Standard Terms and Conditions
These terms and conditions (“Agreement”) govern the provision of subscription services by ChannelSight to the Client. Collectively, ChannelSight and the Client are referred to as the parties (“the parties”).
ChannelSight provides access to a proprietary Software as a Service platform and related data and technology services; the Client wishes to engage ChannelSight for the provision of technology services and granting of access to the proprietary Software as a Service platform as more fully detailed in the Order Form;
Now therefore, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1. Promptly after the parties execute this Agreement, ChannelSight shall start deploying the software (the “Software”) and interfaces to retailers in scope specified by Client to ChannelSight. Copies of the documentation or other materials that ChannelSight ordinarily provides with the Software shall also be provided to agreed Client contacts. The Client shall thereupon have the right and license to use the Software during the term agreed (the “Term”) and solely in accordance with the terms of this Agreement.
1.2 Conditional on payment of the agreed Software Fees ChannelSight hereby grants to the Client a non-assignable license to use the Software on a non-exclusive basis during the Term. ChannelSight will provide assistance with the deployment and operation of the Software as required.
1.3. During the Term, and upon ongoing settlement of agreed service fees (the “Service Fees”), ChannelSight shall provide client with support services (the “Support Services”) that ChannelSight ordinarily makes available to licensees of the Software. The client and ChannelSight may agree that additional services (“Additional Services”) to the Support Services will be provided by ChannelSight to the client. The details and fees for these Additional Services shall be recorded and agreed by email. The base currency for billing is Euro. ChannelSight will invoice in foreign currency but the base currency is Euro (€) based upon the exchange rate on the invoice date from the source https://www.open-xchange.com/
The details and fees for these Additional Services shall be recorded and agreed by email.
2. Term and Termination
2.1. This Agreement is valid for the term detailed in the Order Form “Start Date” and shall automatically renew for an additional term(s) on a rolling basis unless either party gives notice of termination at least sixty days prior to the end of the Term (or any extension of the Term). Notice of termination shall be in writing.
2.2. If either party materially breaches this Agreement and fails to remedy that breach within ten days of receiving notice of that breach from the other party, the non-breaching party may terminate this Agreement immediately by way of written notice to the breaching party.
2.3 Either party may terminate this Agreement at any time on written notice to the other if the other takes any corporate action or other steps are taken or legal proceedings are started for its winding up, dissolution, examinership or for the appointment of a liquidator, receiver, ex-aminer, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets.
2.4 ChannelSight may suspend or terminate this Agreement and the Client’s access to the Software and/or Support Services immediately if the Client fails to pay any Software Fees or Service Fees (together “Fees”) when due. The Client will continue to be charged Fees (based on previous averages) during any period of suspension. Overdue Fees are subject to interest of 3% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
2.5 On termination of this Agreement for any reason all licenses granted to the Client under this Agreement shall cease, the Client shall cease all activities authorised by this Agreement and the Client shall pay to ChannelSight any sums due under this Agreement;
3.1. The parties each represent and warrant that they have the right, power and authority to enter into and perform this Agreement.
3.2 ChannelSight will make all commercially reasonable efforts to maintain Software availability, however such access may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. ChannelSight is not responsible for any delays, delivery failures, or other damage resulting from such problems.
3.3 Either Party’s liability to pay damages is limited to direct losses amounting to a total of one (1) months’ service fees, limited to the service fees paid for the individual Service which is in dispute.
3.4. In addition to the representations and warranties made by ChannelSight in ChannelSight’s sales literature and promotional materials, ChannelSight represents and warrants that the Software and use of it by the Client will not infringe any trademark, patent, copyright, trade secret, or other proprietary right of any third party or otherwise conflict with the rights of any third party.
