DEFINITIONS AND INTERPRETATION

1. In these Terms & Conditions the following definitions apply:
"24/7 Database" means the database of Crew on this Website;
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday;
"Confidential Information" means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets, information and/or documentation relating to Users, which is obviously confidential or has been identified as such;
"Contract" means the agreement between Yotspot and the User for the supply of the Services incorporating these Terms & Conditions and the Order, as well as the “Crew Platinum Account Terms & Conditions”, the “24/7 Account Terms & Conditions” or the “Marketplace Terms & Conditions” as the case may be;
"Controller" shall have the meaning given in applicable Data Protection Laws from time to time;
"Crew" means a User who registers on this Website to purchase Services comprising access to the Crew Platinum Account from Yotspot;
"Crew Platinum Account" means the online membership on this Website offering access to exclusive deals, discounts and an enhanced Crew Profile experience;
"Crew Profile" means the profile created on the Website by the User upon registration as Crew;
(a) The GDPR;
(b) The Data Protection Act 2018;
(c) Any laws which implement any such laws; and
(d) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
"Data Subject" shall have the meaning in applicable Data Protection Laws from time to time;
"Employer" means a User who registers on this Website to purchase Services comprising access to the 24/7 Database from Yotspot;
"Employer Profile" means the profile created on the Website by the User upon registration as an Employer;
"Force Majeure" means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract;
"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;
"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
(a) Whether registered or not
(b) Including any applications to protect or register such rights
(c) Including all renewals and extensions of such rights or applications
(d) Whether vested, contingent or future
(e) To which the relevant party is or may be entitled, and
(f) In whichever part of the world existing;
"International Organisation" has the meaning given in the applicable Data Protection Laws from time to time;
"Marketplace" means the software owned and operated by Yotspot allowing the Provider to upload the information to generate bookings for the Provider on this Website;
"Notice in Writing" means written communication originating from either party and being sent to the other party via any method of reproducing words in a legible and non-transitory form, including e-mail;
"Order" means the User's order for the supply of the Services as set out on the Website;
"Personal Data" has the meaning given in the applicable Data Protection Laws from time to time;
"Personal Data Breach" has the meaning given in the applicable Data Protection Laws from time to time;
"Price" has the meaning given in clause 3.1;
"processing" has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);
"Processor" has the meaning given to it in applicable Data Protection Laws from time to time;
"Protected Data" means Personal Data received from or on behalf of the User in connection with the performance of Yotspot's obligations under the Contract;
"Provider" means the person who purchases the Services comprising access to the Marketplace from Yotspot;
"Provider Profile" means the profile created on the Website by the User upon registration as a Provider;
"Services" means the services set out on the Website and to be supplied by Yotspot to the User, including the User's general use of this Website and the facilitation of the Crew's access to the Crew Platinum Account or the Employer's access to the 24/7 Database or the Provider's access to the Marketplace;
"Sub-Processor" means any agent, subcontractor or other third party (excluding its employees) engaged by Yotspot for carrying out any processing activities on behalf of the User in respect of the Protected Data;
"Terms & Conditions" means Yotspot's terms and conditions of sale set out in this document;
"User" means a person using this Website or accessing Services on this Website. For the avoidance of doubt, each Crew, each Employer and each Provider are also considered Users for the purposes of these Terms & Conditions;
"VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services;
"Website" means the website with URL www.yotspot.com;
"Yotspot" means CB Media Group Limited, a company registered in England and Wales (Company Registration Number: 07129363) and whose registered office is situated at Ocean Village Innovation Centre, 4 Ocean Way, Southampton, Hampshire, England, SO14 3 JZ; and
"Yotspot Personnel" all employees, officers, staff, other workers, agents and consultants of Yotspot, and any of its sub-contractors who are engaged in the performance of the Services from time to time.

