OneShot's Terms of Service
Welcome to Oneshot.ai. Please read these terms carefully before you download or use our Oneshot.ai Chrome extension.
These Terms of Service set out the terms of a contract between us and our customers. They describe the Oneshot.ai service we will provide to you, and other aspects of our business relationship. We cannot provide the Oneshot.ai service to you unless you agree to them. We are Oneshot.ai Ltd, a limited company registered in England and Wales under company number 12681675, whose registered office is at 58 High Beeches, Gerrards Cross, Buckinghamshire, United Kingdom, SL9 7HY. We are referred to as “we”, “us” or “Oneshot.ai” in these Terms of Service. “You” means the person or entity requesting access to the Oneshot.ai service, including our Chrome extension (“the Services”). If you are agreeing to these Terms of Service on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
Important - CRM Account Owners
If you elect to link your CRM provider (e.g. Salesforce) account (“CRM Account”) to the Services, you do so on behalf of the entity which is the owner of that CRM Account (“CRM Account Owner”), and references to ‘you’ in these Terms of Service refer to that CRM Account Owner. When linking a CRM Account to the Services, you represent or warrant that the information you enter for the CRM Account Owner is correct, and that you are acting with the CRM Account Owner’s permission in using the Services and linking the Services to the CRM Account.
Important – you are responsible for data protection compliance of your use of the Services
It is your responsibility to ensure that you use the Oneshot.ai service in accordance with Data Protection Laws. You will need to transparently notify the individuals identified in any data processed for you by the Services of this use of their data, in accordance with those Data Protection Laws. It is your responsibility to ensure that you have a legal basis under Data Protection Laws to process any personal data by means of the Services.
Your attention is drawn in particular to section 3.1, which sets out important disclaimers in respect of the Services; and the limits of liability in section 14.
If you think that there is a mistake in these terms or they require any changes, or you would like to discuss any of them, please contact us a firstname.lastname@example.org.
The binding contract created by your acceptance of these Terms of Service and our acceptance of your registration or order for a subscription is referred to in these Terms of Service as “our agreement”. If you breach any of the terms, we may terminate your access to the Services.
If not given a meaning right away when they are mentioned, capitalised terms (like “the Services”, for example) are defined at the end of these Terms of Service in section 17.
Usage of the Services
You may use the Services during the period of your Subscription solely for your internal business operations, for the purposes of marketing to business contacts only (not consumers), and subject to these Terms of Service. The right to use the Services applies to you only, and not anyone else (for example, any other company which might be affiliated with you).
You must ensure that your usage of the Services does not exceed the limits of your Subscription.
You must ensure that you keep your password confidential. You are responsible for maintaining the security of your account and password. Oneshot.ai will not be liable for any loss or damage from your failure to comply with this security obligation. You will be responsible for any activity undertaken using your account credentials.
You must ensure that you comply at all times with our Acceptable Use Policy, which forms part of our agreement.
From time to time, Oneshot.ai may make Beta Services available to you at no charge. You may choose to try such Beta Services at your sole discretion. Oneshot.ai makes no warranty or representation regarding any Beta Services, and may discontinue Beta Services at any time in its sole discretion and may never make them generally available.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Oneshot.ai.
Subscriptions, Upgrades and Downgrades
The Services are subject to usage limits specified in respect of the different Subscriptions offered by Oneshot.ai. These are as initially specified on the Oneshot.ai Website as part of your registration process, and as may be updated by notice by Oneshot.ai to you.
You may at any time upgrade your Subscription to any paid plan offered by Oneshot.ai from time to time. If you wish to upgrade your Subscription, you shall pay to Oneshot.ai the relevant fees for such additions as set out on the Oneshot.ai Website and, if the upgrade is purchased by you part way through a Subscription Period, such fees shall be pro-rated from the date of activation by Oneshot.ai for the remainder of the current Subscription Period. If you are upgrading from a free Subscription to a paid Subscription, we will charge your payment card immediately and your new Subscription Period starts on the day of upgrade.
For downgrades in Subscription level, the new rate starts from the end of your current Subscription Period. There will be no prorating for downgrades made mid-Subscription Period.
You are only permitted to set up one trial or free Subscription per legal entity. Any user found setting up multiple trial or free Subscriptions for any entity will be terminated and blocked from accessing the Services immediately.
