These Order Terms and the corresponding Licence Detail File form part of our Terms and Conditions (available at www.frisk-online.com/policies/terms-of-service) (together, the “Terms”) and apply at all times to Your access and/or use of the Training Materials made available through the Knowledge Share.
1.1 The Training Materials are licensed for use by the Customer, for the Purpose (as described in the Terms and Conditions), during the Subscription Period, as indicated in the Order Form terms; in accordance with clauses 17.5, 17.6 and 17.7 of the Terms and Conditions and the Notice, as set out in the Knowledge Share (also copied into Annex C of this Order Form, for reference). Additional restrictions and permissions are are agreed on a case-by-case (ability to view only/download/share internally).
1.2 KNOWLEDGE SHARE Activities. Subject to our Terms, copyright and all other Intellectual Property Rights subsisting in each and every piece of information associated with the Training Materials, via the Frisk Website (www.frisk-online.com), in the associated course transcripts, via data collection forms and other Training Materials distributed by Frisk through online media channels (including (not limited to): vimeo, LinkedIn and the Go1 Content Hub), is owned by Frisk Online or its third-party licensors of such information. When You review Frisk’s Training Materials and provide feedback, You hereby irrevocably assign with full title guarantee to Frisk the copyright and all other Intellectual Property (IP) rights subsisting in any changes or suggestions that You make as a Knowledge Share contributor. See Terms and Conditions (KNOWLEDGE SHARE Activities definition) for more information.
2. THE SUBSCRIPTION PERIOD
2.1 The “Subscription Period” in respect of the Knowledge Share is twelve (12) months, provided that the Licence may be terminated by Frisk where You are in breach of the T&Cs (including the Licence Detail File and the terms of the Order Form).
2.2 For a paid licence, the start date of the Subscription Period commences when Frisk receives full payment of its fees. These fees are not covered by this agreement and detailed in an addendum. For the avoidance of doubt, by completing this Order Form, you have signed up to view a limited selection of the Knowledge Share Training Materials (upgrades will be subject to mutual agreement).
2.3 The start date of the relevant Subscription Period (when access to the Knowledge Share is granted) commences when: (a) Your Knowledge Share Free access begins, or (b) You elect to participate as a Knowledge Share Contributor.
2.4 The Subscription Period is stated as a fixed period within each invoice and/or subscription confirmation email. When a Subscription Period ends, it is in the past, and not the relevant Subscription Period.
2.5 When a subscription period ends, Your associated Knowledge Share benefits expire. These benefits include (but are not limited to): unused Allocation Licences and the permission to keep Using* the Training Materials You have previously accessed/downloaded.
2.6 During Frisk's renewal process, You must confirm your renewal to the Knowledge Share, before accessing or continuing to use the Training Materials, under the terms of this agreement.
* See Terms and Conditions for a definition of Use.
Access to the Knowledge Share:
2.6 Introduction. The Knowledge Share is maintained by Frisk through a Google® Sites Wiki and or Google® Sheet. You must have a Google® business email address to gain private access to the site, by submitting a request to email@example.com or by completing an Order Form.
2.7 You acknowledge that the Knowledge Share is accessed by Frisk’s Customers, using the privacy restrictions created by Google® Sites.
2.8 Knowledge Share materials can be made available, on an internal basis (for limited internal use by Your authorised employees/representatives and no other external party), outside Google® Sites, (Frisk staff members share links to Training Materials, with customers, by email) through Your business Google® Email Address.
2.9 Access is granted by Frisk through either (a) You receiving an invite to join the Knowledge Share, or (b) You receiving an email containing Knowledge Share links. Once Access is granted, the Cancellation Period described in clause 4.2 does not apply.
3. PAYMENT AND INVOICING
3.1 This order form is for free or contributory Knowledge Share users. The terms of paid subscriptions are set out on an addendum.
3.2 Changes to the Fees and payment policy: Frisk reserves the right to change its payment policy and the Fees charged for the Knowledge Share, with such changes becoming effective for the subsequent Subscription Period. Any change to Fees will be communicated to You during Frisk’s renewal process. Unless otherwise stated, all Fees are quoted in British pounds sterling and exclude VAT and any and all other applicable taxes.
3.3 Quotes: Frisk’s quotes are valid for thirty (30) days from issue. If the Order Form is not signed and returned within this thirty day period, Frisk reserves the right to update its quotes.
4. CANCELLATIONS AND FEE REFUNDS
4.1 The Frisk Online Shop’s Refund Policy (available: https://www.frisk-online.com/policies/refund-policy) does not apply to either this Order Form or KNOWLEDGE SHARE Activities.
4.2 Without limiting Your other rights, You have the right to give notice to cancel Your Subscription, with such cancellation having effect, within thirty days (no refunds will be given for unused portions of the relevant Subscription Period).