4.1 ChannelSight shall defend, indemnify and hold harmless the Client and their respective directors, officers, agents and employees from and against all claims, liabilities, suits, losses, damages and expenses, including costs and reasonable attorney’s fees (“Claims”), relating to or resulting from any actual or alleged infringement of any trademark, patent, copyright, trade secret, or other proprietary right by the Software, except infringement resulting from modification of the Software by or at the direction of Client or any use of the Software other than in accordance with the terms of this Agreement. This indemnity shall be inapplicable if ChannelSight is not notified promptly of the Claim and is prejudiced by the delay in notice or if the Client makes any admission as to liability or compromises or agrees to any settlement of any Claims without the prior written consent of ChannelSight. All indemnified parties shall cooperate to the extent necessary in the defense of any Claim within the scope of this indemnity and settlement of any Claim must be consented to in writing by the Client, such consent not to be withheld unreasonably.
4.2 If any Claim is made, or in ChannelSight’s reasonable opinion is likely to be made, against the Client, ChannelSight may at its sole option and expense either (i) procure for the Client the right to continue using the Software in accordance with the terms of this Agreement; (ii) modify the Software so that any infringement ceases; (iii) replace the Software; or (iv) terminate this Agreement on seven (7) days’ notice.
4.2. Each party shall defend, indemnify, and hold harmless the other party and their directors, officers, agent and employees from and against any damages, injuries, claims, expenses includ-ing attorneys’ fees incurred by the other party arising out of claims based on personal injuries, including death at any time resulting therefrom, and/or damage to tangible property, from any cause whatsoever, arising out of, incidental to, or in connection with this Agreement and caused by the negligence or wilful misconduct of such party.
5. Limitation of Liability & Disclaimers
5.1 Neither party shall be liable for any indirect, incidental, special, or consequential damages, or lost profits, or lost data, even if they have been advised of the possibility thereof.
5.2 ChannelSight and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Software or any content. ChannelSight and its licensors do not represent or warrant that (a) the use of the Software will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet the Client’s requirements or expectations, (c) any stored data will be completely error-free, or (d) the quality of any products, services, information, or other material purchased or obtained by the Client through the service will meet the Client’s requirements or expectations.
6. Ownership and Intellectual Property Rights
All trademarks, copyright, patent, trade secret, and other proprietary rights, title and interest in and to the Software shall remain the sole property of ChannelSight, its Suppliers, or their assigns, as the case may be. The client will not alter or modify the Software in any way without the written consent of ChannelSight.
7.1. For the purpose of this Section 6, the term “Confidential Information” means any information used in or relating to the business of one party (the “Disclosing Party”), including but not limited to information concerning the Disclosing Party’s research or development efforts, trade secrets, computer software, recipes or formulas, product or marketing plans, vendor or customer relationships, finances, business operations or affairs and any information of third parties that the Disclosing Party maintains in confidence, and all tangible embodiments of such information, that is received by the other party (the “Receiving Party”), in any form; provided that “Confidential Information” does not include any information that the Receiving Party can demonstrate (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party; (iii) is known by the Receiving Party when disclosed by the Disclosing Party if the Receiving Party does not then have a duty to maintain its confidentiality; or (iv) is rightfully obtained by the Receiving Party from a third party not obligated to preserve its confidentiality who did not receive the material or information directly or indirectly from the Disclosing Party.
7.2. A Receiving Party shall not use the Disclosing Party’s Confidential Informa¬tion for any pur-pose other than in accordance with this Agreement and shall not disclose Confidential Infor-mation to any person other than to its employees, and to those of its independent contractors who have a need to know such Confidential Information and who are subject to a nondisclo-sure obligation comparable in scope to this Section 6.
7.3. Notwithstanding Section 6.2, a Receiving Party may disclose Confidential Informa¬tion to the extent required by a court or other governmental authority, provided that (i) the Receiving Party gives the Disclosing Party reasonable notice of the disclosure, (ii) the Receiving Party us-es reasonable efforts to resist disclosing the Confidential Infor¬mation, (iii) the Receiving Party cooperates with the Disclosing Party on request to obtain a protective order or otherwise limit the disclosure, and (iv) as soon as reasonably pos¬sible the Receiving Party provides a letter from its counsel confirming that the Confiden¬tial Information is in fact required to be disclosed.