You acknowledge that:
Oneshot.ai makes no representation or warranty regarding your ability to lawfully conduct any sales activity in respect of any individual whose Personal Data is comprised in any Data Integration Contacts;
you, not Oneshot.ai, are responsible for compliance with Data Protection Laws of your use of the Services in respect of any User Data, and your processing of any personal data of Data Integration Contacts;
you, not Oneshot.ai, are responsible for maintaining and updating Data Integration Contact to reflect any changes to it; and
Oneshot.ai has no responsibility for maintaining any CRM Integration and shall not be liable in the event of any failure to maintain any such Integration.
You assume sole responsibility for results obtained from the use of the Services by you, for conclusions drawn from such use, and for any use you make of Data Integration Contacts. Oneshot.ai shall have no liability for any damage caused by errors or omissions in any Suggested Message, Data Integration Contacts provided to Oneshot.ai by you in connection with the Services, or any actions taken by Oneshot.ai at your direction.
You acknowledge that the technical processing transmission of data by means of the Services, including User Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Oneshot.ai is entitled to make changes to the Services and the Service Description. Oneshot.ai shall give email notice of such changes to you prior to these changes coming into effect.
Oneshot.ai makes no claim that it is affiliated with or endorsed by any CRM Integration (including Salesforce) or any Data Integration (including LinkedIn).
User Data and Data Protection
As between you and Oneshot.ai, you own all of your User Data. You are responsible for the legality, reliability, integrity, accuracy and quality of all such User Data, and will ensure that you are legally entitled to provide it to Oneshot.ai for the purposes of providing the Services. Except as set out in our agreement, Oneshot.ai will not have any rights to use your User Data.
Oneshot.ai shall comply with the information security safeguards specified in the Security section of its website at Guide to Handling of Customer Data by Oneshot.ai.
Without prejudice to the Data Processing Terms, in the event of any loss or damage to User Data, your sole and exclusive remedy against Oneshot.ai shall be for Oneshot.ai to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Oneshot.ai. Oneshot.ai shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by Oneshot.ai to perform services related to User Data maintenance and back-up).
To the extent that any User Data or Data Integration Contact contains any Personal Data, Oneshot.ai processes the same as a ‘data processor’, on behalf of you as ‘data controller’ as defined in Data Protection Laws, and the Data Processing Terms below (which form part of our agreement) shall additionally apply.
Oneshot.ai uses Usage Data to build features and improve the functionality and feature set of the Services, and may disclose to third parties aggregated and anonymised research data (which cannot reasonably be used to infer the identity of any user or customer of Oneshot.ai) based on the Usage Data. Nothing in our agreement shall restrict Oneshot.ai from such use of Usage Data.
Data Integration Contacts
To the extent that it comprises any Personal Data, Oneshot.ai makes no warranty that any individual whose contact details are comprised in any Data Integration Contact has provided any necessary consents under Data Protection Laws or otherwise, for any marketing or promotional activity.
You must disclose to any individual whose Personal Data is comprised in any Data Integration Contacts, details of your processing of that Personal Data, in accordance with Data Protection Laws (including Article 14 of GDPR). You shall list Oneshot.ai as a data processor of personal data in that disclosure.
⦁ Oneshot.ai will perform the Services substantially in accordance with the Service Description. This does not apply to the extent of any non-conformance which is caused by use of the Services contrary to Oneshot.ai's instructions, or modification or alteration of the Services by any party other than Oneshot.ai or Oneshot.ai's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Oneshot.ai will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in section this 7.1. This section does not apply to any Beta Services – these are provided ‘as is’ without any such commitment.
Oneshot.ai does not warrant that:
your use of the Services will be uninterrupted or error-free; or
that the Services, Data Integration Contacts and/or the information obtained by you through the Services will meet your particular requirements.
without affecting your other obligations under our agreement, comply with all applicable laws and regulations with respect to your activities under our agreement;
ensure that you use the Services in accordance with the terms and conditions of our agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary (including in respect of any User Data and any access to CRM Accounts) for Oneshot.ai, its sub-contractors, suppliers and agents to perform their obligations under our agreement, including without limitation the Services.
obtain and maintain at all times and at your own cost all required third party licences and consents where required for your use of Data Integration Contacts, including any necessary marketing consents from any individuals under Data Protection Laws.
