1. Welcome to Genie!
These Terms explain the basis on which you may access and use Genie
Genie is brought to you by Meet Genie Limited
By registering for a Genie account, undergoing the ‘onboarding’ process, or otherwise accessing or using Genie, you agree to be bound by these Terms, as may be amended by us from time to time. If you do not agree to these Terms, you must not click ‘agree’ and you must stop using Genie immediately.
Where you enter into these Terms on behalf of a company or other legal entity (whether incorporated or not) you warrant to us that you have the right to bind such company or entity to these Terms. Unless we have been informed otherwise, we are entitled to treat your acceptance of these Terms as your company’s acceptance of these Terms.
These Terms incorporate our Acceptable Use Guidelines, Equality Policy and any other documents referenced therein, each of which you also agree to be bound by when you register for a Genie account, undergo the ‘onboarding’ process, or otherwise access or use Genie.
For convenience, in these Terms:
3. Genie platform
Genie acts like an automated talent agency, enabling registered clients seeking to engage freelance contractors to publish Briefs, and to communicate and transact directly with Talent through the Genie platform.
Genie can also be used by Clients to publish Briefs for fixed term (direct) employment, and to communicate with Talent through the Genie platform in respect of such Briefs. Where a Client uses the Genie platform in respect of fixed term employment, the Client will transact directly with Talent outside of the Genie platform to agree the terms and conditions of the employment. Genie is not a party to any such employment contract.
As the provider of Genie, we do not provide, control, manage, offer or deliver any Talent Services. Clients alone are responsible for their Briefs and for booking and/or engaging Talent. Talent are responsible for responding or accepting Briefs and for the provision of the Talent Services. We do not act as a legal agent in any capacity for any Talent (except as otherwise specified in the Payment Terms).
We endeavour to identify and select Talent whom we consider are best suited for your Briefs and/or engagements. Talent proposed to you for a Brief have indicated their willingness to be considered for such Brief. Through Genie you will have the opportunity to review the information provided by Talent which may include Talent’s Portfolio, CV and/or biography. You are responsible for selecting appropriate Talent for your Brief. We cannot guarantee:
We shall not be responsible or liable for any unavailability or unsuitability of Talent or Talent Services, or for any acts or omissions of Talent before, during or after an engagement. We do not endorse any Talent or Talent Services.
Genie may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. We are not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services.
4. Your use of Genie
You agree to comply with:
You agree that you will not copy, decompile, modify, adapt or reverse engineer any part of Genie, allow others to use or access Genie, or use Genie in any manner that may be unlawful or that breaches our Acceptable Use Guidelines.
All intellectual property rights (including copyright, rights in data, trade marks and any patents or patent applications) in and to Genie and our services, and all associated goodwill, belong exclusively to us (or our respective licensors). You have no rights in or to Genie other than the right to use Genie in accordance with these Terms.
To the extent that the existence or use of Genie or any related service may infringe any law of a territory other than England and Wales, you are prohibited from such activity and this provision shall override all other provisions of these Terms.
We reserve the right to terminate your right to use Genie or terminate these Terms at any time for any reason (in our absolute discretion), including misuse of Genie by you. On termination, all rights granted to you under these Terms shall terminate immediately.
We may monitor, edit or remove any content made available by you or your use of Genie that, in our opinion, breaches the letter or spirit of these Terms, or for any other lawful reason, at any time.
6. Account Registration
Once you’ve registered for an account, you will be able to access and use Genie. If you are registering a Genie account for a business, organisation or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
When registering, you must provide accurate and complete information as requested in the registration form, including the provision of your account details on any third party websites or social media platforms that may be required. Once you have been successfully registered, you may access Genie through such third party websites or platforms through which Genie makes its services available.
You are responsible for maintaining the confidentiality of the username and password and for all activities that take place in connection with Genie using your account, including use of the account by a third party. You must not do anything that may assist anyone who is not registered to gain access to your Genie account. You agree immediately to notify us in writing of any actual or suspected unauthorised use of your password or account or any suspected breach of security.
You may not use another user’s Genie account at any time and attempting to do so shall be a material breach of these Terms which shall entitle us to terminate these Terms. Following registration, we may allow you to access Genie in accordance with these Terms.
Individuals must not assign or otherwise transfer their Genie account to another party.
You will be entitled to register the users and types of users in accordance with the Key Pricing Terms and any maximum number of allocated users according to your agreed Tier. In the event that you require different types of users to access Genie, you may need to upgrade your account to the next Tier in accordance with these Terms.