7.4. The parties acknowledge that either party’s breach of Section 6.2 would cause the other party irreparable injury for which it would not have an adequate remedy at law. In the event of a breach, the non-breaching party shall be entitled to injunctive relief in addition to any other remedies it may have at law or in equity.
All notices, reports, and receipts shall be in writing and shall be deemed duly given on (i) the date of personal or certified mail return receipt requested delivery; or (ii) the date of transmis-sion by telecopy or other electronic transmission service, provided a confirmation copy is also sent no later than the next business day by postage paid, first-class mail, addressed to the main contact as detailed in the Order Form. Either party may change its mailing address by written notice to the other party in accordance with this Article.
9. No Solicitation
During the period commencing upon the date hereof and continuing until 1 (one) year after the termination of the term of this Agreement, neither the client nor its agents or employees shall directly or indirectly solicit or hire (on the client’s behalf or on behalf of any third party) any of ChannelSight’s employees, without the prior written consent of ChannelSight.
10.1. This Agreement shall be construed and enforced in accordance with the laws of Ireland. Any action or proceeding brought by one party against the other related to this Agreement shall be brought exclusively in a court located in the Republic of Ireland, and Client submits to the jurisdiction of such courts for purposes of any such action or proceeding.
10.2. The provisions of this Agreement are severable. The unenforceability of any provision of this Agreement shall not affect the enforceability of the remainder of this Agreement. The parties acknowledge that it is their intention that if any provision of this Agreement is determined by a court to be unenforceable as drafted, that provision should be construed in a manner designed to effectuate the purpose of that provision to the greatest extent possible under applicable law.
10.3. Neither party may assign any of its rights or subcontract or otherwise delegate any of its duties under this Agreement to any third party without the prior written consent of the other party, which shall not be withheld, conditioned or delayed unreasonably.
10.4. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
10.5. All headings in this Agreement are included solely for convenient reference, are not in-tended to be full and accurate descriptions of the contents of this Agreement, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.
10.6. The parties acknowledge that ChannelSight is an independent contractor of Client, and ChannelSight’s employees are not employees of Client. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties, or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other.
10.7. The provisions of this Agreement concerning representations and warranties, proprietary rights, limitations of liability, confidentiality, indemnities, and duties upon termination, publicity and interpretation of the Agreement shall remain in effect after the expiration or termination of this Agreement.
10.8. This Agreement may be modified or amended only by written (including by email) agreement of the parties thereto in which this Agreement is expressly referred to.
10.9. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior agreements between the parties concerning the subject matter of this Agreement.
10.10 Neither party shall be responsible for (or be deemed in breach or default hereof as a result of) delays or failures in performance hereunder (other than failure to pay any amounts due) to the extent that such party was hindered in its performance by any act of God, civil commotion, application of any law or regulation or other act of any governmental officer or personnel, labour dispute, or any other occurrence beyond the reasonable control of such party.
Data Protection Addendum
Authorised User: those employees, agents and independent contractors of the Customer or of a Customer affiliate who are authorised by the Customer to use the ChannelSight Services.
Data Controller: has the meaning set out in the Data Protection Laws.
Data Processor, Processing and Process: have the meaning set out in the Data Protection Laws.
Data Protection Laws: any data protection laws applicable to processing of Personal Data contemplated by this Agreement including, without limitation, in particular the European Union General Data Protection Regulation (“GDPR”) and any related decisions or guidelines and subsequent legislation of a similar nature, and all privacy, security, and data protection laws, rules, and regulations of any applicable jurisdiction including any jurisdiction in which the Services are being provided or the Personal Data is being processed and any jurisdiction from which ChannelSight or any Subprocessor provides any of the Services or from which the Customer provides its products or services.
Data Subject: an individual about whom the Personal Data relates.
