Member invites terms

Parties

(1) Myzone Holdings Limited, a company incorporated in the Isle of Man (company number 017376V) whose registered office is at Level 3, Gordon House, 10a Prospect Hill, Douglas, IOM IM1 1EJ, British Isles (Myzone); and

(2) the customer organisation identified in the Owner’s Portal account through which these Terms are accepted (the Customer).

Background

(A) Myzone provides the Services to the Customer under the Agreement.

(B) Myzone makes available a feature in the Owner’s Portal that allows the Customer to invite its Members, by email sent on the Customer’s behalf, to create a Myzone account connected to the Customer’s facility (the Member Invites Feature).

(C) These Terms set out the basis on which the Customer may use the Member Invites Feature and how Invitation Data is handled.

Agreed terms

1. Interpretation

1.1 In these Terms, capitalised terms that are not defined below have the meaning given in the Agreement.

1.2 In these Terms:

Agreement: the Software as a Service Agreement between Myzone Limited and the Customer, together with its Schedules.

Approved Territory: a territory that Myzone has notified to the Customer as one in which the Member Invites Feature is available (at launch, every territory in which the Services are offered other than a Restricted Territory).

Data Notice: the Member Invitation Data Notice published by Myzone, as updated from time to time.

Data Protection Law: all laws relating to the processing of personal data that apply to a party in connection with these Terms, including the UK GDPR, the EU GDPR and the data protection laws of the Isle of Man.

Electronic Marketing Law: all laws regulating electronic marketing or commercial messages that apply in connection with an Invitation, including the Privacy and Electronic Communications (EC Directive) Regulations 2003, national laws implementing Directive 2002/58/EC and the CAN-SPAM Act of 2003.

Invitation: an email sent by Myzone on the Customer’s behalf inviting a Member to create a Myzone account connected to the Customer’s facility, and includes each Reminder.

Invitation Data: the name and email address of an Invitee as provided by the Customer, and no other personal data about the Invitee.

Invitee: a Member selected by the Customer to receive an Invitation.

Member: an individual who is a current member of the Customer’s facility.

Owner’s Portal: the Myzone portal through which the Customer’s Authorised Users administer the Services.

Permitted Purposes: the purposes listed in clause 4.4.

Reminder: a follow-up Invitation sent under clause 3.2.

Restricted Territory: Any country other than the UK, members of the EU, and the USA.

Suppression Record: the record that Myzone keeps, in protected form, of an Invitee’s email address and of that Invitee’s choice not to receive Invitations.

1.3 The terms controller, processor, personal data and processing have the meaning given in Clause 4.1 of the Agreement.

1.4 These Terms are a separate agreement between Myzone and the Customer. They supplement the Agreement, which is between Myzone Limited and the Customer, and do not vary it. Myzone is not a party to the Agreement, and Myzone Limited is not a party to these Terms. If these Terms conflict with Clause 4 of the Agreement or the Data Sharing Schedule in relation to Invitation Data or the Member Invites Feature, these Terms prevail in relation to that data and that feature only.

2. Acceptance and authority

2.1 These Terms take effect when an Authorised User selects the confirmation box for them in the Owner’s Portal and continues.

2.2 The Authorised User confirms that they are authorised to accept these Terms on behalf of the Customer, and the Customer is bound by that acceptance.

2.3 Myzone shall record each confirmation given in the Owner’s Portal in connection with the Member Invites Feature against the name of the Authorised User, the Customer’s facility and the date and time. The Customer agrees that those records are evidence of the confirmations given, in the absence of manifest error.

2.4 The Customer may stop using the Member Invites Feature at any time under clause 8.3.

3. The Member Invites Feature

3.1 On the Customer’s instruction given through the Owner’s Portal, Myzone shall send Invitations by email to the Invitees that the Customer selects. Each Invitation shall state that it is sent on behalf of the Customer.

