Cookie Policy for DataTracks

Effective Date: 15-11-2023

Welcome to DataTracks! When it comes to your online experience, we value clarity and candour. This Cookie Policy describes how we use cookies and similar technologies to enhance your interaction with our website, ensure the security of your account, obtain insights into website usage, and provide you with targeted advertising.

Comprehension of Cookies

Cookies are little text files. Installing cookies on your device allows us to identify you and remember your preferences when you visit our website. Other websites or services that provide content on the pages you visit may also install cookies. DataTracks collaborates with a variety of partners for advertising, marketing, and analytics; more information on these partners can be found in our Advertising section.

Cookie Varieties Used by DataTracks

We use “session cookies” and “persistent cookies.” Persistent cookies remain on your device until they expire or until you explicitly delete them. session cookies are temporary and disappear when you close your web browser. We also use “first-party cookies” (set by us) and “third-party cookies” that grant access to the collected information to other organizations.

How DataTracks employs cookies

Cookies serve multiple important purposes on our website:

Necessary

These cookies are required for the operation and protection of our website, and you cannot disable them.

Statistics

Allowing us to recognize and count visitors as well as monitor their navigation on our website enables us to improve website functionality, ensuring that users can easily locate the information they seek.

Preferences

These cookies are used to identify returning visitors to our website. This allows us to personalize our content for them and remember their preferences (such as their preferred language or region).

Marketing

These cookies monitor the pages that users view and the links that they click when they visit our website. By using this data, we may better target our website’s advertising to the interests of its users and improve the relevancy of our website.

Your Cookie Selections

You have the option to modify your cookie preferences at any time regarding personalization, analytics, and advertising cookies. The majority of web browsers accept cookies by default, but you can modify your browser settings to reject cookies if you prefer.

Contacting Us

Please contact us if you have any queries or concerns about our use of cookies or our privacy practices.

Name : Sriram Iyer
Email ID : dpo@datatracks.com
Contact number : +44 20 4514 5352

Last Updated: Nov 15, 2023

Terms of Use

Welcome to DataTracks. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Policy govern our relationship with you in relation to this website. The term “We” refers to the owners of this website; the term “You” refers to the users of this website.

• All content on this website (except those belonging to a third party) are the property of DataTracks. You cannot use such content for any purpose without the approval of DataTracks.
• You cannot provide a link to this website without the consent of DataTracks.
• All content and software are provided on an “as is” basis without any representation of fitness for any purpose. You are responsible for ensuring that any content or software you access on this site is fit for your purposes. DataTracks disclaims all warranties, including the implied warranty of merchantability or the warranty that functions contained on this site will be uninterrupted or error-free or that defects will be corrected. There is no guarantee that the information contained here is accurate, reliable, complete and timely. This site may contain errors that may be corrected at any time. There is no guarantee that this site will be kept up to date on a continuous basis.
• Any reliance you place on the information provided on this site is at your own risk. You agree that DataTracks, its subsidiaries and its affiliates will not be liable for any consequential, incidental, special, or indirect damage (including loss of profits) related to the site or its materials, including but not limited to damages that result from inconvenience, delay or loss of the use of the site.
• We may modify the website, its features, our offerings or prices at any time.
• Any software available for download via the Site is the copyrighted work of DataTracks and/or its licensors or its subsidiaries or its affiliates. The use of such software is governed by the terms of the End User License. Agreement/Subscription Agreement/Subscription Order that accompanies or is included with the software. Downloading, installing, and/or using any such software indicates your acceptance of the terms of such End-User License Agreement/ Subscription Agreement/Subscription Order.
• You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way.
• For fraudulent purposes, or in connection with a criminal offence or other unlawful activity.
• To send, use or resue any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”.
• To cause annoyance, inconvenience or needless anxiety.
• To copy any or all photos, media, wordings or content for self or commercial usage or for distribution to 3rd party.
• To alter / deface the DataTracks website.
• You understand that you are responsible for all electronic communications and content sent from your computer to us.
• You are responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login. You agree to immediately notify us of any unauthorised use or your registration, user account or password. You need to take immediate steps to change the password or deactivate your account.
• We use the words ‘joint venture’, ‘partnership’ and ‘partner’ to convey a relationship involving common activities and interests. These should not be construed as precise legal relationships.
• We may have provided third-party content on this website for informational purposes. Please do not construe this as an endorsement of such content or a recommendation. We do not guarantee the accuracy, completeness of such content. Please exercise due care before you act based on such content. We are not responsible for your actions.
• You may be directed to an external website while browsing this website through any links. We are not responsible for the contents of any such external websites you are directed to. Any links we provide should not be misconstrued as an endorsement or a recommendation.
• We do not guarantee that this site will be free of any computer viruses or harmful components. Please take suitable precautions.
• You agree to indemnify and hold us harmless, our parent, our subsidiaries, affiliates, related parties, officers, directors, and employees, from any claim or demand, including reasonable attorney’s fees, that may be made by any third party, that is due to or arising out of your conduct or connection with this website, your violation of these Terms of Use or any other violation of the rights of another person or party.
• You are responsible for any costs/losses incurred by DataTracks that are attributable to any action taken by you while using this website in violation of these terms and conditions.
• We will not be held responsible for any delay or failure to comply with our obligations under these conditions. If the delay or failure arises from any cause that is beyond our reasonable control. You further agree that DataTracks, its subsidiaries and its affiliates will not be liable for any loss resulting from a cause over which DataTracks, its subsidiaries or its affiliates do not have direct control, including but not limited to the failure of electronic or mechanical equipment or communication lines, telephone or other similar problems, unauthorized access, theft, operator errors, earthquakes, floods and strikes or other such problems.
• If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions. The failure to assert any right under these Terms of Use shall not be considered as a waiver of any other rights and that right will remain in full force and effect.
• Any claim against us must be made within one year from the cause of such action.
• By accessing this website and using the facilities and/or services offered through this website, you agree that United Kingdom law shall govern such access and the provision of such facilities and/or services, and you agree to submit to the exclusive jurisdiction of the England and Wales courts.
• This constitutes the entire set of terms for the usage of this site. If any part of these terms is invalid, such invalid part shall be ignored and the remainder construed as valid and applicable.

DTracks Limited is a company incorporated under the laws of England and Wales and having its registered office at Belgrave House, 39-43 Monument Hill, Weybridge, Surrey, KT13 8RN United Kingdom (hereinafter known as "DataTracks" which term shall mean and include its administrators, affiliates,assigns and Sucessors-in-interest). The word "We" or "Us" as used in the Terms and conditions below refers to "DataTracks".