EEA: the European Economic Area.
Consumer: consumers of the Customer’s digital media.
Ex-EEA Subprocessor: a natural or legal person subcontracted to provide any part of the Services from a location outside the EEA.
SCC Agreement: the standard contractual clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.
Subprocessor: any third party, but excluding an employee or consultant of ChannelSight or any of its sub-contractors) appointed by or on behalf of ChannelSight to Process Personal Data on behalf of Customer in connection with the Agreement.
From 25 May 2018, the terms of this Addendum will apply to the provision of the ChannelSight Services to Customer. If ChannelSight processes any Personal Data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the Data Controller and ChannelSight shall be a Data Processor.
4. Personal Data
4.1. Through the Customer’s use of the Services the Customer will collect information from . This may include Personal Data of Authorised Users. In all instances, the Customer decides what data to collect and how to use the information processed via the Services.
4.2. In addition, in the operation of ChannelSight Services, Personal Data may be processed on behalf of the Customer about Consumers (users of the Customer’s digital media).
4.3. The Data Controller shall ensure that it is entitled to permit ChannelSight to process the relevant Personal Data and that ChannelSight is entitled to transfer relevant Personal Data to its Subprocessors and third-party providers so that ChannelSight may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Data Controller’s behalf.
4.4. The Data Controller shall, in its use of the Services and Support Services, Process Personal Data in accordance with the requirements of Data Protection Laws. The Data Controller shall ensure that the relevant third parties, Authorised Users and Consumers have been informed of, and where necessary, have given their consent to, such use, processing, and transfer contemplated under this Agreement and as required by all Data Protection laws including the GDPR (where applicable) and other applicable laws and the Data Controller must provide appropriate and sufficiently prominent notice to, and obtain the appropriate consent from Authorised Users and Consumers regarding the collection, use and disclosure of such Authorised Users’ and Consumers’ Personal Data, including, at a minimum, through the Data Controller’s privacy policies. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws.
4.5. Categories of data must not be uploaded to the Services unless required for the role of the particular Authorised User. The Data Controller is entirely responsible for ensuring that the data uploaded to the ChannelSight Services is adequate, relevant and not excessive.
5. Details of the Processing Contemplated Under this Schedule
5.1. The details of the processing contemplated under this Addendum are contained at Annex 1.
5.2. ChannelSight may provide notice of change to these provisions where an update is required due to changes to the Services or changes required due to applicable Data Protection Laws, including the interpretation thereof.
6. Permitted Processing and Disclosure of Personal Data
6.1. ChannelSight must, and shall procure that its Subprocessors shall, Process any Personal Data held in connection with this Agreement only for the purposes of fulfilling its obligations under this Agreement and in accordance with relevant documented instructions of the Customer (unless required to do so by a Union or member state law to which ChannelSight is subject; in such a case ChannelSight shall inform the Data Controller of that legal requirement before Processing, unless the law prohibits such information on important grounds of public interest). The Customer agrees to provide ChannelSight with documented instructions relating to Personal Data under this Agreement.
6.2. ChannelSight agrees to make reasonable efforts to assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to ChannelSight.
7. Data Subject Rights
7.1. Taking into account the nature of the Processing, ChannelSight shall assist Customer
7.2. ChannelSight shall (i) notify Customer without undue delay if ChannelSight receives a request from a Data Subject under any Data Protection Laws in respect of the Customer Personal Data; (ii) ensure that neither it nor a Subprocessor responds to that request except on the documented instructions of Customer or as required by applicable laws to which ChannelSight or Subprocessor is subject, in which case ChannelSight shall to the extent permitted by applicable laws inform Customer of that legal requirement before there is any response to the Data Subject request. To the extent legally permitted, Customer shall be responsible for any costs arising from ChannelSight’s provision of such assistance.
