consulting the other Party wherever possible;
2.6.2. assist the other Party, at the cost of the other Party, in responding to any request from a Data
Subject and in ensuring compliance with its obligations under the Data Protection Legislation
with respect to security, breach notifications, impact assessments and consultations with
supervisory authorities or regulators;
2.6.3. notify the other Party without undue delay on becoming aware of any breach of the Data
Protection Legislation relating to the sharing of Personal Data under this Clause 12;
2.6.4. use compatible technology for the Processing of User Data to ensure that there is no lack of
accuracy resulting from Personal Data transfers;
2.6.5. maintain complete and accurate records and information to demonstrate its compliance with
2.6.6. provide the other Party with contact details of at least one employee as point of contact and
responsible manager for all issues arising out of the Data Protection Legislation, including the
joint training of relevant staff, the procedures to be followed in the event of a data security
breach, and the regular review of the Parties' compliance with the Data Protection Legislation.
You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional
costs and expenses) that we suffer or incur by the arising out of or in connection with the breach of
the Data Protection Legislation by you, your employees or agents, provided that we give you prompt
notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in
dealing with the claim and sole authority to manage, defend and/or settle it.
The rights and remedies provided under this Clause 12 are in addition to, and not exclusive of, each
other and/or any rights or remedies provided by law.
3.1. You shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all
interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs
and expenses) suffered or incurred by us arising out of or in connection with:
3.1.1. your breach, negligent performance or non-performance of this Agreement;
3.1.2. the enforcement of this Agreement;
3.1.3. any claim made against us for actual or alleged infringement of a third
party's Intellectual Property Rights arising out of or in connection with any the information and
Content provided by you to us under this Agreement;
3.1.4. any claim made against us by a third party (including a User) arising out of or in connection
with any Roles, to the extent that such claim arises out of the breach, negligent performance or
failure or delay in performance of this Agreement by you, your employees, agents or
3.1.5. any claim made against us by a third party (including a User) for death, personal injury or
damage to property arising out of or in connection with a Roles, to the extent that such claim is
attributable to the acts or omissions of you, your employees, agents or subcontractors.
13.2. This indemnity in Clause 13.1 shall apply whether or not we have been negligent or at fault.
14. Force Majeure
4.1. Subject to Clause 10.2, neither Party shall have any Liability for any breach, hindrance or delay in
performance of its obligations under this Agreement which is caused by an Event of Force Majeure,
regardless of whether the circumstances in question could have been foreseen. An "Event of Force
Majeure" means any cause outside of the Party's reasonable control, including act of God, actions or
omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental,
supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of
war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic
relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological
contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority,
blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood,
drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of
building structures, failure of plant machinery or machinery or third party computers or third party
hardware or vehicles, failure or problems with public utility supplies (including general: electrical,
telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or
delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.
14.2. Each of the Parties agrees to inform the other upon becoming aware of an Event of Force Majeure, such
information to contain details of the circumstances giving rise to the Event of Force Majeure.
4.3. The performance of each Party's obligations shall be suspended during the period that the
circumstances persist and such Party shall be granted an extension of time for performance equal to the
period of the delay.
14.4. Each Party shall bear its own costs incurred by the Event of Force Majeure.