You will be invited to use Genie by way of an email or other notification, after going through our onboarding process
Once you have completed onboarding, Genie will send you an email with your log in details and you are then responsible for updating and maintaining your passwords and usernames and your profile on your new Genie account.
You confirm that all information you provide (or have provided) to us during the onboarding process is accurate and complete information.
8. Terms specific for Clients
As a Client, you may use Genie to:
You are responsible for ensuring that any information contained in a Brief is accurate, clear and complete and, in particular, includes:
When submitting Briefs and using Genie, you agree to abide at all times with your obligations under the Acceptable Use Guidelines and/or the Equality Policy. In addition, you agree:
By accessing or using Genie, you warrant and represent to us that:
You have all necessary consents and licences required to comply with these Terms and engage Talent for the Briefs and/or engagements you offer.
Where Talent will be engaged for the Brief via an umbrella company, the following section applies:
“Calendar Week” means any continuous Monday to Sunday period;
“Comparable Employee” has the meaning set out in Regulation 5(4) of the Agency Workers Regulations;
“Relevant Terms and Condition” means terms and conditions relating to: pay, duration of working time, night work, rest periods, rest breach and annual leave; which are ordinarily included in the contracts of employees or workers of the Client, including (without limitation) terms and conditions which have become contractual through custom and practice, including copies of all relevant documentation.
“Qualifying Period” has the meaning set out in Regulation 7 of the Agency Workers Regulations.
When Talent accepts a Brief offered by you, and Talent will be engaged via an umbrella company, you must inform Genie of the following:
a) Of any Calendar Weeks in the 12 months before the commencement of the Brief in which Talent has worked on the same or similar Briefs (or equivalent assignments) with you via any third party, which count or may count towards the Qualifying Period;
b) If (a) applies, the details of the work, including where and when it was carried out;
c)Whether Talent has in the 12 months prior to the commencement of the Brief, (i) completed two or more Briefs or equivalent assignments with you; (ii) completed at least one Brief or equivalent assignment with you and any other earlier Briefs or equivalent assignments with one of your group or associated companies; and/or (iii) worked in more than two roles during a Brief or equivalent assignment with you, or has switched between roles where there have been new Briefs or equivalent assignments.
In respect of Briefs during which Talent will complete (or may complete) the Qualifying Period, you must provide us with the following information to allow us and you to comply with obligations under the AWR:
For the purposes of awarding any bonus to which Talent may be entitled under the AWR, you will:
9. Cancellations and Amendments
Talent may cancel an engagement for Freelance Services they have agreed to carry out at any time before it begins, without financial penalty, via the Genie app.
You have the option to amend a Brief or engagement at any time, subject to the following provisions:
10. Talent suitability
While we are confident in the ability of Genie to identify and select the Talent best suited for your Briefs, you are fully responsible for taking up references; satisfying yourself as to the suitability, availability and ability of Talent; and ultimately engaging Talent.
We shall not be responsible or liable for any unavailability or unsuitability of Talent, the completeness or accuracy or information made available by Talent or the performance of Talent.
11. Engaging Talent
If you engage Talent, you agree that you shall be responsible for:
In the event that you require Talent performing Freelance Services to enter into any additional terms directly with you, you must obtain permission from Genie to do so as this could impact IR35 status. Genie is not a party to the contractual relationship covered by the additional terms.
You may engage more than one Talent to work on a project or engagement as part of a team (“Team”).
You will be invoiced separately for each Talent engaged to work as part of a Team.
For any Brief for Freelance Services listed on the Genie platform, you are obliged to determine whether IR35 applies or would apply using IR35 checker. The tool will provide a Status Determination Statement (“SDS”) in respect of the Brief. You warrant and represent to us that you will use reasonable care in answering the questions in IR35 checker, and that the answers you provide are true and accurate to the best of your knowledge and information.
If the Brief details change prior to or during the Brief, or you become aware of any information which would make the SDS inaccurate, you agree to inform us of the change and carry out another SDS if required to do so by us or applicable law. You acknowledge that this could result in a different IR35 determination. In addition, where a new SDS is required you will cancel the relevant Brief and submit a new Brief.
In the event that Talent provides the Freelance Services via their Own Intermediary, and the SDS states that IR35 applies to the Brief, we will be obliged to account to HMRC for income tax and National Insurance contributions in respect of the Talent Fee.