3.2 For each Invitee and each of the Customer’s facilities, Myzone shall send one initial Invitation and up to three Reminders at seven, twenty-one and thirty days after the initial Invitation. Myzone shall not send more than four Invitations in total to the same Invitee for the same facility, and the Customer shall not ask Myzone to do so.

3.3 Myzone controls the form and content of Invitations and may change them. Each Invitation shall include the Customer’s name as the party on whose behalf it is sent, Myzone’s identity and postal address, a link to the Data Notice and links allowing the Invitee to opt out. The Customer shall not alter or remove that content.

3.4 An Invitation does not create a Myzone account. A Myzone account is created only if the Invitee chooses to create it. The Customer shall not create, or try to create, a Myzone account for any Invitee in connection with an Invitation.

3.5 The Member Invites Feature is available only for facilities in an Approved Territory. The Customer shall not select as an Invitee any individual whom it knows, or has reason to believe, is resident in a Restricted Territory. Myzone may block or reject any selection that appears to breach this clause.

3.6 Myzone does not guarantee that any Invitation will be delivered or that any Invitee will create an account.

4. Roles and permitted purposes

4.1 The Customer is a controller of the personal data of its Members that it holds, and is responsible for its decision to disclose Invitation Data to Myzone.

4.2 Myzone is an independent controller of the Invitation Data that it receives from the Customer, for the Permitted Purposes only. In respect of Invitation Data, Myzone does not act as the Customer’s processor and the parties are not joint controllers. This clause is consistent with Clause 4.2 of the Agreement.

4.3 Each party shall comply with Data Protection Law in relation to Invitation Data.

4.4 The Permitted Purposes are:

(a) sending Invitations;

(b) recording whether an Invitee has created an account, declined or opted out;

(c) keeping Suppression Records and checking them before every Invitation;

(d) giving the Customer the status information described in clause 4.6;

(e) responding to requests, complaints and claims, and complying with legal obligations; and

(f) where an Invitee creates a Myzone account, providing the Myzone App Services under the Privacy Notice.

4.5 Myzone shall not use Invitation Data to build profiles of Invitees or for any other marketing. Myzone shall not disclose Invitation Data to anyone other than its service providers acting under written terms, the Customer as described in clause 4.6, and anyone to whom disclosure is required by law.

4.6 Myzone shall make available to the Customer through the Owner’s Portal the number of Invitations sent, the status of those Invitations, and the number of accounts created. An invitee who opts-in to creating an account appears in the Customer’s member list in the Owner’s Portal in the same way as any other member.

5. Customer confirmations and undertakings

5.1 The Customer confirms and undertakes, each time it uses the Member Invites Feature, that:

(a) each Invitee is a Member, and the Customer holds the Invitation Data because the Invitee supplied it in connection with their membership;

(b) the Customer is entitled under Data Protection Law to disclose the Invitation Data to Myzone for the Permitted Purposes, and has given its Members the privacy information required for that disclosure, as Clause 4.2 of the Agreement requires;

(c) the Customer has the consents, permissions or other lawful basis that Electronic Marketing Law requires for an Invitation about Myzone to be sent to each Invitee on the Customer’s behalf;

(d) no Invitee is under 18 years of age;

(e) the Invitation Data is accurate and up to date so far as the Customer knows, and does not include anyone who has told the Customer that they do not wish to receive communications about Myzone;

(f) it is not using purchased, rented or third-party lists, and is inviting only Members;

(g) it shall comply with clause 3.5; and

(h) it shall keep records evidencing the matters in paragraphs (b) and (c) for 60 days (unless the user opts out, in which case we store their email for suppression reasons) and give Myzone a copy on reasonable request.

5.2 The Customer shall tell Myzone promptly if it receives a complaint, objection, request or withdrawal of permission that relates to an Invitation.

5.3 Myzone relies on the confirmations in clause 5.1. They do not affect any obligation that Myzone has to a regulator or an individual in its own right.

5.4 For the purposes of Clause 11.1 (Indemnity) of the Agreement, as it applies to these Terms under clause 11.1, the Customer’s use of the Member Invites Feature is use of the Services.