DataTracks maintains and operates the website www.datatracks.co.uk where users can set up user accounts, and upload input documents of types specified in the website that are converted into output documents of types specified in the website for review and usage by such users for payment of a fee (hereinafter known as “Services”)

You are a user who has already set up a user account with the objective of using the Services provided by DataTracks (and any reference to You or Your shall mean you or your as the case may be which terms shall include your heirs, executors, administrators, legal representative, successor/ successors-in-office and assigns)

By clicking on the button provided for this purpose, you agree to use the Services provided by DataTracks subject to the terms and conditions governing the provision of this service as below.

1. Scope of Service

The Service shall provide output documents specified by you in the Order from input documents provided by you at the time of placing the order subject to DataTracks receiving the amounts payable for provision of such service in full.

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with DataTracks, or (b) you are a person barred from receiving the Services under the laws of the United Kingdom.

2. Our acceptance of contract

When you place an order in the DataTracks website to avail our Services, we will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to us to provide a Service. Our acceptance of this order is complete only when we receive payment in full upfront against the order or within a mutually agreed credit period. We may refuse to provide any Service if we do not have sufficient capacity to provide the same within the turnaround time that you have requested.

3. Provision of Services by DataTracks

• DataTracks would use the services of affiliated entities in the course of providing these Services. You acknowledge and agree to DataTracks’ rights to use such affiliates.
• DataTracks is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the services which DataTracks provides may change from time to time without prior notice to you.
• As part of this continuing innovation, you acknowledge and agree that DataTracks may stop providing the Services (or any features within the Services) to you or to users generally at DataTracks’s sole discretion, without prior notice to you.
• You may stop using the services at any time. You do not need to specifically inform DataTracks when you stop using the services.
• You acknowledge and agree that if DataTracks disables access to your account, you may be prevented from accessing the services, your account details or any files or other content which is contained in your account.
• DataTracks would use all commercially reasonable efforts to provide the output documents before the deadline. However, DataTracks is not responsible for any delay in providing the output documents that arise from: (1) insufficient or inconsistent or erroneous inputs, (2) incorrect determination and payment of fees that arises from errors in provision of information by you, (3) delay in placement of order after publication of prices by DataTracks, (4) delay in uploading of inputs after payment of fees beyond the deadline specified for uploading file (5) unforeseen circumstances including acts of god, war, natural calamities etc.
• DataTracks has the option of changing prices from time to time. The price for each individual order will be based on the prices prevailing when the order was placed, and will not be affected by any subsequent change in prices.
• DataTracks will be collecting a “Capacity Blocking / Reservation fee (not exceeding 10% of the price payable for the Service) from certain categories of users who want to ensure that sufficient capacity is available with DataTracks for providing the Services when the input files are uploaded at a later date. This fee is non-refundable and will be forfeited in case the user does not subsequently require the Services. This fee will be treated as an advance and will be adjusted at the time of the balance payment.
• DataTracks cannot be held liable for unauthorised access to the information provided to us (for example if the firewall around the server is breached or for losing data transmitted to us (for example if the servers crash). The user is also expected to retain a copy of the data provided to us.

4. Electronic communications

When you visit our website or send e-mails to us, you are communicating with us electronically. We communicate with you by e-mail. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

5. Use of the Services by you

In order to access our services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the service, or as part of your continued use of the services. You agree that any registration information you give to DataTracks will always be accurate, correct and up to date.

You agree to use the services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries).

You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by DataTracks, unless you have been specifically allowed to do so in a separate agreement with DataTracks. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

You confirm that you whenever you are performing any task on behalf of your clients (including but not limited to uploading of files), you have the necessary permission of your client in doing so, and you will hold DataTracks harmless for any unauthorised action on your part.

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

DataTracks is not responsible for any loss or damage arising directly or indirectly from any error in provision of inputs, any misuse or any breach, willful or otherwise by you. In any case the total liability of DataTracks for any claims of whatsoever nature, consequential or otherwise, arising from DataTracks providing you a Service, shall be limited to the amount actually paid by you for the specific instance where such Service was provided.

DataTracks will hold your data in a user accessible format for 30 days from the date of uploading the deliverables. It is your responsibility to access our website and download the deliverables within this 30 days period. You acknowledge that you will access the website and check for availability of deliverables periodically after the deadline and DataTracks shall not be responsible to remind you of the availability of deliverables in the website beyond the first email.

6. Your conduct

You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way.

You understand that you, and not DataTracks, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only.

You must not use the website for any of the following:

• for fraudulent purposes, or in connection with a criminal offence or other unlawful activity
• to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”
• to cause annoyance, inconvenience or needless anxiety

7. Reviews, comments, communications and other content

Users of this website may send communications; and submit suggestions, ideas, comments, questions, or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. DataTracks reserves the right (but not the obligation) to remove or edit any content.

8. Proprietary rights

You acknowledge and agree that DataTracks own all legal rights, titles and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Unless you have agreed otherwise in writing with DataTracks, nothing in the Terms gives you a right to use any of DataTracks’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

Unless you have been expressly authorised to do so in writing by DataTracks, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

9. Termination of Service

The Terms will continue to apply until terminated by either you or DataTracks as set out below.

DataTracks may at any time, terminate its legal agreement with you if:

• You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
• DataTracks is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
• DataTracks is no longer providing the Services to users, or
• The provision of the Services to you by DataTracks is, in DataTracks’s opinion, no longer commercially viable.

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and DataTracks have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

You may have the right to cancel the contract with DataTracks within 24 hours from the time you have placed the order.

Refunds can be requested by email: dpo@datatracks.com and stating the reasons why one is sought. Refunds will be at the sole discretion of DataTracks. In situations where we deem that a refund is warranted we reserve the right to deduct such amounts as we view are reasonable to cover the costs of our administration and other incidental costs incurred.

10. Exclusions

DataTracks, its parent, its subsidiaries and affiliates do not represent to you that:

• Your use of the services will meet your requirements,
• Your use of the services will be uninterrupted, timely, secure or free from error,
• Any information obtained by you as a result of your use of the services will be accurate or reliable, and
• Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

You acknowledge and agree that you are responsible for the accuracy and fitness for purpose of the output provided and DataTracks does not warrant expertise in applicable laws or regulations and in providing the Service, relies upon careful review and evaluation by suitable professionals before the deliverables provided under the Service are used for intended purpose.