APPLICATION OF THESE TERMS & CONDITIONS

1. These Terms & Conditions apply to and form part of the Contract between Yotspot and the User. They supersede any previously issued terms and conditions of purchase or supply.
2. No variation of these Terms & Conditions or to the Contract shall be binding until expressly updated by Yotspot and notified to the User.
3. By the User submitting the Order on the Website to Yotspot, the User shall be deemed to have made an offer to purchase the Services subject to these Terms & Conditions.
4. Yotspot may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
   1. Yotspot's written acceptance of the Order via e-mail; or
   2. Yotspot supplying the Services to the User by the User using the Website to create the Crew's Profile, the Employer's Profile or the Provider's Profile (as the case may be).
5. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
6. The User may access the Website in accordance with these Terms & Conditions.
7. The User agrees to keep the User's login information, including the User's password, in strict confidence. For the avoidance of doubt, Yotspot is not responsible for any unauthorised access to any Crew Profile, any Employer Profile or any Provider Profile.
8. In the event that a third party obtains the User's login information, the User must inform Yotspot immediately. For the avoidance of doubt, Yotspot reserves the right to suspend any Crew Profile, any Employer Profile or any Provider Profile until such time as it is confirmed that the User has in place adequate security measures to protect the User's login information.
9. The User shall further be subject to the following terms & conditions in the following circumstances:
   1. Upon registration as Crew in respect of the Crew Platinum Account, the User shall be subject to the “Crew Platinum Account Terms & Conditions” as set out on this Website;
   2. Upon registration as an Employer in respect of the 24/7 Database, the User shall be subject to the “24/7 Account Terms & Conditions” as set out on this Website;
   3. Upon registration as a Provider in respect of the Marketplace, the User shall be subject to the “Marketplace Terms & Conditions” as set out on this Website.
10. In connection with these Terms & Conditions:
    1. A Notice in Writing shall be in English, made in hard-copy or via e-mail, signed by or on behalf of the party giving it (except for notices sent by e-mail), and sent to the relevant party at such relevant party’s address or e-mail address.
    2. A Notice in Writing may be given, and is deemed received:
       (a) By hand: On receipt of a signature at the time of delivery;
       (b) By Royal Mail recorded post: At 9.00 am on the second Business Day after posting;
       (c) By Royal Mail international recorded post: At 9.00 am on the fourth Business Day after posting; and
       (d) By e-mail: At 9.00am on the fourth Business Day after the e-mail has been sent to the relevant party’s e-mail address as specified in the Contract or the relevant party’s e-mail address that is used in connection with the crew Profile, provided that the sender has not received a delivery failure notification.

PRICE

1. The price for the Services shall be as set out below (“Price”). For the avoidance of doubt, some Services may be supplied by Yotspot at its discretion as free of charge.
   1. The Price in respect of the Crew Platinum Account is set out on this Website from time to time;
   2. The Price in respect of the 24/7 Database is set out on this Website from time to time;
   3. The Price in respect of the Marketplace is set out on this Website from time to time.
2. The Prices are exclusive of:
   1. An administration charge in respect of credit/debit card payments made via the Website, and
   2. VAT.
3. The Crew/Employer/Provider shall pay any applicable VAT to Yotspot on registration for any relevant Services and/or upon receipt of a valid VAT invoice, and provided that the Crew/Employer/Provider is required to pay VAT in respect of the Crew's/Employer's/Provider's tax obligations in the UK.
4. Yotspot may increase the Prices at any time by giving the Crew/Employer/Provider not less than 20 Business Days' notice in writing.
5. Notwithstanding clause 3.4, Yotspot may increase the Prices with immediate effect by notice in writing to the Crew/Employer/Provider where there is an increase in the direct cost to Yotspot of supplying the relevant Services which is due to any factor beyond the control of Yotspot.

PAYMENT

1. Yotspot shall invoice the Crew/Employer/Provider for the Services at any time after performance of the Services.

PERFORMANCE

1. Time is not of the essence in relation to the performance of the Services. Yotspot shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.
2. Yotspot shall not be liable for any delay in or failure of performance caused by:
   1. The User's failure to provide Yotspot with adequate instructions for performance or otherwise relating to the Services;
   2. Force Majeure.
3. Yotspot reserves the right to deactivate and/or suspend the User's use of this Website, the Crew's access to the Crew Platinum Account, the Employer's access to the 24/7 Database or the Provider's access to the Marketplace in the event that the User, Crew, Employer or Provider breaches a provision of these Terms & Conditions.
4. For the avoidance of doubt, Yotspot reserves the right to refuse Services to any User for any reason at any time.

