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Data processing terms

  • 1.Scope of these terms. These data processing terms apply (and are incorporated into Soleil Marketing’s Terms of Service) to the extent Soleil Marketing (as a processor) acts on behalf of the Customer and/or the Customer Affiliate (the controller) in its processing of personal data, use of cookies, or direct marketing communications, in its performance of the Services. The parties acknowledge that this applies in relation to the following activities:
  • processing of personal data within marketing and advertising materials forming part of the Customer Materials used to provide the Services;
  • processing of personal data, use of cookies, and/or use of data relating to recipients of direct marketing communications, for the purpose of providing the Services; and
  • any other processing activities for which it is agreed within the Schedule (or otherwise in writing between the parties) that Soleil Marketing acts as a processor on behalf of the Customer.

The Customer agrees that the relevant personal data shall not include any special categories of data, except to the extent notified to and approved by Soleil Marketing in advance.

2. Definitions. For the purposes of these data processing terms, the terms personal data, process/processing, controller, processor, personal data breach and data subject shall have the same meanings as in UK data protection laws.

3. Customer obligations. The Customer must comply (and, where applicable, shall procure that the Customer Affiliate shall comply) with applicable provisions of data protection and privacy laws within the UK and any other jurisdiction in which the Customer (and, where applicable, the Customer Affiliate) is established, or to which the Services relate, in relation to the activities of Soleil Marketing described under paragraph 1 above, including requirements relating to transparency, purpose limitation, legal basis for processing, data minimisation, storage limitation, rights of data subjects, information security (without prejudice to Soleil Marketing’s obligations under paragraph 4(c) below), international data transfers, consents and rights to object for the use of cookies and direct marketing communications.

4. Soleil Marketing obligations. In this clause 4, unless otherwise specified, the term “Customer” shall be interpreted as “Customer, or, where applicable, the Customer Affiliate”.

In carrying out the processing activities described in paragraph 1 above, Soleil Marketing agrees:

  • unless otherwise required or permitted by law, to process the personal data, use the cookies, and use the data relating to recipients of direct marketing communications, only for the purpose of performing the Services in accordance with the Customer’s instructions in the context of the Services (and such instructions include providing the Services in the manner described in the Schedule or otherwise agreed with the Customer);
  • to inform the Customer if, in its opinion, any instruction of the Customer infringes any applicable UK legal requirement, and of any applicable UK legal requirement which requires Soleil Marketing to process the personal data for purposes not specified within the Agreement (unless it is prohibited by law from informing the Customer);
  • in its performance of the Services, to implement reasonable technical and organisational security measures to ensure a level of security for such personal data appropriate to the risk;
  • where appropriate in accordance with UK law and in the context of its role in providing the Services, and subject to reasonable additional fees, to provide reasonable assistance to the Customer in responding to requests from data subjects to exercise their rights, and in complying with data protection obligations relating to security, personal data breaches and data protection impact assessments;
  • at the choice of the Customer, delete or return to the Customer the personal data after the end of the provision of the Services relating to the relevant processing, and, subject to clause 6.4 of the terms of service, delete its existing copies; and
  • at the reasonable request and cost of the Customer:
  • to make available to the Customer reasonable information necessary to demonstrate its compliance with (a) to (e) above, paragraph 5 below, and clause 6.1 of the terms of service (to the extent relating to Soleil Marketing’s activities as a processor on behalf of the Customer); and
  • to the extent such information is (in the reasonable opinion of the Customer) insufficient to demonstrate such compliance, to allow for and contribute to reasonable audits, at reasonable intervals, conducted by the Customer or another auditor mandated by the Customer, in order to ascertain such compliance.


5. Sub-processors. The Customer gives its approval (and warrants that the Customer Affiliate, where applicable, has given its approval) for Soleil Marketing, from time to time, to appoint one or more sub-processors for the processing activities described in paragraph 1 above, including, where relevant, Third Parties (except to the extent Soleil Marketing is dealing with them as an agent or representative of the Customer or the Customer Affiliate), sub-contractors, providers of marketing technology services, and other providers of technology services, which may include Microsoft Office 365 and Google cloud services.

Soleil Marketing shall ensure that processor obligations substantially similar or equivalent to those included within these data processing terms (to the extent required by applicable UK data protection law) are imposed on such sub-processors.

Soleil Marketing shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, and give the Customer (and, where applicable, the Customer Affiliate) an opportunity to object. If the Customer does reasonably object to any such change, and no reasonable solution is agreed between the parties, either party may terminate the Services (to the extent relevant to the sub-processor’s processing) immediately prior to the appointment of the new sub-processor.