DataTracks is not responsible for any loss or damage arising from connecting to the website to your network, systems or other assets. You agree that it shall be your responsibility to safeguard your network, systems and other assets against intrusion, interference, malware, or other unwanted changes.

11. Limitation of liability

You expressly understand and agree that DataTracks, its parent, its subsidiaries and affiliates, and its licensors shall not be liable to you for:

1. a) Any direct, indirect, incidental, special consequential or exemplary damages, fines or other regulatory penalties which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, or other intangible loss;

2. b) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

• any reliance placed by you on the completeness, accuracy or existence of any advertising
• any changes which DataTracks may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);
• the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services;
• your failure to provide DataTracks with accurate account information;
• your failure to keep your password or account details secure and confidential. The above shall apply whether or not DataTracks has been advised of or should have been aware of the possibility of any such losses arising.

DataTracks, its affiliates, agents and contractors who DataTracks use to provide the Services shall be liable for any losses, damages, costs or expenses which arises from its or their negligence, wilful default or fraud.

12. Events beyond our reasonable control

We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.

13. Governing law and jurisdiction

These conditions are governed by and construed in accordance with the laws of United Kingdom without regard to its conflict of law’s provisions. You and DataTracks agree to submit to the exclusive jurisdiction of the courts located within United Kingdom to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that DataTracks shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14. Alteration of Service or Amendments to the Conditions

We reserve the right to make changes to our website, policies, and these Terms of Service at any time. You will be subject to the policies and Conditions of Terms of Use & Service in force at the time that you use the website or that you place your order with us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

15. General legal terms

This agreement together with the Terms of Use and the Privacy policy governing all users of our website constitute the entire agreement between you and DataTracks and completely replaces any prior understanding or agreements between you and DataTracks in relation to the Services.

You agree that DataTracks may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

You agree that if DataTracks does not exercise or enforce any legal right or remedy which is contained in the Terms (or which DataTracks has the benefit of under any applicable law), this will not be taken to be a formal waiver of DataTracks’s rights and that those rights or remedies will still be available to DataTracks.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, the remaining provisions of the Terms will continue to be valid and enforceable and would be removed subsequently without affecting the rest of the terms

You acknowledge and agree that each affiliated company of DataTracks shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

16. Data protection and data processing

16.1 Both parties will comply with General Data Protection Regulation ((EU) 2016/679) as amended or re enacted (“Data Protection Legislation”). This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and DataTracks is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

16.3 Without prejudice to the generality of clause 0, DataTracks shall, in relation to any Personal Data processed in connection with the performance of its obligations under this agreement:

• process Personal Data for and on your behalf for the purpose of performing and in accordance with this agreement;
• put in place and maintain appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
• act only on the written instructions of the Controller (unless required by law to act without such instructions)
• not ot transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:
• DataTracks has in place appropriate safeguards in relation to the transfer;
• the data subject has enforceable rights and effective legal remedies;
• DataTracks will comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
• DataTracks will comply with any reasonable instructions notified to it in advance in respect to the processing of the Personal Data;
• notify the Controller without undue delay on becoming aware of a Personal Data breach and take appropriate remedial action to mitigate loss;
• at your written request, delete or return Personal Data and copies to you on termination of the agreement unless required by applicable law to store the Personal Data; and
• to indemnify you against any loss or damage suffered or arising from any breach of Datatracks obligation under clause 16.

16.4 Controller hereby acknowledges that Services are provided by DataTracks through its affiliates that are situated outside the European Economic Area and thus, gives approval to DataTracks to transfer Controller Data from EEA to outside EEA for the provision of Services. DataTracks warrants that it imposes the same obligations on its affiliates outside the EEA, as those which are imposed on it under the Data Protection Legislation.

17. Confidentiality

17.1 DataTracks undertakes that it will not disclose any confidential information concerning your business, affairs and any information which is non-public, confidential or proprietary in nature without your prior written consent, except:

• to its employees, officers, affiliates, representatives or advisers who need to know such information for the purposes of providing the Services and DataTracks shall ensure that its employees, officers, affiliates, representatives or advisers to whom it discloses your confidential information comply with this clause; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.2 DataTracks shall not use confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Governance

General

DataTracks is committed to upholding the highest standards of conduct. The standards, improved from time to time, apply to DataTracks, its directors, officers and employees.

The standards are not exhaustive. The underlying principle of high standards applies to all issues, even if they are not covered specifically in the standards. DataTracks CEO or directors can be contacted to get answers for any questions relating to these standards.

Directors, Officers and Employees are expected to bring all violations to the attention of any non-executive member of the Board of Directors. Please send emails to the CEO.

Corporate Citizenship

DataTracks shall be a good corporate citizen and shall comply with the letter and spirit of all laws governing its operations conduct its affairs in accordance with best moral, professional, legal and ethical standards.

Fair Dealing

DataTracks shall deal with customers, suppliers, government, employees, competitors and community in a fair manner with honesty, integrity and ethics. DataTracks shall not strive to take unfair advantage through any unfair practice.

Fair Behaviour in Market Place

DataTracks intends to be competitive in adding value to its customers in the marketplace. However, DataTracks shall be lawful and fair while being competitive. DataTracks shall not indulge in violating laws applicable to competitive behaviour. DataTracks shall not indulge in securing a competitive advantage through illegal or unlawful means. Collection of intelligence about competition shall be through lawful means alone.

DataTracks respects the intellectual property rights of its customers, suppliers and competitors fully. DataTracks' behaviour in respecting intellectual property rights shall strive to comply with laws that apply to its market in the United Kingdom, in addition to the laws that apply to its operations.

Equal Opportunity Employer

DataTracks is an equal opportunity employer. DataTracks shall not discriminate based on gender, nationality, race, colour, religion, marital status or age. DataTracks believes diversity of people in the company adds value to the business. Hiring, promotion and compensation decisions shall be entirely based on fitment, appropriateness to work demands, and market conditions alone.

Health and Safety

DataTracks shall strive to provide and maintain a safe and healthy work environment. Compliance with all health and safety-related laws and regulations is a minimum commitment. DataTracks expects its directors, officers and employees to be aware of the health and safety policies and practices and help all customers, contractors, and visitors comply with these policies and practices while on DataTracks' premises or while working on behalf of DataTracks. DataTracks directors, officers, employees and contractors designated to work in customer or supplier environments shall comply with the health and safety policies and practices in force in such environments. All accidents, however minor, are reportable to HR.

