amnet, as the case may be, harmless from and against any proceedings, damages, costs, liabilities and expenses (including court costs and legal fees), suffered or incurred as a result of any breach of the warranty given by Advertiser in the preceding paragraph.

8.                Confidentiality 

Each Party agrees to take commercially reasonable precautions to protect from disclosure the Confidential Information that it receives from the other.

9.                Termination and Suspension

This Agreement shall remain in effect while any Services are being rendered to Advertiser.  Notwithstanding, the Agreement may be terminated by any Party on not less than 30 days’ written notice to the other for any or no reason, or immediately where one Party is in material breach of this Agreement, which includes, without limitation, non-payment of any amounts due, or is about to become insolvent, enter into an arrangement with its creditors or process having similar effect, in these circumstances the non-breaching Party may terminate this Agreement with immediate effect.

Any termination of this Agreement will not affect the Parties’ rights and obligations hereunder arising prior to the date of termination and, notwithstanding any such termination, Advertiser or Agency as the case may be will remain fully responsible and liable for all charges, expenses and fees incurred or earned prior to the date of termination.  Notwithstanding any other provision in this Agreement or any other applicable agreement, in the event any Party gives notice of termination, Amnet will not be required to place or purchase any media time and/or space for Advertiser or Agency, as the case may be, subsequent to the date of the notice of termination, unless Advertiser or Agency on its behalf, advances the funds or pre-pays the payment for such media time and/or space. In the event that Advertiser or Agency on its behalf requests the cancellation of bookings after the cancellation deadlines, Amnet will use all reasonable endeavours to obtain acceptance of such cancellation.  However, Amnet cannot guarantee acceptance of such. Should Advertiser or Agency on its behalf require any cancellation or amendment to the booking of campaigns which result in additional costs, e.g. retrospective rate adjustments, cancellation charges or lower discounts from the media, Advertiser or Agency on its behalf, will be required to reimburse Amnet for the additional costs incurred during and after the termination of this Agreement and compensate Amnet by paying a cancellation fee equivalent to the sum of any additional costs incurred by Amnet as a result of cancellation of that Insertion Order.

If Advertiser fails to pay any fees or costs invoiced by Amnet or Agency within thirty (30) days following the payment due date, Amnet shall have the right to suspend performance of the Services without notice to Advertiser, such Services not to be reinstated until Advertiser pays all such overdue amounts.

10.              Limitation of Liability

Amnet’s aggregate liability to Advertiser and/or Agency under or in connection with this Agreement (including all Insertion Orders), howsoever arising and whether caused by tort (including negligence), breach of contract, under any indemnity or otherwise, whether or not such loss or damage is foreseeable, foreseen or known will be limited to one hundred thousand British pounds (£100,000) per Year. 

In no event shall Amnet be liable for any:

(i) loss of actual or anticipated income, savings or profits, loss of contracts, opportunity or business, loss of goodwill or reputation (whether direct or indirect); or

(ii) for any special, indirect, or consequential loss or damage of any kind,

howsoever arising and whether caused by tort (including negligence), breach of contract, under any indemnity or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.  No Party shall be entitled to recover more than once for the same loss or losses.

The exclusions and limitation of liability set out in this section or elsewhere in this Agreement do not apply to liability arising from fraud, fraudulent misrepresentation, death or personal injury caused by negligence or anything else which cannot be excluded or limited by law.

11.              General 

Excluding payment obligations, each Party will be excused from performing obligations contained in this Agreement while such performance is prevented by an act of God, fire, flood, earthquake, transportation disruption, war, insurrection, labour dispute, or any other occurrence beyond the reasonable control of that Party.

Other than as expressly stated herein, this Agreement contains the entire agreement between the Parties relating to the Services and supersedes any previous agreements or understanding whether written or oral, in particular any agreement between Advertiser and Agency in respect of the Services.  Any variation to this Agreement shall have no effect unless expressly agreed and accepted in writing by an authorised representative of Amnet.

Each party shall be and act as an independent contractor and not as partner or joint venturer of the other.

During the term of this Agreement and for six (6) months following expiry or termination, Advertiser shall not solicit or entice away from Amnet or employ or attempt to employ any person who is, or has been, engaged by Amnet as a director, officer, employee or contractor. Where employment results from breach of this paragraph, the Advertiser shall pay Amnet a sum equivalent to thirty percent (30%) of the annual remuneration of the relevant Amnet director, officer, employee or contractor, with such sum recognised to be the equivalent of replacement recruitment costs.

Nothing in this provision shall prohibit employment which Advertiser can demonstrate to result from a general, public recruitment campaign that is not directly aimed at Amnet directors, officers, employees or contractors.

Nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the Parties to this Agreement from time to time. The Parties to this Agreement do not require the consent of any third party to rescind or vary this Agreement at any time.