You hereby indemnify us for any loss, costs, damage or expense suffered by us as a result of your failure to comply with the provisions of this clause.
13. Invoicing and Payment Terms
You agree to pay to us the Talent Fees. You hereby indemnify us for any loss, costs, damage or expense or penalties suffered by us as a result of your failure to pay the Talent Fees. Depending on the requirements of the Brief and IR35 status, these may include (as relevant) but not be limited to:
For the avoidance of doubt, where amounts are due to Talent which are additional to those agreed when the initial Brief was confirmed, we may invoice you for such amounts you will be responsible for paying such additional amounts to us. These amount could be, by way of example (and without limitation), additional pay under the AWR, including in respect of bonus; and additional pay in respect of paid holiday.
We will be responsible for paying Talent all remuneration due to them in respect of Freelance Services under the Brief.
For the avoidance of doubt, the above provisions in this section (Talent Fees) do not apply in respect of remuneration payable to Talent under any fixed term employment contract entered into between you and Talent. Under any such fixed term employment contract, you will be solely responsible for payment of all remuneration due to Talent, and shall be responsible for and account for all applicable taxes, national insurance and other social security contributions and duties as required by applicable law, including any relevant deductions and any employer National Insurance Contributions, and shall indemnify us for any loss, costs, damage, expense or penalties suffered by us as a result of your failure to do so.
14. Our Fees
Tier Fees: We shall invoice you for the Tier Fees in advance on the 1st working day of each month (and in the event that your Tier Fees are for part of a month, we will pro rata the amount payable for that month). All invoices shall be payable within 30 days of the date of invoice.
Genie Fee: For each Talent booked each month for Talent Services (including any extensions of the Talent Service) you will pay the agreed Tier Percentage applied to the Talent Fee (and/or applied to any remuneration that is directly payable by you to the Talent under an employment agreement), after the Tier Limit (if any) has been reached.
Talent Fees are payable by you, but handled by us through an invoicing process in consideration of the Payment Handling Fee. For the avoidance of doubt, where you directly employ Talent pursuant to Briefs, you will enter into an employment agreement with the Talent and you shall be solely responsible for directly paying the remuneration payable to the Talent in respect of such employment or engagement, and Genie will not handle or otherwise be responsible for managing the payment of such remuneration to the Talent.
Add on Fees: In the event you have subscribed to any Add Ons, the Add on Fees shall be payable by you.
All sums due to us under this Agreement are exclusive of VAT (if any), which shall be charged in accordance with the relevant legislation and regulations in force at the time of making the relevant taxable supply and shall be paid by you on receipt of a valid VAT invoice.
All amounts due under or in relation to this Agreement shall be paid in full without any deduction or withholding other than as required by law. Where any deduction or withholding is required by law, you shall pay to us such additional sum as may be required in order that the net amount actually received and retained by us (after such deduction or withholding has been made) shall be equal to the full amount of the Fees and Talent that would have been received and retained by us had no such deduction or withholding been required to be made. You shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any amount payable to Genie in whole or in part.
Provision of the Service is conditional upon receipt by us of all Fees due by the payment due date and, unless otherwise agreed in writing by the parties, We will have no responsibility or liability to provide the Service until such payment has been received
If, during the six month period following either (a) introduction by Genie to you of any Talent (where no work has been undertaken by Talent pursuant to a Brief) or (b) carrying out by Talent of any work pursuant to a Brief, you employ or engage the Talent (inside or outside of the Genie platform) for a period of 12 months or more, you will pay us on demand a fee referenced in the Key Pricing Document as the Perm Fee, made up of a percentage of the Talent’s annual gross salary or fee in their first year of employment or engagement (“Worker Fee”).
If, during the six month period following either (a) introduction by Genie to you of any Talent (where no work has carrying out by Talent been undertaken by Talent pursuant to a Brief) or (b) carrying out by Talent of any work pursuant to a Brief, you subvert the Genie platform in any way (whether directly or indirectly) and employ or engage the Talent (outside of the Genie platform) for a period of less than 12 months, you will pay us on demand a fee equal to the Tier Percentage of Talent’s gross salary or fee in respect of that employment or engagement (“Temporary Fee”).
You agree to promptly notify us if you agree to employ or engage any Talent which triggers the payment of the Worker Fee or the Temporary Fee to us.