6. Myzone’s undertakings

6.1 Myzone shall:

(a) process Invitation Data only for the Permitted Purposes;

(b) before sending any Invitation, check the Suppression Records and not send to any Invitee who has declined Invitations from the Customer’s facility or opted out of all Invitations, whether the Invitation arises from a batch, a later invitation by the Customer or any automated route;

(c) cancel any pending Reminder when the Invitee creates an account, declines or opts out, or when the Customer disables the Member Invites Feature;

(d) give each Invitee the information that Data Protection Law requires, including the source of their data, in or by link from each Invitation;

(e) act on opt-outs promptly and without charge;

(f) apply appropriate technical and organisational measures to protect Invitation Data;

(g) tell the Customer without undue delay after becoming aware of a personal data breach affecting Invitation Data; and

(h) deal with requests from Invitees to exercise their rights that are made to Myzone, and co-operate reasonably with the Customer on requests made to the Customer that concern Invitation Data.

6.2 Myzone shall delete the Invitation Data of each Invitee who has not created an account or opted out within 30 days after the earlier of (a) the final Reminder being sent and (b) the Customer disabling the Member Invites Feature or Myzone cancelling the Invitation.

6.3 Myzone shall keep a Suppression Record for each Invitee who declines or opts out, for as long as is needed to honour that choice. Myzone is not required to delete a Suppression Record at the Customer’s request.

6.4 Myzone may use service providers to process Invitation Data on its behalf, provided it has written terms with them that comply with Data Protection Law. Myzone remains responsible for them.

7. Opt-outs and complaints

7.1 If an Invitee declines Invitations from the Customer’s facility, Myzone shall not send them any further Invitation on behalf of that facility.

7.2 If an Invitee opts out of all Invitations, Myzone shall not send them any Invitation on behalf of any customer, and the Customer acknowledges that it cannot invite that Invitee through the Member Invites Feature.

7.3 The Customer shall not seek to avoid a Suppression Record, including by submitting a variant of an email address.

7.4 Each party shall co-operate with the other, and with any regulator, in relation to complaints about Invitations.

8. Suspension, withdrawal and disabling

8.1 Myzone may suspend or withdraw the Member Invites Feature, in whole or in part or for any territory or Customer, on notice where practicable, if:

(a) it reasonably believes that the Customer has breached these Terms, Data Protection Law or Electronic Marketing Law;

(b) a regulator or court requires it;

(c) complaints or opt-outs indicate a risk to Invitees or to Myzone; or

(d) a change is needed to comply with law or with a third-party requirement.

8.2 On suspension or withdrawal, Myzone shall cancel pending Invitations.

8.3 The Customer may disable the Member Invites Feature at any time through the Owner’s Portal. Pending Invitations shall then be cancelled.

8.4 The Member Invites Feature is provided without additional charge. Suspension or withdrawal under this clause does not entitle the Customer to any refund or compensation, save as the Agreement requires.

9. Changes to these Terms

9.1 Myzone may update these Terms on 30 days’ notice to the Customer, or shorter notice where needed to comply with law. If the Customer does not wish to accept an update, it may stop using the Member Invites Feature before the update takes effect.

10. Duration and survival

10.1 These Terms continue until the Customer has disabled the Member Invites Feature and any Invitations pending at that time have been cancelled, or until the Agreement ends if earlier.

10.2 Clauses 4, 5, 6.2, 6.3, 7, 10 and 11 survive.

11. General

11.1 Clauses 11 (Indemnity), 12 (Limitation of liability), 23 (Third party rights), 24 (Notices), 25 (Governing law) and 26 (Jurisdiction) of the Agreement apply to these Terms as if set out in full in them, with references to the Agreement read as references to these Terms and references to Myzone read as references to Myzone Holdings Limited.

11.2 Mandatory local law that applies to the Customer or its Members continues to apply in addition to these Terms.

11.3 These Terms may be accepted electronically.