This Agreement, its substance, formation, interpretation and any disputes, actions or other claims or liabilities arising out of or in connection with it (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of Poland, without reference to conflicts of laws principles and the parties submit to the exclusive jurisdiction of the Courts of Poland. Notwithstanding the preceding, Amnet may seek injunctive or other equitable relief from any court or authority of competent jurisdiction.

Schedule 1:  Data Protection Terms

1.                Introduction

1.1 If the Services are altered during the term of the Agreement and the altered Services involve new or amended processing of Advertiser Personal Data, the parties will ensure that this Schedule is updated as appropriate before such processing commences.

1.2 If there is any conflict or inconsistency between this Schedule and the Agreement, this Schedule will take precedence and apply to the extent of the conflict or inconsistency. 

1.3 In respect of all processing of Advertiser Personal Data carried out pursuant to the Agreement the parties agree that Amnet is the processor and that the Advertiser is the controller.

1.4 The parties shall comply with and process all Advertiser Personal Data in accordance with applicable Data Protection Legislation

 2.               Definitions

Capitalised terms which are defined in the Agreement shall have the same meaning in this Schedule and for the purposes of this Schedule, the following capitalised terms shall have the meanings given below:

“Appropriate Safeguards” means such legally enforceable mechanism(s) for the transfer of personal data as may be permitted under Data Protection Legislation from time to time.

“Advertiser Personal Data” shall have the meaning given to it in clause 6 of the Agreement and as described in Annex 1 of this Schedule.

“DP Losses” means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material and non-material damage); and (b) to the extent permitted by Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a court or regulatory authority; compensation to a data subject ordered by a court or regulatory authority; and the costs of compliance with investigations by a regulatory authority.

 “Processing Instructions” has the meaning set out in clause [3.2.1] of this Schedule.

“Security Incident” means the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, Advertiser Personal Data while in the custody of Amnet or a Sub-Processor.

“Sub-Processor” means another processor engaged by

 Amnet for carrying out processing activities in respect of the Advertiser Personal Data on behalf of the Advertiser.  

                                                                                                 

3.                Processing

3.1 Annex 1 to this Schedule describes the processing of Advertiser Personal Data permitted in connection with the Terms of Business.

3.2   Amnet shall:

3.2.1 unless Applicable Law requires otherwise, only process    Advertiser Personal Data on and in accordance with the

Advertiser’s ’s documented instructions as set out in this Schedule or otherwise in writing (“Processing Instructions”);

3.2.2 unless prohibited by Applicable Law, notify the Advertiser if Applicable Law requires it to process Advertiser Personal Data other than in accordance with Processing Instructions (such notification to be given before such processing commences); and

3.2.3 notify the Advertiser if, in its opinion, the processing of Advertiser Personal Data in accordance with Processing Instructions infringes Data Protection Legislation.

3.3 The Advertiser authorises Amnet to engage Sub-Processors to process Advertiser Personal Data provided that Amnet:

3.3.1 notifies the Advertiser of the identity of any Sub-Processor and of any changes to the Sub-Processors (such notification to be made via updates to the webpage https://globalappsportal.sharepoint.com/teams/DAN_Subprocessor_Info  from time to time); and

3.3.2 enters into a contract which binds the Sub-Processor to substantially similar obligations with respect to the processing of Advertiser Personal Data as to which Amnet is bound by this Schedule, and

Amnet agrees that if a Sub-Processor fails to fulfil its obligations under the contract required by clause 3.3.2 of this Schedule, Amnet shall remain fully liable to the Advertiser for the Sub-Processor’s performance.

3.4 The Advertiser authorises Amnet to transfer Advertiser Personal Data to a Sub-Processor in a country outside the European Economic Area provided that:

3.4.1 the Sub-Processor is engaged in accordance with paragraph 3.3; and

3.4.2 the transfer is (to the extent required by Data Protection Legislation) effected by way of Appropriate Safeguards and is otherwise compliant with Data Protection Legislation. 

3.5 After the business purposes for which Advertiser Personal Data was processed have been fulfilled (or earlier upon the Advertiser’s written request) Amnet shall, at the Advertiser’s option, either delete or return all Advertiser Personal Data and delete any existing copies of the same (unless storage of such copies is required by Applicable Law).

4.                Advertiser Warranties

4.1 The Advertiser warrants and represents that:

4.1.1 the processing of Advertiser Personal Data by the Advertiser will be carried out in accordance with Data Protection Legislation;

4.1.2 Amnet is entitled to process Advertiser Personal Data pursuant to the Terms of Business for the purpose of providing the Services and such use will comply with Data Protection Legislation;

4.1.3 all Advertiser Personal Data provided by the Advertiser to Amnet is necessary, accurate and up-to-date;

4.1.4 all Processing Instructions shall at all times be in accordance with Data Protection Legislation; and

4.1.5 it is satisfied that;

4.1.5.1 Amnet’s processing operations are suitable for the purposes for which the Advertiser proposes to use the Services and engage Amnet to process Advertiser Personal Data; and

4.1.5.2 Amnet has sufficient expertise, reliability and resources to implement technical and organisational measures that meet the requirements of Data Protection Legislation.