WARRANTY

1. Yotspot warrants that the Services shall:
   1. Conform in all material respects to their description;
   2. Be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
2. The User warrants that:
   1. It will not use this Website to disseminate offensive content. In the event that content uploaded to the Crew Profile, the Employer Profile or the Provider Profile is considered offensive, in Yotspot's sole discretion, such content shall be removed from the this Website;
   2. It will use this Website only in respect of genuine content uploaded to the Crew Profile, the Employer Profile or the Provider Profile. For the avoidance of doubt, any content uploaded to the Crew Profile, the Employer Profile or the Provider Profile suspected of being fake, spam or non-genuine will be removed;
   3. It will only use this Website to disseminate content owned by the User;
   4. It will not use the Services to abuse, harass, threaten, impersonate, intimidate or otherwise violate the legal rights (including rights of privacy and publicity) of any third party;
   5. It will not use the Services for any illegal or unauthorised purposes. Users based outside of the United Kingdom agree to comply with all local laws in the jurisdiction in which such Users are situated regarding online conduct and acceptable content;
   6. It is solely responsible for its conduct and any data, text, Confidential Information relating to the User, graphics, photos, audio and video clips, or links submitted in the Crew Profile, the Employer Profile or the Provider Profile, or posted, displayed and/or distributed via the Services;
   7. It will not modify, adapt, create derivative work of, reverse engineer, or hack the Website or the Services (including any of its subpages or software provided on or through the Website);
   8. It will not modify another website so as to falsely imply that such website is associated with Yotspot or this Website;
   9. It will not create or submit unwanted spam e-mail communications to any other User;
   10. It will not transmit any worms, viruses or any code of a destructive nature;
   11. It will not violate any laws in the User's jurisdiction (including, but not limited to, proprietary rights, intellectual property rights, data protection legislation and distance selling regulations);
   12. Users that have registered to become Crew, Employers or Providers will not upload any data, text, Confidential Information relating to the User, graphics, photos, audio and video clips, or links in the Crew Profile, the Employer Profile or the Provider Profile which constitute advertisements in respect of any User affiliated websites, such unauthorized content to be determined by Yotspot in its sole discretion;
   13. Users that register to become Crew agree to conduct all necessary due diligence in connection with any agreement entered into between Crew and Employers/Providers;
   14. Users that register to become Employers agree to conduct all necessary due diligence in connection with any agreement entered into between Employers and Crew.
1. Except as set out in this clause 6:
   1. Yotspot gives no warranty and makes no representations in relation to the Services; and
   2. Shall have no liability for their failure to comply with the warranty in clause 6.1 and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
2. For the avoidance of doubt, Yotspot gives no representation or warranty as to the performance, suitability, entitlement or character of any User.
3. For the avoidance of doubt, Yotspot gives no representation or warranty as to the uninterrupted, continuous, secure or error-free operation of the Website.
4. For the avoidance of doubt, Yotspot gives no representation or warranty as to the accuracy of information uploaded by Users to this Website.

INDEMNITY

1. The User shall indemnify, and keep indemnified, Yotspot from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Yotspot as a result of or in connection with the User's breach of any of the User's obligations under the Contract.
2. The User agrees to hold harmless and indemnify Yotspot, its successors and assigns and each of their respective shareholders, directors, officers, employees and agents from and against any action, claim, judgment, or damage (actual and consequential), debt, demand, expense or liability (including reasonable costs and attorney's fees) of every kind and nature, asserted by any person, arising from or in any way related to any data, text, Confidential Information relating to the User, graphics, photos, audio and video clips, or links submitted in the Crew Profile, the Employer Profile or the Provider Profile, or posted, displayed and/or distributed via the Services.

LIMITATION OF LIABILITY

1. The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
2. Subject to clauses 8.5 and 8.6, Yotspot's total liability shall not exceed the value of the Contract.
3. Subject to clauses 8.5 and 8.6, Yotspot shall not be liable for consequential, indirect or special losses.
4. Subject to clauses 8.5 and 8.6, Yotspot shall not be liable for any of the following (whether direct or indirect):
   1. Loss of profit;
   2. Loss or corruption of data;
   3. Loss of use;
   4. Loss of production;
   5. Loss of contract;
   6. Loss of opportunity;
   7. Loss of savings, discount or rebate (whether actual or anticipated);
   8. Harm to reputation or loss of goodwill.
5. The limitations of liability set out in clauses 8.2 to 8.4 shall not apply in respect of any indemnities given by either party under the Contract.
6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
   1. Death or personal injury caused by negligence;
   2. Fraud or fraudulent misrepresentation;
   3. Any other losses which cannot be excluded or limited by applicable law;
   4. Any losses caused by wilful misconduct.
7. The User acknowledges and agrees that Yotspot shall not be held liable for any losses incurred by the User arising out of or in connection with the User's reliance on data, text, Confidential Information relating to Users, graphics, photos, audio and video clips, or links submitted in any Crew Profile, any Employer Profile or any Provider Profile, or posted, displayed and/or distributed via the Services.
8. No waiver of any term, provision or condition of these Terms & Conditions in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. The User agrees that in the event that Yotspot does not exercise or enforce any legal right or remedy to which it is entitled, this will not be taken to be a formal waiver of Yotspot's rights and that those rights or remedies will still be available to Yotspot.