8. Security and Integrity of Personal Data
8.1. ChannelSight agrees to take appropriate technical and organisational measures to ensure that the Personal Data Processed in connection with this Agreement on behalf of the Customer will meet the requirements of Data Protection Laws and ensure the protection of the rights of the Data Subjects.
8.2. ChannelSight shall, and shall procure that its Subprocessors shall, take all reasonable steps to ensure that Personal Data processed in connection with this Agreement is processed in compliance with the obligations under Article 32 of the GDPR relating to security of processing.
9. Security Incident Notification
If ChannelSight becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of Personal Data (“Security Incident”), ChannelSight will notify the Customer without undue delay. ChannelSight will also reasonably cooperate with Customer with respect to any investigations and with preparing potentially required notices, and provide any information reasonably requested by Customer in relation to the Security Incident.
10.1. ChannelSight will make available to the Customer all information necessary to demonstrate compliance with the data processing obligations laid down in these Revised Personal Data Terms including by allowing for and contributing to reasonable audits to determine ChannelSight’s compliance with its obligations under these Revised Personal Data Terms. These audits (of frequency of no more than once per year, except where there is reason to suspect a Security Incident may have occurred) may be conducted by the Customer, auditors mandated by the Customer, or public authorities in competent jurisdictions, subject to the Customer and its auditors (if relevant) undertaking reasonable and appropriate confidentiality obligations.
10.2. The scope of an audit will be limited to ChannelSight systems, processes and documentation relevant to the Processing and protection of Personal Data that is Customer Data.
ChannelSight shall, and shall procure that its Subprocessors shall, ensure that any persons to whom ChannelSight discloses Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality with respect to the Personal Data.
12. Appointment of Subprocessors
12.1. The Services are provided on software as a service hosted basis. ChannelSight uses Subprocessors to provide services such as hosting. These Subprocessors may have access to the data processed via the Services, including relevant Personal Data. These Subprocessors are only permitted to Process this data for the purposes of providing their specifically contracted services to ChannelSight.
12.2. With respect to each Subprocessor, ChannelSight shall ensure that it has entered into a written agreement with each such Subprocessor and such written agreements contain data protection terms with respect to Processing of the Customer Data that meet the requirements of Article 28 (3) of the GDPR, to the extent those requirements are applicable to the nature of the Services provided by such Subprocessor. For the avoidance of doubt, ChannelSight shall be liable for the acts and omissions of its Subprocessors to the same extent ChannelSight would be liable if performing the services of each Subprocessor directly under the terms of this Addendum, except as otherwise set forth in the Agreement.
12.3. The Customer provides a general authorisation to ChannelSight to engage the Subprocessors as are appointed on the date these Revised Personal Data Terms came into force.
12.4. ChannelSight will with thirty (30) days’ notice inform the Customer of any intended change in the Subprocessors that will process Personal Data under this Agreement and the Customer shall be entitled to make any objections hereto. If no objections have been received within ten (10) days, the proposed Subprocessor shall be deemed accepted. If the Customer does not agree to the Subprocessor, the parties shall attempt to settle the disagreement and if the parties cannot agree on the use of a Subprocessor, ChannelSight may terminate this Agreement by providing written notice, such termination to take effect on the later of (i) the date on which ChannelSight will commence using the services of the relevant Subprocessor in relation to the Services provided to the Customer or (ii) one (1) month after the date of the Customer’s written notice.
12.5. ChannelSight will:
(a) make available to Customer a list of all Subprocessors who are involved in processing or subprocessing Personal Data in connection with the provision of the Services, (“Subprocessor List”);
(b) provide Customer with additional information about any Subprocessor on the Subprocessor List that Customer may reasonably request;
13. No Transfer of Personal Data Outside European Economic Area
13.1. ChannelSight will only transfer Personal Data processed through the Services outside the EEA on the Customer’s specific request. Customer Data processed outside the Services (e.g. where the Customer contacts ChannelSight by phone or email) may be transferred outside the EEA. Where the Customer does not wish to transfer Personal Data outside the EEA, the Customer must not include Personal Data in communications to ChannelSight made outside the Services.