5.                Security and Delegation

 5.1 Amnet shall:

5.1.1 implement and maintain throughout the term of the Terms of Business appropriate technical and organisational measures intended to protect Advertiser Personal Data against accidental, unauthorised or unlawful access, disclosure, alteration, loss, damage or destruction; and

5.1.2 take reasonable steps to ensure that its personnel do not process Advertiser Personal Data other than in accordance with Processing Instructions (unless required to do so by Applicable Law) and are obligated to maintain the security and confidentiality of any Advertiser Personal Data to which they have access.

6.                Notifications

6.1 Amnet shall, without undue delay, notify the Advertiser if:

6.1.1 it becomes aware of a Security Incident; or

6.1.2 it receives a request from or on behalf of a data subject of Advertiser Personal Data to exercise any of the rights given to data subjects by Data Protection Legislation.

6.2 Amnet shall (at the Advertiser’s expense) provide such further information and assistance as the Advertiser reasonably requires in handling and responding to such notifications in accordance with its obligations under Data Protection Legislation.

7.                Inspections and Assistance with Regulators

7.1 If requested by Advertiser and subject to reasonable written advance notice from the Advertiser, Amnet shall prepare a report containing all the necessary information regarding its processing of Advertiser Personal Data. Amnet shall allow the Advertiser or Advertiser’s independent adviser to inspect such report in accordance with Data Protection Legislation. Access to the report is subject to: 

7.1.1 all information obtained or generated by the Advertiser or its independent adviser in connection with the report is kept strictly confidential (save for disclosure to a regulatory authority or as otherwise required by Applicable Law);

7.1.2 Amnet shall give the Advertiser such information as is reasonably necessary to verify that Amnet is in compliance with its obligations under Data Protection Legislation; and

7.1.3 co-operate and assist the Advertiser with any data protection impact assessments and consultations with any regulatory authority that the Advertiser reasonably considers are relevant pursuant to Data Protection Legislation in relation to the Advertiser Personal Data.

7.2 Amnet’s costs in relation to this clause 7 shall be borne by the Advertiser.

7.3 The Advertiser may require Amnet to conduct an audit or inspection of the Sub-Processor’s systems and processes in relation to the processing of Advertiser Personal Data. The cost of such an audit or inspection shall be borne by the Advertiser.

8.                Indemnity and limitation of liability

8.1 The Advertiser shall indemnify and keep indemnified Amnet in respect of all DP Losses suffered or incurred by, awarded against or agreed to be paid by, Amnet and any Sub-Processor arising from or in connection with any:

8.1.1 non-compliance by the Advertiser with Data Protection Legislation;

8.1.2 processing carried out by Amnet or any Sub-Processor pursuant to any Processing Instruction that infringes Data Protection Legislation; or

8.1.3 breach by the Advertiser of any of its obligations under this Schedule,

except to the extent that Amnet is liable under clause [8.2]..

8.2 Subject to the limitation in paragraph 8.3, Amnet shall indemnify the Advertiser for DP Losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with this Schedule:

8.2.1 only to the extent caused by the processing of Advertiser Personal Data under this Schedule and directly resulting from Amnet’s breach of this Schedule; and

8.2.2 in no circumstances to the extent that any DP Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this Schedule by the Advertiser.

8.3 The parties’ total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Schedule or any collateral contract shall in all circumstances be limited to 100% of the fees paid or payable during the 12 months preceding the event triggering paragraph 8.1 or 8.2.

Annex 

1. Subject matter, nature and purposes of processing  

Amnet is processing Advertiser Personal Data for the purpose of delivering to the Advertiser the Services described in the Terms of Business. The specific processing activities to be carried out by Amnet in respect of such Advertiser Personal Data are:

• Collection of data;
• Recording of data;
• Organisation of data;
• Structuring of data;
• Storage of data;
• Adaptation of data;
• Alteration of data;
• Retrieval of data;
• Consultation with regard to data;
• Use of data;
• Disclosure of data;
• Dissemination of data or otherwise making data available to third parties;
• Combining data;
• Erasure of data; and
• Destruction of data.

The subject matter of such processing is as indicated below:

• Marketing services; and
• Advertising services.

 2.               Duration

The duration of the processing described herein corresponds to the duration of the Terms of Business.

3.                Advertiser Personal Data

The subject matter of the processing of Advertiser Personal Data under the Terms of Business comprises the following data types/categories:

• Browsing information;
• Device ID’s; and
• Internet Protocol Addresses.

4.                Data Subjects

The Advertiser Personal Data indicated in the row above relates to the following data subjects

• Advertiser’s personnel; and 
• Advertiser’s consumers and prospective consumers

5.                Specific Restrictions

The processing of Advertiser Personal Data shall be subject to the restrictions described in the Terms of Business and this Schedule. If there is any conflict or inconsistency between the Terms of Business and Schedule, clause 1.2 of the Schedule shall apply.