In respect of Freelance Services, once Freelance Services have been provided or for engagements longer than 4 weeks, on a monthly basis, each of the Talent and the Client will be asked to confirm the applicable Talent Fees payable by Client to Talent, via their respective Genie accounts. Genie will generate an invoice addressed to you for the applicable Talent Fees and the applicable Genie Fee, following confirmation of the Talent Fees.
In respect of other Talent Services (i.e., those provided via a fixed term employment contract between Client and Talent) each of the Talent and Client will be asked to confirm the remuneration details agreed under the fixed term employment contract. Genie will generate an invoice addressed to you for the applicable Genie Fees in respect of such remuneration, at any time after the employment contract has commenced.
Our third party payment service provider may handle the invoicing procedure and process payment of your Talent Fee (where applicable). We will endeavour to ensure the payment process runs as smoothly as possible, but we shall not be liable to the extent any payment delays or errors which happen due to any act or omission of our third party payment service provider.
You hereby indemnify us for any loss, cost, damage or expense suffered by us as a result of your delay in paying us the applicable Talent Fee. You warrant that any information you provide to us for the purpose of our calculation of our Genie Fee shall be complete and accurate.
If applicable, we will issue an invoice in respect of the Worker Fee or Temporary Fee on or after the start of the Talent’s contract with you.
For the purpose of this “Invoicing and Payment” clause, “you” includes any of your group companies to whom you have introduced the Talent. “Group company” means any subsidiary, holding company or subsidiary of a holding company, with “subsidiary” and “holding company” having the meaning given in section 1159 of the Companies Act 2006.
15. Tier Subscription
You will have agreed to a particular Tier in the Key Pricing Document, which shall set out the benefits you will receive for the relevant Tier, along with the applicable Tier Percentages and other Fees applicable for that Tier.
In the event that you wish to upgrade your Tier to the next Tier, you can do so at any time upon written notice to us, and such upgrade shall be effective by the end of the next working day after receipt of your notice.
In the event that you wish to downgrade your Tier to a lower Tier, you can do so at any time upon giving written notice to us, and such downgrade shall be effective 60 days from the end of the month of the date of receipt of your notice.
In the event that you downgrade your Tier, you will lose functionality and benefits from the higher Tier upon your downgrade being effective. You are responsible for saving any data from Genie as required prior to such downgrade.
16. Availability of Genie
We aim to provide a platform and service that you enjoy using and we try to make sure that it is available and meets our users’ needs. However, we are not able to guarantee that Genie will always meet expected functionality, availability and/or other performance levels, especially as we are reliant on third parties. In particular, there may be times when Genie is unavailable due to maintenance or emergency works. We are not responsible for outages or disruptions of the internet and telecommunications infrastructure which are beyond our control and can lead to interruptions in the availability of Genie. Any guarantee, condition, representation or warranty which might otherwise be implied or incorporated into these Terms, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. While we take reasonable steps to ensure that Genie does not contain or allow the introduction of any virus, malware, bugs or similar issues, we cannot guarantee this, and you should take the necessary precautions before using Genie.
Any views expressed using Genie are the opinions of the relevant users, and do not represent our views, opinions, beliefs or values. We are not responsible for the content of any Briefs. Where you have reason to believe that any such content is in breach of these Terms, infringes your rights (or third party rights), or is otherwise illegal, you agree to notify us. Where we receive a notification, we will take reasonable steps to investigate promptly.
Once you have posted content using Genie, or submitted content to us for posting on Genie and such content has been posted, it may be shared and reposted by users, including on other websites or social media channels. Given the nature of the internet and social media, if your content is posted elsewhere online, others may have shared, commented on, or re-posted your content. While we may be able to remove content from Genie, we are not able to remove or control content from other websites or platforms.
19. Our liability to you
To the fullest extent permitted by law, in no event shall we be liable for any:
Our maximum aggregate liability to you in any calendar year, arising under or in connection with your use of Genie (whether for breach of these Terms, tort, negligence or otherwise) shall not exceed the lower of: a) £ 250,000 and b) an amount equivalent to three times the Tier Fees payable in respect of your use of Genie in respect of that calendar year .
Nothing in these Terms shall exclude or in any way limit our liability for death or personal injury caused by our negligence or fraud or any other liability to the extent the same may not be excluded or limited as a matter of law.
You choose to use the Genie platform voluntarily and at your sole risk. The Genie platform is provided “as is”, without warranty of any kind, either express or implied.