13.2. All requests to transfer Personal Data outside the EEA must be made to us in writing. In making the request the Customer confirms that an ‘adequate level of protection’ or the provision of “appropriate safeguards” (as such respective terms are understood under directive 95/46/EC or the GDPR or any subsequent legislation) is in place for the transfer to be effected in compliance with Data Protection Laws.
13.3. In making the request under clause 13.1 above, the Customer also confirms that the Customer will indemnify and hold harmless ChannelSight (and its respective employees, directors, officers, shareholders, attorneys, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable legal fees and costs) arising out of any claim, action, audit, investigation, regulatory action, inquiry or other proceeding that arises out of or relates to the Customer’s failure to comply with any applicable laws and regulations in connection with the transfer of the Personal Data outside the EEA, including any applicable data protection legislation. This indemnification obligation set forth herein shall survive the termination of this Agreement.
13.4. ChannelSight agrees to enter into a SCC Agreement with Customer where reasonably required to ensure an “adequate level of protection” or the provision of “appropriate safeguards” is in place for the transfer of any Personal Data outside the EEA.
13.5. The parties agree to cooperate where, due to changes in law or practice, an alternate data transfer mechanism is required to be put into operation to ensure an “adequate level of protection”.
14. Return of Personal Data
14.1. Within 30 days of termination or expiry of this Agreement, or otherwise on request by the Customer, ChannelSight must and shall procure that its Subprocessors shall:
(a) return all the Personal Data to the Customer; or
(b) destroy all the Personal Data, in a manner agreed to by the Customer;
at the Customer’s election, unless a law binding on ChannelSight or its Subprocessors prevents it from doing as requested.
14.2. The return or deletion shall be carried out in accordance with the procedures and timeframes specified in the ChannelSight Security Documentation.
14.3. ChannelSight and its Subprocessors may retain Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that ChannelSight shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.
15. Obligations Independent of Other Provisions
The obligations contained in these Revised Personal Data Terms are without prejudice to ChannelSight’s and/or Subprocessors other obligations under this Agreement and apply notwithstanding any permitted use or disclosure of confidential information in this Agreement.
16.1. The costs of ChannelSight and its Subprocessors to comply with their respective obligations as data processors under Data Protection Laws applicable in a specific jurisdiction shall be borne by ChannelSight and its Subprocessors to the extent compliance with such obligations is necessary for ChannelSight and/or its Subprocessors’ compliance with applicable Data Protection Laws in their role as data processors in the jurisdiction in ChannelSightion.
16.2. Notwithstanding Clause 13.1, if ChannelSight is requested by the Customer to take on compliance activities which go beyond the activities that ChannelSight is required to do as a Data Processor under applicable Data Protection Laws, ChannelSight shall be entitled to its reasonable costs and the above shall be notified via the change control process set out in this Agreement.
16.3. Should changes to applicable Data Protection Laws, including the interpretation thereof, entail increased costs for ChannelSight or its Subprocessors, ChannelSight may, subject to providing written notice to the Customer, increase the rates charged to the Customer to reflect the increased costs. The increase to the Customer should be fair and reasonable and should be proportional to what other similar Customers are being asked to pay.
16.4. ChannelSight shall be liable for data protection losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement only to the extent directly resulting from ChannelSight’s breach of this Addendum] [and/or] [ChannelSight’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Addendum shall be limited to the total subscription fees paid during the 12 months immediately preceding the date on which the claim arose.]
17.1. ChannelSight reserves the right to transfer information (including Customer Data) to a third party in the event of a sale, merger, liquidation, receivership or transfer of all or substantially all of the assets of ChannelSight’s business provided that the third party agrees to adhere to ChannelSight’s terms relating to Personal Data and provided that the third party only uses Personal Data for the purposes that it has been provided it to ChannelSight. The Customer will be notified in the event of any such transfer.