Charges and payment
Unless you are on a free Subscription, you shall pay the Subscription Fees to Oneshot.ai for the Subscription. Oneshot.ai reserves the right to change the Subscription Fees at any time. We will post changes on the Oneshot.ai Website or by e-mail to the address you have provided to us in connection with your account. The changes will be applicable from the end of the then-current Subscription Period, or (if you are on a free Subscription) at any time.
Unless you are on a free Subscription, you shall provide to Oneshot.ai valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise Oneshot.ai to bill such credit card for the Subscription Fees payable in respect of the Initial Subscription Term and monthly thereafter for each Renewal Period.
All amounts and fees stated or referred to in our agreement are exclusive of any value added tax, which to the extent applicable shall be added to Oneshot.ai's invoice(s) at the appropriate rate.
Unless you are on a free Subscription, you agree to immediately notify Oneshot.ai of any change in your billing address or the credit card used for payment of your Subscription Fees.
All amounts due under our agreement from you to Oneshot.ai shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If any such deduction or withholding of any tax is required by law, you will notify Oneshot.ai and you will pay any additional amounts necessary to ensure that the net amount that Oneshot.ai receives, after deduction and withholding, equal the amount Oneshot.ai would have received if no deduction or withholding had been required.
You acknowledge and agree that Oneshot.ai and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, our agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services (including any Data Integration Contact).
Oneshot.ai confirms that it has, to the best of its knowledge, all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of our agreement.
You may choose to submit comments, feedback, questions, or other information (“Feedback”) to Oneshot.ai. Oneshot.ai may freely use, copy and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
Identifying you as a user of Oneshot.ai
You grant to Oneshot.ai a royalty-free, worldwide, irrevocable licence for the Subscription Term any logo or other trade mark used by you to identify your goods and services (“User Marks”) for the purposes of (i) providing the Services; and (ii) identifying you, on the Oneshot.ai Website and its sales and marketing materials, as Oneshot.ai’s customer. Any further use of the User Marks by Oneshot.ai shall be subject to your prior consent. Oneshot.ai acknowledges that all goodwill generated through Oneshot.ai’s use of any of the User Marks will accrue to you and Oneshot.ai hereby assigns and will assign to you any and all goodwill generated through Oneshot.ai’s use of any of the User Marks, without payment or other consideration of any kind to Oneshot.ai.
You shall defend, indemnify and hold harmless Oneshot.ai against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your User Data or any use by you of the Services in breach of our agreement.
Oneshot.ai may at any time update and change any part or all of our agreement (but not, for avoidance of doubt the Subscription Fees, except as set out in section 9.1). In the event of such a change, Oneshot.ai shall notify you of the change by email or by means of a message by means of the Services (“Change Notice”). The updated terms will become effective and binding on the next business day in the UK after such notification (“Immediate Change”), unless the Change Notice specifies that the change applies upon the commencement of the next Renewal Period (“Renewal Change”). If an Immediate Change operates to your material detriment, and you do not agree to such a change in the terms, you may terminate this agreement on notice in writing to be sent by you within 28 days after the date of the Change Notice. In the event of a Renewal Change, the change will apply from the commencement of the next Renewal Period. Each time you use the Services, the then-current version of our agreement will apply. If you use the Services after a modification of our agreement, you agree to be bound by our agreement as modified.
Limitation of Liability
Except as expressly and specifically provided in our agreement:
you assume sole responsibility for results obtained from your use of the Services, Data Integration Contacts and Integrations, and for conclusions drawn from such use. Oneshot.ai shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Oneshot.ai by you in connection with the Services, or any actions taken by Oneshot.ai at your direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our agreement; and
the Services are provided to you on an "as is" basis.
Nothing in our agreement excludes the liability of Oneshot.ai:
for death or personal injury caused by Oneshot.ai's negligence; or
for fraud or fraudulent misrepresentation.
Subject to section 14.1 and section 14.2:
Oneshot.ai shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any of the following:
loss of profits,
loss of business, depletion of goodwill and/or similar losses;
loss of reputation;
pure economic loss; or
any special, indirect or consequential loss, costs, damages, charges or expenses,
however arising under our agreement; and
Except in relation to free Subscriptions and Beta Services, Oneshot.ai's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our agreement shall be limited to the greater of £50.00 (fifty pounds sterling) and the total Subscription Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose; and
In relation to free Subscriptions and any Beta Services, Oneshot.ai's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our agreement shall be limited to £50 (fifty pounds sterling).