These Terms apply to the exclusion of all other terms, including any terms proposed or made available by you. These Terms are the entire agreement between the parties and neither party has relied on any prior representation by the other party (including misrepresentations whether innocently or negligently made).
If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
If you cease to use Genie or your access is terminated, all terms intended to survive shall continue to apply, including intellectual property, liability, privacy and confidentiality.
These Terms shall be governed by in accordance with the law of England and Wales and the English courts shall have exclusive jurisdiction over any dispute arising under or in connection with these Terms.
23. Acceptable Use Guidelines
You must not use Genie (or submit or provide access to any content that may be made available using Genie) in any way that:
24. Equality Policy
At Genie, we believe everyone should be treated with dignity and respect. Our diverse pool of users draws together individuals and organisations of different cultures, values, and norms. We want to ensure that people from every background feel welcome, respected and valued on the platform.
Guided by these principles, all Clients must follow these rules when using Genie:
Clients must not: (1) post any Briefs which discourage or indicate a preference for Talent, (2) impose any different terms or conditions on Talent; or (3) decline the services of any Talent, or (4) otherwise discriminate against Talent, based on:
Clients should make every effort to be welcoming to Talent of all backgrounds. Clients who demonstrate a pattern of rejecting Talent from a protected class under applicable laws (even while articulating legitimate reasons) undermine the strength of our Genie platform by making Talent feel undervalued, and Genie may at its discretion suspend Clients if Genie believes such Clients have demonstrated such a pattern from the platform.
1. Definitions and Interpretation
1.1 In this DPA, unless the context otherwise requires:
“Client Data” shall mean personal data relating to Talent that the Client and/or its users (i) directly input into Genie (including, for example, ratings and comments that Clients and/or their users make in respect of Talent) and/or (ii) provide to us for the purposes of us inviting Talent to become a user of Genie (“Invite Data”), excluding always (in each case) any Genie Data. For the avoidance of doubt, Invite Data may be the same as Registration Data that we have already obtained or that we obtain as a result of such invite;
“Data Privacy Laws” shall mean all applicable laws, rules and regulations relating to the processing of Client Data and/or Genie Data, including the following as amended, extended, re-enacted or replaced from time to time:
(i) UK Data Protection Act 2018 and any legislation relating to the processing of personal data effective in the UK that is intended to replicate or maintain some or all of the provisions, rights and obligations set out in the GDPR following the UK’s withdrawal from the European Union;
(ii) EC Directive 2002/58/EC on Privacy and Electronic Communications;
(iii) EC Regulation 2016/679 (the “GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
(iv) all local laws or regulations implementing or supplementing the EU legislation mentioned in (ii)-(iii) above;
(v) all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations and EU legislation mentioned in (i)–(iv) above.
“EU/UK Law” means any law in force in the European Union or any law in force in a member state of the European Union and/or UK including the Data Privacy Laws;
“Genie Data” means any Registration Data, Platform Data or Shared Data;
“International Transfer Requirements” means the requirements relating to Restricted Transfers that are set out in Chapter V of the GDPR (Transfers of personal data to third countries or international organizations);
“Invite Data” has the meaning given in the definition of Client Data;
“Processing Annex” means details of our processing of the Client Data, as set out in Annex 1 to this DPA;
“Registration Data” means any personal data that we obtain (i) from users in connection with their registration with Genie, including email addresses, usernames and passwords and/or; (ii) from Talent in connection with the onboarding of the Talent onto Genie, including any data that is volunteered by the Talent in connection with their Genie registration or profile;
“Restricted Country” means a country, territory or jurisdiction which is not considered by the EU Commission (or in respect of personal data transfers caught by the requirements of UK and/or Swiss Data Privacy Laws, the relevant UK and/or Swiss governmental or regulatory body as applicable) to offer an adequate level of protection in respect of the processing of personal data pursuant to Article 45(1) of the GDPR;
“Restricted Transfer” means a transfer of personal data from an entity whose processing of personal data under the Terms is caught by the requirements of the GDPR and/or UK and/or Swiss Data Privacy Laws (as applicable), to an entity that processes the relevant Personal data in a Restricted Country;
“Shared Data” means:
(2) any personal data relating to Talent that we share with you via Genie or otherwise; and
“UK” means United Kingdom.