4.3 Frisk does not renew Your Subscription Period automatically. Renewals are subject to approval.
5. DATA PROTECTION
You might choose to supply us with the personal data of other staff members. In this case, we can subscribe these users to Knowledge Share materials. The following sections apply in this use-case scenario.
5.1 In this clause, the following terms shall have the following meanings:
"controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" shall have the meanings given in Applicable Data Protection Law; and
"Applicable Data Protection Law" shall mean all applicable data protection and privacy laws which apply to the parties, including: (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the Data Protection Act 2018; (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii), or (iii) in each case as may be amended or superseded from time to time.
5.2 Frisk Online as a controller:
You acknowledge and understand that Frisk Online may act as a controller as set out in its Privacy Notice, available here: [https://www.frisk-online.com/policies/privacy-policy] ("Privacy Notice"). By signing this Order Form, You confirm that You will make this Privacy Notice available to any data subject that You allow to access or use the Services. Where Frisk Online acts as a controller, Frisk Online will comply with those obligations that apply to it under Applicable Data Protection Law.
5.3 Frisk Online as a processor:
You (the controller) appoints Frisk Online as a processor to process the personal data described in Annex B to this Order Form (the "Data") for the purposes of providing the "Customer" with access to and use of the Services as further set out in this Order Form (or as otherwise agreed in writing by the parties) (the "Permitted Purpose"). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. If Frisk Online becomes aware that processing for the Permitted Purpose infringes Applicable Data Protection Law, it shall promptly inform You.
You shall not disclose (and shall not permit any data subject to disclose) any special categories of personal data to Frisk Online for processing.
Frisk Online shall not transfer the Data outside of the European Economic Area ("EEA") unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, to a recipient in the United States of America that maintains a valid and up-to-date EU-US Privacy Shield certification, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
Frisk Online shall ensure that any person it authorises to process the Data (an "Authorised Person") shall protect the Data in accordance with Frisk Online's confidentiality obligations under this Order Form.
Frisk Online shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of or access to the Data (a "Security Incident"). "Customer" may obtain further information as to Frisk Online's security measures by contacting Frisk Online via email (to the address listed below).
You consent to Frisk Online engaging third-party subprocessors to process the Data for the Permitted Purpose provided that: (i) Frisk Online maintains an up-to-date list of its subprocessors at [https://docs.google.com/document/d/1zbJY_sLfVvIushkCyW4Wfgbxt5bcDNaPl4G-D45acPI/edit?usp=sharing, which it shall update with details of any change in subprocessors at least 10 days' prior to any such change; (ii) Frisk Online imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and (iii) Frisk Online remains liable for any breach of this Clause that is caused by an act, error or omission of its subprocessor. You may object to Frisk Online's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Frisk Online will either not appoint or replace the subprocessor or, if this is not possible, You may suspend or terminate this Order Form (without prejudice to any fees incurred by Frisk Online prior to suspension or termination).
Frisk Online shall provide reasonable and timely assistance to "Customer" (at Your expense) to enable You to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. You further acknowledge that the Frisk Online Portal enables You to manage the personal data of data subjects' directly. In the event that any such request, correspondence, enquiry or complaint is made directly to Frisk Online, Frisk Online shall promptly inform You providing full details of the same.
Frisk Online shall provide reasonable cooperation to "Customer" (at Your expense) in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
If it becomes aware of a confirmed Security Incident, Frisk Online shall inform You without undue delay and shall provide reasonable information and cooperation to "Customer" so that You can fulfil any data breach reporting obligations You may have under (and in accordance with the timescales required by) Applicable Data Protection Law. Frisk Online shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep You informed of all material developments in connection with the Security Incident.
Upon termination or expiry of this Order Form, Frisk Online shall (at the "Customer's” election) destroy or return to You all Data in its possession or control. This requirement shall not apply to the extent that Frisk Online is required by applicable law to retain some or all of the Data, or to Data it has archived on backup systems, in which event Frisk Online shall securely isolate and protect from any further processing except to the extent required by such law until deletion is possible.
Frisk Online shall permit the "Customer" (or its appointed third-party auditors) to audit Frisk Online's compliance with this clause, and shall make available to You all information, systems and staff necessary for You (or Your third-party auditors) to conduct such audit. Such audit shall be conducted at Your own cost. Frisk Online acknowledges that You (or Your third-party auditors) may enter its premises for the purposes of conducting this audit, provided that You gives it reasonable prior notice of its intention to audit, conducts its audit during normal business hours, and takes all reasonable measures to prevent unnecessary disruption to Frisk Online's operations. You will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction of a competent data protection authority; or (ii) You reasonably believe a further audit is necessary due to a Security Incident suffered by Frisk Online.
If the "Customer" wishes to exercise any of its rights under this clause, You should contact Frisk Online by email at firstname.lastname@example.org.