Environment

DataTracks cherishes the need to keep our Environment sustained for the future. DataTracks shall comply with all laws and regulations relating to the protection of the Environment. DataTracks shall be prompt in responding to any threats to the Environment. DataTracks shall cooperate to the maximum extent with the Community in protecting the Environment. DataTracks shall comply with all record-keeping and reporting obligations.

Financial Integrity and Reporting

DataTracks shall maintain its accounts and report financial results in a true and fair manner consistent with applicable financial standards. DataTracks shall maintain sufficient business and reporting controls consistent with its size to protect stockholders’ interests. DataTracks will not falsify records or reports.

Improper or Questionable Payments

DataTracks shall not make improper or questionable payments of company funds to anyone for obtaining or retaining business or securing any improper advantage.

Political and Charitable Contributions

DataTracks shall not fund or support any specific political party or candidate for political office. DataTracks assets shall not be used for any political campaigns. DataTracks will not interfere with the employees’ right to have their own views on politics. Use of DataTracks’ name to endorse a charitable organisation or event is not permitted without the prior approval of the Board.

Government Inquiries

DataTracks is committed to fairness, honesty and integrity in dealing with the government and regulatory agencies with which we interact.

DataTracks and its employees, agents and contractors must cooperate with appropriate government inquiries and investigations. However, it is important to protect the legal rights of DataTracks with respect to its confidential information. No financial information may be disclosed without the prior approval of the Chief Executive Officer.

Conflicts of Interest

DataTracks expects its directors, officers and employees to have no conflicts of interest in their dealings on behalf of DataTracks, in their dealings in the marketplace or in their dealings with each other. In the unfortunate event of a conflict of interest arising, directors, officers and employees are expected to disclose such conflicts immediately to the CEO and an independent director.

Conflicts of interest arise, among other instances, when a director, officer or employee competes with DataTracks business while being engaged with DataTracks directly or indirectly converts DataTracks business opportunity into a personal opportunity for him/her or relatives, uses privileged information received in the course of business for personal gain, uses business assets/property for personal purposes, uses business hours for unrelated purposes, receives improper personal benefits due to his/her position in DataTracks accepts gifts or value from anyone dealing with DataTracks or from a competitor, owns a material interest in any competitor, customer, supplier (<2% shareholding in a public company is not considered material) is unable to act in DataTracks best interest because of conflicts with private interests.

Confidentiality

All confidential or proprietary information received in the course of business from customers and suppliers is to be treated as confidential and protected against disclosure and improper use.

Every director, officer and employee of DataTracks shall enter into a legally enforceable “covenant to not disclose confidential information”. This obligation shall survive the termination of the engagement with DataTracks.

DataTracks shall not forgive wilful disclosure of confidential information and shall pursue maximum legal remedy and punishment for wilful disclosure. DataTracks shall have in place systems and policies to prevent unauthorised access to premises, systems and data and to prevent unauthorised recording or copying of data.

Every director, officer and employee shall respect these policies to the fullest extent in letter and spirit. Information already available in the public domain or known prior to disclosure by the customer is not considered confidential or proprietary. Disclosure under compulsion from law is not a violation of this covenant.

Sexual Harassment

Sexual harassment includes deliberate or repeated unsolicited verbal comments, gestures or physical contact of a sexual nature, including unwelcome sexual advances, requests for sexual favours and other verbal or physical contact of a sexual nature when submission to such conduct is expected explicitly or implicitly for hiring, promotion, compensation and other employment decisions or for a non-hostile work environment. Every director, officer, and employee shall ensure that such conduct is avoided. All complaints shall be handled in a timely, confidential and independent manner.

Use of Business Assets

Every director, officer and employee shall safeguard and protect all assets, including intangible assets, of DataTracks in their individual or collective custody. Such assets shall not be used for any unrelated purposes or any personal benefits/purposes. Funds taken from DataTracks shall be properly accounted for. Personal expenses or payments shall not be claimed as or treated as business expenses. DataTracks technology assets are to be used exclusively for the purposes of DataTracks' business. Unauthorised access, use or extraction of data is prohibited. Access to the internet is restricted to business purposes. All inward/outward communication through business assets, all data held in business assets, are exclusively the property of DataTracks and is subject to being monitored for appropriateness.

DataTracks prohibits the use of unauthorised or pirated software. All software installed on business assets should be legally usable by DataTracks. Unauthorised installation of software is prohibited.

Intellectual Property

DataTracks expects its directors, officers and employees to help develop and protect its intellectual property. All work/products created by directors, officers or employees while in employment are the exclusive property of DataTracks.

Personal Relationship and Activities

DataTracks cherishes professionalism and objectivity. Employees are discouraged from having personal relationships (other than simple friendship) with anyone who is:

• employed by DataTracks and reporting to them
• dealing with DataTracks as a customer or supplier through them

DataTracks employees, while free to pursue their views as citizens, are expected not to bring harm to DataTracks or its customers’ reputation or image through their non-employment activity. DataTracks reserves the right to determine whether any act is likely to harm reputation or image.

Internet, Email and Voice Communication

DataTracks employees must exercise good judgment and act in a professional manner in communicating with outsiders (through letters, telephone conversations, voice mails, emails, chats, postings etc.) whenever they communicate on behalf of DataTracks or its customers or whenever they communicate using a legitimately provided address of DataTracks or its customers or whenever they communicate using the premises/technology assets of DataTracks or its customers. All communication from DataTracks premises/assets or on behalf of DataTracks (or its customers) is DataTracks' property.

Drug and Alcohol Abuse

Substance abuse, including the manufacture, sale or use of controlled substances in DataTracks premises or while on DataTracks business, is prohibited.

Exclusivity of Employment

Employment as a whole-time director, officer or employee with DataTracks is full time. Acceptance of other employment while with DataTracks is prohibited unless waived in writing.

Transactions with Related Parties

Dealing with relatives or oneself on behalf of DataTracks is prohibited. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. If such a deal is unavoidable, in each instance, prior written approval must be taken from the Board of Directors and the CFO.

Nova Terms of Service

Effective Date: 15 October 2026

These Terms of Service govern your access to and use of Nova, DataTracks' online service for preparing and filing UK Corporation Tax (CT600) returns to HM Revenue and Customs (HMRC) and, where selected, preparing and filing statutory accounts with Companies House, provided by DataTracks' United Kingdom entity DTracks Limited. By creating a Nova account, placing an order or otherwise using the Service, you agree to be bound by these Terms. These Terms apply in addition to, and should be read together with, DataTracks' general Terms of Use and Privacy Policy.