1.2 In this DPA a reference to the GDPR and/or an Article or Chapter of the GDPR shall, where the context so requires and insofar as the Data Privacy Law(s) is that of the UK and/or Switzerland, be construed as a reference to the equivalent Data Privacy Law(s) of the UK and/or Switzerland (as applicable) and/or the corresponding provision of such Data Privacy Law(s).
1.3 Where the context so admits or requires words in this DPA denoting the singular include the plural and vice versa and words denoting any gender include all genders.
1.4 References to the word “including” and related expressions will mean “including, without limitation”.
1.5 References to “processor”, “controller”, “personal data”, “processing”, “personal data breach”, “data subject” or “supervisory authority” shall have the same meanings as defined under the Data Privacy Laws.
2. General obligations of the parties
You and we will each comply with obligations imposed on you and us, respectively, by the Data Privacy Laws. Neither you nor we shall do any act or thing that puts the other in breach of the Data Privacy Laws.
3. Genie as a processor of Client Data
Your and our relationship in respect of the Client Data
3.1 You and we acknowledge and agree that we process Client Data for and on your behalf and, accordingly, you are the controller and we are your processor in respect of the Client Data. In respect of our processing of the Client Data, details of the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects are set out in the Processing Annex.
3.2 For the avoidance of doubt, where you supply Invite Data to us, such Invite Data shall be processed by us solely for your benefit in accordance with the Processing Annex, unless we have already obtained, or subsequently obtain, the same personal data as Registration Data (in which event we will process such personal data in accordance with clause 4 of this DPA).
3.3 If at any time you or we consider that the relationship between you and us no longer corresponds with clauses 3.1 or 3.2, you or we (as applicable) shall promptly notify the other and you and we shall discuss and agree in good faith such steps that may be required to reflect your and our status.
Your and our obligations in respect of the Client Data
3.5 We shall, in respect of our processing of the Client Data:
3.5.1 only process the Client Data in accordance with your documented instructions (including those in the Processing Annex) unless required to do so by EU/UK Law to which we are subject, in which event we shall
3.5.2 inform you of such legal requirement unless prohibited from doing so by EU/UK Law;
inform you if, in our opinion, an instruction given by you to us infringes the Data Privacy Laws;
3.5.3 ensure that any persons authorised by us to process the Client Data are subject to an obligation of confidentiality;
3.5.4 implement appropriate technical and organisational measures to ensure that Client Data is subject to a level of security appropriate to the risks arising from its processing, taking into account the factors and measures stated in Article 32 of the GDPR;
3.5.5 notify you without undue delay after becoming aware of a personal data breach;
3.5.6 taking into account the nature of the processing, assist you by implementing appropriate technical and organisational measures, insofar as this is possible, in respect of your obligation to respond to requests for exercising a data subject’s rights under Chapter III of the GDPR. For the avoidance of doubt we may provide such assistance by providing you with functionality within Genie that enables you to fulfil such requests on a self-service basis and, where we do so, we shall not be obliged to provide any further assistance unless and to the extent that such functionality cannot be used to fulfil the relevant request;
3.5.7 taking into account the nature of the processing and the information available to us, we shall assist you with regard to your compliance with Articles 32 to 36 (inclusive) of the GDPR;
3.5.8 upon termination of your use of Genie, deliver up or destroy such Client Data that is in our possession or under our control, unless and to the extent that EU/UK Law requires us to store such Client Data;
3.5.9 at your request, provide you with all information necessary to demonstrate our compliance with our obligations under this clause 3.5 and, if and to the extent that such provision of information does not demonstrate our compliance with such obligations, we shall allow for and contribute to audits and inspections conducted by or on your behalf subject to the following:
18.104.22.168 such audits may be performed no more than once per calendar year, save that further audits may be performed if an audit reveals any material non-compliance by us with our obligations in this clause 3.5 (the scope of such further audits being limited to auditing our compliance with those obligations that were not complied with);
22.214.171.124 prior to the conduct of such audit you shall, and shall procure that any third party auditor appointed by you will, enter into confidentiality undertakings in such form as is reasonably requested by us;
126.96.36.199 audits must be conducted during regular business hours (i.e. Monday to Friday, 9am to 5pm UK time, excluding UK bank and/or public holidays) and must not unreasonably interfere with our business;