Term and termination
Our agreement shall, unless otherwise terminated as provided in this section 15, commence on the date of activation of your account and shall continue for the Initial Subscription Term and, thereafter, our agreement shall be automatically renewed for successive periods of one month (each a “Renewal Period”), unless either you or Oneshot.ai notifies the other party of termination, in writing, before the end of the Initial Subscription Term or any Renewal Period (in which case our agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period) or it is otherwise terminated in accordance with the provisions of our agreement. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
If you are using the Services by means of a free of charge plan, we may terminate our agreement at any time immediately on notice.
We may terminate our agreement at any time immediately on notice, in the event that you breach its terms.
If you cancel the Services before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
On termination of our agreement for any reason your right to use the Services will immediately terminate and you shall immediately cease all use of the Services.
We will on termination or expiry of our agreement deactivate or delete your account or your access to your account. You will be unable to access your User Data or any Data Integration Contacts by means of the Platform following termination of our agreement.
Other Important Terms
Oneshot.ai shall have no liability to you under our agreement if it is prevented from or delayed in performing its obligations under our agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Oneshot.ai or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
No failure or delay by Oneshot.ai to exercise any right or remedy provided under our agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Our agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into our agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in our agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in our agreement.
No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of our agreement except to the extent that Oneshot.ai otherwise agrees in writing. Except as stated in these Terms of Service, no variation of our agreement shall be binding unless expressly agreed in writing.
Oneshot.ai may at any time assign, novate, delegate, sub-license or sub-contract any of its rights or obligations under our agreement. You shall not sub-license, assign or transfer any or all of your rights and obligations under our agreement without the prior written consent of Oneshot.ai.
Our agreement does not confer any rights on any person or party (other than the parties to our agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Our agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with our agreement or its subject matter or formation (including non-contractual disputes or claims).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to writing or written includes e-mail or other durable electronic medium. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
The definitions and rules of interpretation in this section apply in our agreement.
Beta Services: any pre-release and beta features within the Services, that Oneshot.ai makes available to users in a manner clearly identified with a ‘Beta’ designation.
CRM Data Contact: an individual contact point comprised in the User Data.
CRM Integration: a CRM or similar service provided to you by a third party, in respect of which the Services facilitate a connection or exchange of data by you. By way of illustration, Salesforce is an example of a potential CRM Integration.
Data Integration: a data service in respect of which the Services facilitate a connection or exchange of data by you, and/or discovery of Data Integration Contacts. By way of illustration, LinkedIn is an example of a potential Data Integration.
Data Integration Contact: means the notification to you, as part of the Services, of details of a third party business contact listed on a Data Integration.
Data Protection Laws: means as applicable:
(i) the UK Data Protection Act 2018; and
(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;
(iii) any laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time (whether or not before or after the date of our agreement).
Initial Subscription Term: one month from the activation of your access to the Services.
Integration: a CRM Integration or a Data Integration.
Oneshot.ai Website: Oneshot.ai’s website at https://www.oneshot.ai/ or any replacement or substitute for it.
Personal Data: has the meaning ascribed to in Data Protection Laws.
Platform: Oneshot.ai’s online platform application by means of which the Services are provided, including the Oneshot.ai Chrome extension.
Service Description: means the description of the Services available at www.oneshot.ai
Services: the services provided by Oneshot.ai to you under our agreement via our Chrome extension, including access to Data Integration Contacts.
Subscription: the subscription purchased by you pursuant to section 9.1 which entitle you to access and use the Services in accordance with our agreement.
Subscription Fees: the subscription fees payable by you to Oneshot.ai for the Subscription, as set out from time to time on the Oneshot.ai Website.
Subscription Period: means the Initial Subscription Term or a Renewal Period (as the case may be).
Subscription Term: has the meaning given in section 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Suggested Message: text proposed by the Services for use in a message to a Data Integration Contact to be sent by means of the Data Integration.
Usage Data: Oneshot.ai’s analytics, collected automatically by means of the Services, on User Data types and usage, how you use the Services, as well as the performance of the Services and the Platform.