The Service

Nova is a self-service online tool that allows you to prepare and submit a Corporation Tax return (CT600) electronically to HM Revenue and Customs. Where you select the Companies House filing add-on, Nova also enables you to prepare and file statutory accounts with Companies House. Nova may provide calculations, validation, electronic-format conversion and filing-status functionality to support the preparation and submission process. Nova is a self-service tool, and you remain responsible for the accuracy and completeness of information submitted, reviewing the filing, and authorising its submission.

Nova is not HMRC or Companies House and is not operated by either authority. HMRC and Companies House remain responsible for their respective regulatory functions and decisions concerning filings.

Eligibility and Account Registration

You must have the legal authority to use Nova and, where applicable, to prepare, approve or file information on behalf of the company or companies for which you use Nova, whether as a director, company officer, or an authorized agent such as an accountant or company secretary. You must provide accurate and complete registration information, and to keep your account credentials secure. You are responsible for ensuring that individuals you authorise to access your Nova account are appropriately authorised and for their use of the account.

Subscription Plans and Fees

• Nova Ignite provides a filing at no charge for a single company entity's first filing, available to customers who previously filed using HMRC's Company Accounts and Tax Online (CATO) service.
• Nova Core applies a fee per company entity, as set out on our pricing page at the time you place your order.
• Companies House filing is available as an add-on to either plan, for an additional fee per entity, as set out on our pricing page at the time you place your order.
• Fees are exclusive of applicable taxes unless stated otherwise. We may change our fees from time to time; any change will apply to orders placed after the change takes effect, not to orders already placed.

Your Responsibilities

You are responsible for the accuracy and completeness and lawfulness of the information and documents you submit through Nova, for reviewing calculations and filing outputs, and for approving each filing before authorising submission. You are responsible for meeting your statutory filing obligations and deadlines. Nova is a filing and preparation tool and does not constitute tax, legal, or accounting advice, and does not replace the judgment of a qualified professional where one is needed. You must not submit information that you are not authorised to provide or that you know or reasonably suspect is unlawful, fraudulent or misleading.

Submission to HMRC and Companies House

Once you authorize submission through Nova, DataTracks will transmit the applicable filing to HMRC and, where selected, Companies House on your behalf using the available electronic filing process. Submission through Nova does not constitute acceptance of a filing by HMRC or Companies House.

No Guarantee of Outcome

DataTracks is not responsible for delays, rejections, penalties or other regulatory consequences arising from inaccurate or incomplete information supplied or approved by you, or from the systems, decisions, requirements or actions of HMRC or Companies House that are outside DataTracks’ reasonable control. DataTracks does not guarantee that HMRC or Companies House will accept any filing, that a filing will be processed by a particular date, or that any penalty, interest, enquiry or other regulatory consequence will be avoided. Your use of Nova does not relieve you of your obligation to file accurately, completely and on time and to comply with applicable legal and regulatory requirements.

Data You Provide and Data Protection

Using Nova may involve submitting company, financial, filing, user-account and, where required, Personal Data relating to directors, persons with significant control, company officers, authorised representatives and other individuals. DataTracks may also retrieve relevant company information from the Companies House register to facilitate preparation and filing. Details of DataTracks’ independent Controller processing are set out in the applicable Privacy Policy. Where DataTracks Processes Personal Data on your behalf as Processor, the Nova Data Processing Addendum forms part of these Terms and governs that Processing. HMRC and Companies House receive information transmitted for authorised filings in their respective regulatory capacities and are not DataTracks’ Sub-processors.

Service Availability

DataTracks will use reasonable efforts to make Nova available, but does not guarantee uninterrupted, timely or error-free access. Nova may be unavailable or restricted due to scheduled maintenance, updates, security measures, technical failures, third-party services, internet or telecommunications failures, or events outside DataTracks’ reasonable control.

Suspension and Termination

DataTracks may suspend or terminate access to Nova where you materially breach these Terms, fail to pay applicable fees, or where DataTracks reasonably suspects fraudulent, unlawful, abusive or security-threatening use of the Services. Where reasonably practicable, DataTracks will provide notice of a suspension or termination and an opportunity to remedy the relevant breach, except where immediate action is reasonably necessary to protect the Services, users, Data or DataTracks. You may close your account at any time, subject to any applicable cancellation, refund and outstanding-payment provisions. Termination does not affect rights or obligations accrued before termination.

Following termination or closure, Customer Data will be handled in accordance with the applicable DPA, Privacy Policy and applicable law, including applicable retention, return and deletion requirements.

Cancellations and Refunds

Nova is provided for business use, to help you meet a company’s Corporation Tax and, where applicable, Companies House filing obligations. You use Nova in that capacity, whether as a director, company officer, authorised representative or professional adviser, and not as a private consumer. The cancellation and refund terms in this section apply on that basis. The version of these Terms in force when you place an order applies to that order.

Nova Ignite

Nova Ignite is provided free of charge for an eligible customer’s first company filing. As no fee is charged, this section does not apply to Nova Ignite filings.

Nova Core and Companies House Add-on Fees

A fee applies for each Nova Core filing and, where selected, for the Companies House filing add-on, and for any resubmission charged under Rejected or Unsuccessful Filings below, as set out on our pricing page at the time you place your order. Each component is treated separately under this section.

Your Right to Cancel Before Work Begins

You may cancel your order and receive a full refund at any time before we begin preparing your filing.

After Your Draft Filing Is Available

Once your draft filing has been made available for your review, the Nova Core fee is non-refundable, except as set out in Rejected or Unsuccessful Filings below. If you selected the Companies House add-on and that filing has not yet been submitted, you may cancel the add-on and receive a refund of the add-on fee.

Once a Filing Has Been Submitted

Once your filing has been submitted to HMRC or Companies House, the service has been fully performed and no refund is available, as the submission cannot be withdrawn or undone.

Rejected or Unsuccessful Filings

If a filing is rejected due to an error on our part, we will correct and resubmit it at no additional charge. If a filing is rejected due to inaccurate or incomplete information you provided, correction and resubmission may be subject to an additional fee.

How to Request a Cancellation or Refund

Contact us using the details in the Contact section below as soon as possible if you wish to cancel an order. Nothing in these Terms limits any right that cannot lawfully be excluded or restricted.