188.8.131.52 you must provide us with any audit reports generated pursuant to any audit at no charge, unless prohibited by applicable law. You will ensure that the audit reports are kept confidential and may use the audit reports only for the purposes of meeting your audit requirements under Data Privacy Laws and/or confirming compliance with the requirements of this clause 3.5;
184.108.40.206 nothing in this clause shall require us to breach any duties of confidentiality owed to any of its clients, employees or other third-parties;
220.127.116.11 notwithstanding anything else in this DPA or the Terms, all audits shall be conducted at your sole cost and expense;
3.5.10 notwithstanding any other provision of this DPA or the Terms, be entitled to appoint further processors to process the Client Data on our behalf (“Sub-processor”), subject to the following:
18.104.22.168 we shall be entitled to use those Sub-processors identified in the Processing Annex;
22.214.171.124 we shall notify you in writing of our intention to engage any additional Sub-processor. Such notice shall give details of the identity of such Sub-processor and the services to be supplied by it; and
126.96.36.199 you shall be entitled to object (acting reasonably) to our proposed engagement of the Sub-processor by providing written notice to us. You shall be deemed to have approved such engagement if you have not served such a notice in writing on us within seven days of the date of our notice referred to in clause 188.8.131.52;
184.108.40.206 where you object to our proposed engagement of a Sub-processor, if the objection cannot be resolved by the parties within fourteen days of receipt by us of your written objection, we may on immediate written notice terminate your use of Genie without liability to you;
220.127.116.11 we will enter into a legally binding contract between us and the Sub-processor that contains data protection obligations on the Sub-processor that comply with the requirements of the Data Privacy Laws and in particular that provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing of the Client Data will meet the requirements of the Data Privacy Laws and ensure the protection of the rights of data subjects; and
18.104.22.168 we will remain fully liable for all acts or omissions of the Sub-processors as if they were our acts or omissions;
3.5.11 we shall be entitled to process or permit the processing of the Client Data in a Restricted Country, subject to us putting in place safeguards to ensure that the Restricted Transfer meets the International Transfer Requirements.
4. Genie and Clients as controllers
4.1 If and to the extent that you or we process the Genie Data, you and we acknowledge and agree that you and we are each separate independent controllers in respect of such processing and the following provisions shall apply.
4.2 You and we shall each comply with obligations applicable to controllers that are set out in the Data Privacy Laws.
4.3 You acknowledge and agree that, in respect of our processing of any Shared Data personal data that you provide to us, our compliance with the Data Privacy Laws may be dependent on your compliance with Data Privacy Laws and, accordingly, we will not be liable under this DPA for a failure to comply with the Data Privacy Laws where such failure results from your failure to comply with the Data Privacy Laws.
4.6 You and we shall:
4.6.1 promptly notify the other party of any data subject request, personal data breach or and/or data subject complaint that (as applicable) names the other or concerns the other’s processing of the Genie Data;
4.6.2 provide such necessary and reasonable assistance, information and co-operation to the other party and to any supervisory authority, in connection with:
22.214.171.124 the matters referred to in clause 4.6.1;
126.96.36.199 any investigations, audits or enquiries made by a supervisory authority;
188.8.131.52 making appropriate notifications to data subjects and/or supervisory authorities in the event of a personal data breach;
184.108.40.206 carrying out any data protection impact assessment in relation to the processing of the Genie Data; and/or
220.127.116.11 the other’s ability to comply with any other obligation imposed on it by the Data Privacy Laws.
4.7 In the event of a personal data breach affecting the Genie Data:
4.7.1 neither you nor we shall make any public announcements relating to the personal data breach that may adversely affect the other party; and
4.7.2 you and we shall cooperate with each other in good faith to try to mitigate the effects of such personal data breach.
5. Cost of compliance
5.1 You will pay us in respect of any costs that are (or are to be) reasonably incurred outside the ordinary course of our business by us in respect of the performance by us of our obligations in this DPA, except where such performance is required as a result of a breach by us of our obligations under this DPA. Where practicable to do so, we will seek your written approval prior to incurring such costs.
Annex 1: Processing Details
Subject matter of processing
The context for the processing of Customer Data is our provision of Genie to Client under the Terms
Duration of the processing
The period for which we will be providing Genie to you under the Terms
Nature and purpose of the processing
We will use the Client Data for the purposes of providing Genie to the Client and for the purposes of administering Client’s and/or user’s access to Genie
Type of personal data
email addresses and/or phone numbers of prospective talent), any other information inputted into Genie by the Client including feedback and opinions on Talent
Categories of data subject
personnel of Client, users and/or Talent