User Data: all data (i) inputted by you in respect of CRM Data Contacts (including any CRM Data Contact data); or (ii) imported by you into Oneshot.ai by means of a CRM Integration, for the purpose of using the Services or facilitating your use of the Services; or (iii) obtained by you by means of a Data Integration.
Oneshot.ai Acceptable Use Policy
You must not access, store, distribute or transmit any viruses or malware, or any material during the course of your use of the Services that:
(a) contains any information relating to an identified or identifiable natural person;
(b) impairs or attempts to impair security, integrity or availability of the Services, including their use by any other customer of Oneshot.ai;
(c) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(d) facilitates illegal activity;
(e) depicts sexually explicit images;
(f) promotes unlawful violence;
(g) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
(h) is otherwise illegal or causes damage or injury to any person or property;
(i) infringes any person’s intellectual property rights;
(j) contains branding of any commercial organisation other than your own;
(k) impersonates any business or entity;
(l) incorporates materials from a third-party web site (other than with the authority of the owner of the rights to those materials).
You must not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and you: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(b) use or attempt to use the Services to breach or otherwise circumvent any security or authentication measures, or interfere with or disrupt any user, host or network associated with the Services; or
(c) access all or any part of the Services in order to build a product or service which competes with the Services; or
(d) use the Services to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under our agreement; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into Oneshot.ai's network and information systems. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. “Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components of the Platform that when exploited, results in a negative impact to the confidentiality, integrity, or availability of any data on the Platform.
ONESHOT.AI DATA PROCESSING TERMS
These Data Processing Terms form part of our agreement. Ian these Data Processing Terms:
⦁ Appropriate Safeguards: means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
⦁ Data Controller: has the meaning given to that term (or to the term “controller”) in Data Protection Laws;
⦁ Data Processor: has the meaning given to that term (or to the term “processor”) in Data Protection Laws;
⦁ Data Subject: has the meaning given to that term in Data Protection Laws;
⦁ Data Subject Request: means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws;
⦁ GDPR: means the General Data Protection Regulation (EU) 2016/679;
⦁ International Recipient: has the meaning given to that term in paragraph 6.1;
⦁ Personal Data Breach: means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;
⦁ Processing: has the meanings given to that term in Data Protection Laws (and related terms such as process have corresponding meanings);
⦁ Processing Instructions: has the meaning given to that term in paragraph 2.1.1;
⦁ Protected Data: means Personal Data comprised in User Data and Data Integration Contacts, processed by Oneshot.ai on your behalf in connection with the performance of Oneshot.ai’s obligations under our agreement;
⦁ Sub-processor: means another Data Processor engaged by Oneshot.ai for carrying out processing activities in respect of the Protected Data on behalf of you; and
⦁ Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.
In these Data Processing Terms:
(a) references to any Data Protection Laws shall be replaced with or incorporate (as the case may be) references to any applicable laws replacing, amending, extending, re-enacting or consolidating such Data Protection Laws (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such applicable laws, once in force and applicable;
(b) a reference to a law includes all subordinate legislation made under that law; and
(c) references to paragraph numbers are to paragraphs of these Data Processing Terms.
Data Processor and Data Controller
⦁ The parties agree that, for the Protected Data, you shall be the Data Controller and Oneshot.ai shall be the Data Processor.
Oneshot.ai shall process Protected Data in compliance with:
⦁ the obligations of Data Processors under Data Protection Laws in respect of the performance of its obligations under our agreement; and
⦁ the terms of our agreement.
You shall comply with:
⦁ all Data Protection Laws in connection with the processing of Protected Data, the Services and the exercise and performance of your respective rights and obligations under our agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and
⦁ the terms of our agreement.
⦁ You warrant, represent and undertake, that all instructions given by you to Oneshot.ai in respect of Personal Data shall at all times be in accordance with Data Protection Laws.
⦁ By submitting any User Data to the Platform, you are instructing Oneshot.ai to process Personal Data to obtain and provide the data requested by you by means of the Platform. You will ensure that all necessary and appropriate consents and notices are in place to enable lawful processing by Oneshot.ai (and its Sub-Processors) of Personal Data in connection with this Agreement.
⦁ You shall not withhold, delay or condition your agreement to any change to our agreement, the Platform or the Services requested by Oneshot.ai in order to promote compliance with Data Protection Laws by the Services, the Platform, Oneshot.ai and any Sub-Processor.