Intellectual Property

Nova, including its software, Source and object code, interfaces, design, workflows, documentation,technology, trademarks and other intellectual property are owned by or licensed to DataTracks and remain so. Subject to these Terms and payment of applicable fees, DataTracks grants you a limited, non-exclusive, non-transferable and revocable right to access and use Nova for your internal business purposes during the applicable subscription period. You retain ownership of Customer Data and information you submit through Nova. You grant DataTracks the rights necessary to host, Process, transmit and otherwise use Customer Data solely to provide the Services and as otherwise permitted by the Agreement, the DPA and applicable law.

Acceptable Use

You must not:
(a) use Nova in breach of applicable law or regulation;
(b) attempt to gain unauthorised access to Nova or another user account;
(c) interfere with or disrupt the security, integrity or operation of Nova;
(d) reverse engineer, decompile or disassemble Nova except to the extent such restriction is prohibited by applicable law;
(e) copy, resell, sublicense, lease or commercially exploit Nova except as expressly permitted by these Terms;
(f) introduce malware or other harmful code; or
(g) use Nova to submit fraudulent, misleading or unauthorised information.

Confidentiality

Each party shall protect confidential information received from the other party and use it only as necessary to perform or receive the Services, except where disclosure is required by law, to professional advisers subject to confidentiality obligations, or as otherwise permitted by the Agreement. Data protection obligations relating to Customer Personal Data are governed by the DPA.

Limitation of Liability

To the fullest extent permitted by law, DataTracks will not be liable for any indirect, incidental, or consequential loss, including loss of profit, arising from your use of Nova, except where such loss arises from our own negligence, wilful default, or breach of these Terms. Nothing in these Terms limits any liability that cannot be limited under applicable law.

Indemnification

To the extent permitted by applicable law, You shall indemnify DataTracks against third-party claims, losses, and reasonable costs arising directly from your material breach of these Terms, your unlawful or unauthorised use of Nova, or information you knowingly submit that is fraudulent, unlawful or materially misleading. This indemnity does not apply to the extent a claim results from DataTracks' breach of these Terms, negligence, wilful misconduct or violation of applicable law.

Changes to These Terms

DataTracks may update these Terms from time to time. Where a change is material, DataTracks will take reasonable steps to notify account holders. Continued use of Nova after the effective date of an updated version constitutes acceptance of the updated Terms.

Electronic Communications and Notices

You agree that DataTracks may communicate with you electronically regarding your account, orders, filings, service updates, security matters and other matters relating to Nova. Notices may be sent to the email address associated with your account or displayed through Nova. You are responsible for keeping your contact information current.

Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms, subject to any mandatory rights or jurisdiction that cannot lawfully be excluded.

Contact

Questions about these Terms can be directed to cfo@datatracks.com.

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of each agreement, subscription order, service order, statement of work, order form or other written arrangement (the “Agreement”) between DTracks Limited, a company incorporated in the United Kingdom with its registered office at Belgrave House, 39–43 Monument Hill, Weybridge, Surrey KT13 8RN, United Kingdom (“DataTracks”), and the customer identified in the Agreement (“Customer”), governing DataTracks’ provision of Nova, DataTracks’ online self-service platform for preparing and submitting UK Corporation Tax (CT600) returns electronically to HM Revenue and Customs (“HMRC”) and, where the Companies House filing add-on is selected, preparing and filing applicable statutory accounts with Companies House, together with related technical support and service administration.
This DPA applies only to the extent that DataTracks Processes Customer Personal Data as a Processor on behalf of the Customer. Capitalised terms used but not defined in this DPA have the meanings given to them in the Agreement.

1. DEFINITIONS

1.1 “Applicable Data Protection Law” means any data protection or privacy law applicable to the Processing of Customer Personal Data under the Agreement, including, where applicable, Regulation (EU) 2016/679 (“EU GDPR”), the EU GDPR as incorporated into EEA national law, the UK GDPR and the UK Data Protection Act 2018, in each case as amended or replaced.
1.2 “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party; and “Control” means ownership or control of more than fifty per cent of the voting interests or the power to direct management.
1.3 “Customer Data” means data, files, documents and other information submitted or made available by or for the Customer in connection with the Services.
1.4 “Customer Personal Data” means Personal Data contained in Customer Data that DataTracks Processes as Processor on behalf of the Customer.
1.5 “Data Protection Terms” means Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Process, Processing and Supervisory Authority, each of which has the meaning given in Applicable Data Protection Law.
1.6 “Services” means Nova, DataTracks’ online self-service platform, together with related services provided under the Agreement, including functionality that enables the Customer to prepare and submit UK Corporation Tax (CT600) returns electronically to HMRC and, where selected, prepare and file applicable statutory accounts with Companies House.
1.7.“Sub-processor” means a third party appointed by or for DataTracks to Process Customer Personal Data on behalf of the Customer in connection with the Services. A cloud infrastructure provider used to host or transmit Customer Personal Data is a Sub-processor where Applicable Data Protection Law treats it as such.

2. SCOPE, ROLES AND INSTRUCTIONS

2.1 The Customer is the Controller and DataTracks is the Processor of Customer Personal Data, except where the Customer acts as a Processor for another Controller, in which case DataTracks is the Customer’s Sub-processor. The Customer is responsible for ensuring that its instructions to DataTracks, including any instructions received from an upstream Controller, are lawful.
2.2 DataTracks shall Process Customer Personal Data only on the Customer’s documented instructions, including the Agreement, this DPA, the applicable Order, the Customer’s authorised use of the Services and any additional written instructions accepted by DataTracks, unless Applicable Data Protection Law requires otherwise. If legally permitted, DataTracks shall notify the Customer before undertaking legally required Processing.
2.3 DataTracks shall promptly inform the Customer if, in its reasonable opinion, an instruction infringes Applicable Data Protection Law. DataTracks may suspend the affected Processing until the parties agree a lawful instruction. DataTracks is not required to provide legal advice or independently verify the Customer’s compliance.
2.4. DataTracks may Process Customer Personal Data as necessary to provide the Services, including enabling the Customer to prepare, review, authorise and submit Corporation Tax (CT600) returns to HMRC and, where selected, prepare and file statutory accounts with Companies House, together with the hosting, security, maintenance and service administration required to operate Nova. Any use of information to improve generally available services shall use aggregated or de-identified information that does not identify the Customer or any Data Subject.
2.5 DataTracks may Process business contact, account administration, billing, fraud-prevention, service-security and legally required compliance information as an independent Controller. Such Processing is outside this DPA and remains subject to Applicable Data Protection Law.