INTELLECTUAL PROPERTY

1. All Intellectual Property Rights arising out of or in connection with the Services are owned by Yotspot.
2. All Intellectual Property Rights arising out of or in connection with the Website are owned by Yotspot.
3. For the avoidance of doubt, Yotspot does not own any Intellectual Property Rights uploaded by the User to any Crew Profile, Employer Profile or Provider Profile.
4. The User grants Yotspot, a non-exclusive, transferrable, irrevocable, worldwide, perpetual, royalty-free, right and licence to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit any information uploaded by the User to the Crew Profile, the Employer Profile or the Provider Profile (as the case may be), in whole or in part, in any media for any purpose whatsoever, without compensation to the User.

CONFIDENTIALITY AND ANNOUNCEMENTS

1. The User shall keep confidential all Confidential Information of Yotspot and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
   1. Any information which was in the public domain at the date of the Contract;
   2. Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
   3. Any information which is independently developed by the User without using information supplied by Yotspot; or
   4. Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract;
Except that the provisions of clauses 10.1.1 to 10.1.3 shall not apply to information to which clause 10.3 relates.
2. This clause shall remain in force in perpetuity.
3. To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any provisions of clause 11.

PROCESSING OF PERSONAL DATA

1. The parties agree that the User is a Controller and that Yotspot is a Processor for the purposes of processing Protected Data pursuant to the Contract. The User shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The User shall ensure all instructions given by it to Yotspot in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
2. Yotspot shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
3. The User shall indemnify and keep indemnified Yotspot against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the User of its obligations under this clause 11.
4. Yotspot shall:
   1. Only process (and shall ensure Yotspot Personnel only process) the Protected Data in accordance with schedule 1 and the Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the User of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
   2. If Yotspot believes that any instruction received by it from the User is likely to infringe the Data Protection Laws it shall promptly inform the User and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
5. Taking into account the state of technical development and the nature of processing, Yotspot shall implement and maintain the technical and organisational measures set out in Part 2 of schedule 1 to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
6. Yotspot shall:
   1. Not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors' own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the User;
   2. Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 11 that is enforceable by Yotspot and ensure each such Sub-Processor complies with all such obligations;
   3. Remain fully liable to the User under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
   4. Ensure that all persons authorised by Yotspot or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
7. The User authorises the appointment of the Sub-Processors as agreed between the parties in writing from time to time.
8. Yotspot shall (at the User's cost):
   1. Assist the User in ensuring compliance with the User's obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Yotspot; and
   2. Taking into account the nature of the processing, assist the User (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the User's obligations to respond to requests for exercising the Data Subjects' rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
9. Yotspot shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the User. For the avoidance of doubt, in accordance with the nature of Yotspot's business, Users acknowledge that Protected Data appearing on any Crew Profile, any Employer Profile or any Provider Profile may be available to Users outside of the United Kingdom in accordance with Yotspot's Privacy Policy.
10. Yotspot shall, in accordance with Data Protection Laws, make available to the User such information that is in its possession or control as is necessary to demonstrate Yotspot's compliance with the obligations placed on it under this clause 11 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the User (or another auditor mandated by the User) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 11.10).
11. Yotspot shall notify the User without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
12. On the end of the provision of the Services relating to the processing of Protected Data, at the User's cost and the User's option, Yotspot shall either return all of the Protected Data to the User or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Yotspot to store such Protected Data. This clause 11 shall survive termination or expiry of the Contract.
13. Further to the above:
    1. Users agree that any data, including, but not limited to, names, contact details, CVs, pictures, or files sent to Users or downloaded from Yotspot and stored either electronically or physically will be protected to the standards outlined in the General Data Protection Regulation (GDPR) (EU) 2016/679;
    2. Users agree that any data, including, but not limited to, names, contact details, CVs, pictures, or files sent to Users or downloaded from Yotspot and stored either electronically or physically must be deleted or destroyed within 30 days unless the User in question has a lawful reason for storing such data;
    3. Users agree that under no circumstances shall any data, including, but not limited to, names, contact details, CVs, pictures, or files sent to Users or downloaded from Yotspot be shared with any third party without the permission from the owner of such data or Data Subject;
    4. Users agree that in the event that a User is granted permission to share a Data Subject's data with a third party, that such User has in place a contract with the third party that protects the Data Subject's data to the standards outlined in the General Data Protection Regulation (GDPR) (EU) 2016/679;
    5. Users agree that in the event that a User is granted permission to share a Data Subject's data with a third party, that such User has in place a contract with the third party that states any data received by the third party will be deleted and/or destroyed within 30 days unless the third party in question has a lawful reason for storing such data.
    6. Users agree that the notes section on Yotspot must contain factual information only, any other information is strictly prohibited. Although these notes are not public, a user can, under a Subject Data Request, request to see this data.

FORCE MAJEURE

1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
   1. Promptly notifies the other of the Force Majeure event and its expected duration; and
   2. Uses best endeavours to minimise the effects of that event.
2. If, due to Force Majeure, a party:
   1. Is or shall be unable to perform a material obligation; or
   2. Is delayed in or prevented from performing its obligations for a continuous period exceeding 10 Business Days;
The other party may, within 20 Business Days, terminate the Contract on immediate notice in writing.

TERMINATION

1. The User may terminate the Contract in accordance with the “Crew Platinum Account Terms & Conditions”, the “24/7 Account Terms & Conditions” or the “Marketplace Terms & Conditions” as the case may be.
2. Yotspot may terminate the Contract or any other contract which it has with the User in accordance with the “Crew Platinum Account Terms & Conditions”, the “24/7 Account Terms & Conditions” or the “Marketplace Terms & Conditions” as the case may be.
3. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Yotspot at any time up to the date of termination.

ENTIRE AGREEMENT

1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
3. Nothing in these Terms & Conditions purports to limit or exclude any liability for fraud.

VARIATION

1. No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Terms & Conditions and is duly signed or executed by, or on behalf of, Yotspot.

ASSIGNMENT

1. The User may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Yotspot's prior written consent.

NO PARTNERSHIP OR AGENCY

1. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

THIRD PARTY RIGHTS

1. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

GOVERNING LAW

1. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

JURISDICTION

1. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

PART 1

Data processing details

Processing of the Protected Data by Yotspot under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Part 1 of schedule 1.

1. SUBJECT-MATTER OF PROCESSING:
Information relating to the User for the purposes of Yotspot and the User carrying out the parties' respective obligations in accordance with these Terms & Conditions.

2. DURATION OF THE PROCESSING:
The duration of the Contract.

3. NATURE AND PURPOSE OF THE PROCESSING:
The collection, recording, organisation, storage, retrieval, erasure and destruction of Protected Data for the purposes of Yotspot and the User carrying out the parties' respective obligations in accordance with these Terms & Conditions.

4. TYPE OF PERSONAL DATA:
Any personal data as may be required in accordance with the “Crew Platinum Account Terms & Conditions”, the “24/7 Account Terms & Conditions” or the “Marketplace Terms & Conditions” as the case may be.

5. CATEGORIES OF DATA SUBJECTS:
Any categories of data subject as may be required in accordance with the “Crew Platinum Account Terms & Conditions”, the “24/7 Account Terms & Conditions” or the “Marketplace Terms & Conditions” as the case may be.

6. SPECIFIC PROCESSING INSTRUCTIONS:
Not Applicable

PART 2

Technical and organisational security measures

1. Yotspot shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Yotspot shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

1.2 The User acknowledges and agrees that Yotspot engages a third party service (Stripe, Xero, Octobat, THB Accountants, Bronco, Amazon Web Services, Hub Spot, Breckenridge & Viana Limited) for the storage of Protected Data, and accordingly, the Protected Data may be stored on servers outside the United Kingdom.