3. CUSTOMER RESPONSIBILITIES

3.1 The Customer shall: (a) provide all notices and obtain all rights, consents, permissions and lawful bases required to disclose Customer Personal Data to DataTracks and permit its Processing; (b) issue only lawful instructions; (c) ensure Customer Data is accurate, relevant and limited to what is necessary; (d) authorise and manage its users and credentials; and (e) comply with Applicable Data Protection Law.
3.2 The Services are not designed for special-category data, criminal-conviction data, children’s data, personal financial-account credentials, medical data or other high-risk personal data unless the applicable Order expressly requires such data and DataTracks has agreed in writing to appropriate additional safeguards. Government-issued identifiers may be Processed where required for the applicable filing or the Services, subject to Applicable Data Protection Law and appropriate safeguards.
3.3 DataTracks is not required to inspect Customer Data to determine whether it contains Personal Data or whether its collection, disclosure or Processing is lawful, necessary or proportionate.
3.4 DataTracks shall not be responsible, to the extent caused by, Customer instructions, Customer or third-party systems, compromised Customer credentials, unauthorised Customer users, inaccurate or excessive Customer Data, changes made after delivery, or the Customer’s failure to comply with this DPA or Applicable Data Protection Law.

4. PROCESSING DETAILS

4.1 The Customer submits information and documents through Nova. DataTracks Processes the submitted information as necessary to provide Nova, including preparing the relevant filing, enabling the Customer to review and authorise the filing, and, once authorised by the Customer, submitting the filing to HMRC and, where applicable, Companies House. Authorised DataTracks personnel and applicable Sub-processors may access or Process Customer Personal Data only as necessary to provide, secure and maintain Nova. The Customer remains responsible for the accuracy and completeness of the information submitted and for reviewing and approving the filing before authorising submission, as further described in the Agreement and Nova Terms of Service.
4.1A HMRC and Companies House receive information transmitted through Nova in their respective regulatory and filing capacities. They are independent recipients/regulatory authorities and are not Sub-processors of DataTracks under this DPA.
4.1B Nothing in this DPA changes the Customer’s responsibility for the accuracy, completeness or legality of information submitted through Nova or for obtaining appropriate tax, legal or accounting advice where required.
4.2 The subject matter, duration, nature and purpose of Processing, categories of Data Subjects and types of Personal Data are set out in Schedule 1. HMRC and Companies House may receive filing information where the Customer authorises submission. They act in their respective regulatory capacities and are not Sub-processors of DataTracks under this DPA.
4.3 The applicable Order may supplement Schedule 1 for a particular Customer, product, service, reporting regime or jurisdiction. Unless expressly stated, such supplementation does not expand DataTracks’ liability or alter the Agreement’s commercial terms.

5. CONFIDENTIALITY AND PERSONNEL

5.1 DataTracks shall ensure that persons authorised to Process Customer Personal Data are bound by appropriate contractual, statutory or professional confidentiality obligations and access it only as necessary to perform their duties.
5.2 DataTracks shall maintain reasonable processes to grant, review and revoke personnel access according to role and business need.

6. SECURITY

6.1 Taking into account the state of the art, implementation costs, and the nature, scope, context and purposes of Processing and risks to Data Subjects, DataTracks shall implement and maintain appropriate technical and organisational measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access.
6.2 The current categories of measures are described in Schedule 2. DataTracks may update its measures to reflect technical and operational developments, provided that it does not materially decrease the overall level of protection for Customer Personal Data during the term.
6.3 No security measure guarantees that all incidents will be prevented. DataTracks does not warrant that the Services are immune from every threat, vulnerability or unauthorised act.

7. SUB-PROCESSORS

7.1 The Customer gives DataTracks general written authorisation to appoint and replace Sub-processors in accordance with this Section. The Sub-processors known at the date of this DPA are listed in Schedule 3. For clarity, Schedule 3 may also identify a DataTracks Affiliate that provides intra-group product support but does not Process Customer Personal Data; such an entity is not a Sub-processor solely by reason of that support role.
7.2 DataTracks shall impose written data-protection obligations on each Sub-processor that are no less protective, in material respects, than the obligations applicable to DataTracks under this DPA, having regard to the nature of the services performed. DataTracks remains responsible to the Customer for the Sub-processor’s performance of those obligations to the extent required by Applicable Data Protection Law.
7.3 DataTracks shall give reasonable prior notice of a new Sub-processor that will materially Process Customer Personal Data. The Customer may object within ten business days, solely on reasonable and documented data-protection grounds. The parties shall work in good faith to resolve the objection.
7.4 If DataTracks cannot reasonably resolve a valid objection without material cost or operational impact, DataTracks may offer a commercially reasonable alternative. If no alternative is available, either party may terminate only the affected Services on written notice. The Customer’s sole remedy for the unresolved objection is termination of the affected Services, and the Customer shall pay all accrued fees and non-cancellable committed charges through termination.

8. INTERNATIONAL TRANSFERS

8.1 The Customer acknowledges and authorises the Processing locations and transfers described in this DPA and Schedule 3, including access from and Processing in India by DataTracks Services Private Limited, where applicable to the provision of Nova.
8.2 Each party shall comply with the cross-border transfer requirements applicable to it. Transfers from the EEA to the United Kingdom may rely on the European Commission’s applicable adequacy decision while it remains valid.
8.3 Where a transfer requires an Article 46 safeguard, the parties shall use the applicable lawful transfer mechanism appropriate to their roles. For EU GDPR restricted transfers, this may include the European Commission standard contractual clauses adopted under Decision (EU) 2021/914 (“EU SCCs”). For UK GDPR restricted transfers, the parties shall use the UK International Data Transfer Agreement (“UK IDTA”) or the UK International Data Transfer Addendum to the EU SCCs, as applicable, together with any required transfer risk assessment or other data protection test.
8.4 For a restricted transfer from the Customer to DataTracks not covered by adequacy, the applicable EU SCC module shall be Module Two where the Customer is a Controller and DataTracks a Processor, or Module Three where both act as Processors. The information in the Agreement and Schedules 1–3 completes the corresponding annexes to the extent applicable. If UK law governs the restricted transfer, the UK Transfer Mechanism shall apply. The parties shall execute reasonably necessary supplemental tables or details.
8.5 DataTracks shall implement an appropriate transfer mechanism for restricted onward transfers to a Sub-processor, including DataTracks Services Private Limited, where required. Where the Customer’s execution or participation is legally required, the parties shall execute the applicable transfer mechanism and any required schedules or annexes. DataTracks shall not enter into a transfer mechanism on the Customer’s behalf unless expressly authorised in writing by the Customer.
8.6 If a transfer mechanism is amended, replaced or invalidated, the parties shall cooperate in good faith to implement a lawful replacement. DataTracks may suspend an affected transfer where reasonably necessary to comply with law.

9. DATA SUBJECT REQUESTS AND COMPLIANCE ASSISTANCE

9.1 Taking into account the nature of the Processing, DataTracks shall provide reasonable assistance through appropriate technical and organisational measures, insofar as possible, for the Customer to respond to requests by Data Subjects.
9.2 If DataTracks receives a request directly from a Data Subject concerning Customer Personal Data, it shall, unless prohibited by law, direct the requester to the Customer or notify the Customer. DataTracks shall not respond substantively except on documented Customer instructions or as required by law.
9.3 Taking into account the nature of Processing and information available to it, DataTracks shall provide reasonable assistance with the Customer’s obligations concerning security, breach notification, data-protection impact assessments and prior consultation.
9.4 Assistance beyond the standard Services is chargeable at DataTracks’ then-current professional rates unless required because of DataTracks’ material breach of this DPA. The Customer shall reimburse reasonable third-party costs approved in advance.

10. PERSONAL DATA BREACH

10.1 DataTracks shall notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data Processed by DataTracks or its Sub-processors.
10.2 To the extent reasonably available, the notice shall describe the nature of the breach, affected data and Data Subjects, likely consequences, mitigation taken or proposed, and a contact point. DataTracks may provide information in phases as its investigation progresses.
10.3 DataTracks shall take reasonable steps to contain, investigate and mitigate the breach. Notification is not an admission of fault or liability. The Customer remains responsible for determining whether and how to notify Supervisory Authorities, Data Subjects or other parties.

11. RETURN, DELETION AND RETENTION

11.1 On termination or expiry of the affected Services, DataTracks shall, at the Customer’s written choice and subject to the Agreement, return or delete Customer Personal Data within a reasonable period, unless Applicable Data Protection Law requires retention. The Customer is responsible for retrieving available Customer Data before service access ends. Where Nova permits multiple authorised users, the Customer is responsible for determining which individuals are authorised to access the Services and for managing their access permissions and credentials.
11.2 DataTracks may retain Customer Personal Data to the limited extent required by law, regulatory or professional record-keeping obligations, to establish or defend legal claims, or in routine backups that cannot reasonably be isolated for immediate deletion. Retained data remains protected under this DPA, is not actively Processed except for the permitted purpose and is deleted or overwritten under the applicable retention cycle.
11.3 A written deletion confirmation may be provided on reasonable request. DataTracks is not required to alter immutable backups, compromise system integrity or delete records it is legally entitled or required to retain.

12. INFORMATION AND AUDIT

12.1 DataTracks shall make available information reasonably necessary to demonstrate compliance with this DPA. Where reasonably sufficient, DataTracks may satisfy a request through current independent reports, certifications, summaries, policies or questionnaires, subject to confidentiality and access restrictions.
12.2 If such information is not reasonably sufficient and Applicable Data Protection Law requires further verification, the Customer may conduct an audit no more than once in any twelve-month period, except following a confirmed material Personal Data Breach attributable to DataTracks or a binding request from a Supervisory Authority.
12.3 An audit requires at least thirty days’ prior written notice; must be limited to Processing relevant to the Customer; occur during normal business hours; avoid disruption; and be conducted by an independent, suitably qualified auditor that is not a competitor and is bound by confidentiality. It shall not include penetration testing, vulnerability scanning, source-code review, access to other customers’ data, privileged material, unrestricted system access or disclosure that would compromise security.
12.4 The Customer bears its and DataTracks’ reasonable audit costs, unless the audit establishes a material breach of this DPA by DataTracks. DataTracks may require the parties to agree a reasonable audit plan before access is provided.

13. REGULATORY CHANGES

13.1 If Applicable Data Protection Law changes or a Supervisory Authority requires a modification necessary for lawful Processing, the parties shall cooperate in good faith to make the minimum required amendment. Any material change to scope, systems, security measures or cost is subject to equitable adjustment under the Agreement’s change-control process.

14. LIABILITY AND CLAIMS

14.1 As between the parties, all liability arising out of or relating to this DPA is subject to the exclusions, limitations, caps, procedures and other liability provisions in the Agreement. A claim under this DPA is a claim under the Agreement and does not create a separate, additional or cumulative liability cap.
14.2 Nothing in this DPA increases or makes unlimited any liability that is limited under the Agreement, except to the extent a limitation is prohibited by Applicable Data Protection Law. Nothing limits a Data Subject’s or Supervisory Authority’s rights where they cannot lawfully be limited.
14.3 No party may recover more than once for the same loss under the Agreement, this DPA, an indemnity, service credit or other remedy.
14.4 DTracks Limited is the contracting Processor and remains responsible as stated in this DPA. DataTracks Services Private Limited, DataTracks Global Pte Ltd and other DataTracks Affiliates are not parties to the Agreement or this DPA solely because they provide intra-group support or are related entities. To the fullest extent permitted by law, the Customer shall bring contractual claims only against DTracks Limited, and each DataTracks Affiliate and its personnel may rely on the exclusions, defences and limitations available to DTracks Limited. This clause does not restrict mandatory statutory rights or regulatory powers.

15. ORDER OF PRECEDENCE AND GENERAL

15.1 For a conflict specifically concerning the Processing of Customer Personal Data or a mandatory requirement of Applicable Data Protection Law, this DPA prevails to the minimum extent necessary to resolve that conflict. For all other matters, including scope, fees, warranties, indemnities, liability, governing law, dispute resolution, suspension and termination, the Agreement and applicable Order prevail.
15.2 If an Order expressly identifies a clause of this DPA that it overrides, the Order prevails for that clause to the extent legally permitted.
15.3 This DPA is governed by the governing law and dispute-resolution provisions of the Agreement, except where mandatory terms of an applicable transfer mechanism require otherwise.
15.4 This DPA remains effective while DataTracks Processes Customer Personal Data. Provisions that by their nature should survive, including confidentiality, return and deletion, audit restrictions, liability, transfer obligations and this Section, survive termination.
15.5 If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder remains effective.

SIGNATURES

This DPA may be executed in counterparts and by electronic signature. If it is not separately signed, it becomes binding when the Agreement incorporating or referring to it is executed.

SCHEDULE 1: DETAILS OF PROCESSING

SCHEDULE 2: TECHNICAL AND ORGANISATIONAL MEASURES

SCHEDULE 3: AUTHORISED SUB-PROCESSORS AND PROCESSING LOCATIONS