Instructions and details of processing
⦁ Insofar as Oneshot.ai processes Protected Data on behalf of you, Oneshot.ai:
⦁ unless required to do otherwise by applicable law, shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with your documented instructions as set out in this paragraph 2 and the Data Processing Details below, as updated from time to time in accordance by agreement between the parties (“Processing Instructions”);
⦁ if applicable law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify you of any such requirement before processing the Protected Data (unless applicable law prohibits such information on important grounds of public interest); and
⦁ shall inform you if Oneshot.ai becomes aware of a Processing Instruction that, in Oneshot.ai’s opinion, infringes Data Protection Laws, provided that this shall be without prejudice to paragraphs 1.3 and 1.4.
⦁ The processing of Protected Data to be carried out by Oneshot.ai under our agreement shall comprise the processing set out in the Data Processing Details below, as may be updated from time to time by agreement between the parties.
⦁ Technical and organisational measures
⦁ Oneshot.ai shall implement and maintain, the technical and organisational measures:
⦁ in relation to the processing of Protected Data by Oneshot.ai, as set out in the Data Processing Details below; and
⦁ taking into account the nature of the processing, to assist you insofar as is possible in the fulfilment of your obligations to respond to Data Subject Requests relating to Protected Data.
⦁ Any additional technical and organisational measures shall be at your cost and expense.
⦁ Using staff and other processors
⦁ You provide general written authorisation to Oneshot.ai to engage Sub-processors to perform the Services, including Amazon Web Services (hosting), MongoDB (cloud database provider). You shall be given the opportunity to object to any new Sub-Processor and state your grounds for doing so. You acknowledge that Sub-Processors are essential in order for Oneshot.ai to provide the Services and that objecting to the use of a Sub-Processor may prevent Oneshot.ai from continuing to provide the Services to you. In the event that Oneshot.ai is unable to adequately address those objections, Oneshot.ai may terminate our agreement upon notice without liability to you. For the avoidance of doubt, in such circumstances Oneshot.ai shall not be obliged to refund any Subscription Fees pre-paid by you.
⦁ Oneshot.ai shall:
⦁ appoint each Sub-Processor under a written contract substantially on the standard terms of business of that Sub-Processor, or containing materially the same level of protection for the Personal Data as under these Data Processing Terms, that is enforceable by Oneshot.ai; and
⦁ remain fully liable for all the acts and omissions of each Sub-Processor which constitutes a breach of these terms as if they were its own.
⦁ Oneshot.ai shall ensure that all persons authorised by it to process Protected Data are subject to an obligation to keep the Protected Data confidential (except where disclosure is required in accordance with applicable law).
⦁ Assistance with your compliance and Data Subject rights
⦁ Oneshot.ai shall refer all Data Subject Requests it receives to you, provided that if the number of Data Subject Requests exceeds 5 per calendar month, you shall pay Oneshot.ai’s charges calculated on a time and materials basis at Oneshot.ai’s then current rates for recording and referring the Data Subject Requests in accordance with this paragraph 5.1.
⦁ Oneshot.ai shall provide to you such reasonable assistance as you reasonably require (taking into account the nature of processing and the information available to Oneshot.ai) in ensuring compliance with your obligations under Data Protection Laws with respect to:
⦁ security of processing;
⦁ data protection impact assessments (as such term is defined in Data Protection Laws);
⦁ prior consultation with a Supervisory Authority regarding high-risk processing; and
⦁ notifications to the Supervisory Authority and/or communications to Data Subjects by you in response to any Personal Data Breach,
provided you shall pay Oneshot.ai’s charges for providing the assistance in this paragraph 5.2, such charges to be calculated on a time and materials basis at Oneshot.ai’s then-current rates for professional services.
⦁ International data transfers
⦁ You agree that Oneshot.ai may transfer Protected Data to countries outside the United Kingdom or EU (an “International Recipient”), provided all transfers by Oneshot.ai of Protected Data to an International Recipient shall (to the extent required under Data Protection Laws) be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws. The provisions of our agreement shall constitute your instructions with respect to transfers in accordance with paragraph 2.1.
⦁ Records, information and audit
⦁ Oneshot.ai shall maintain, in accordance with Data Protection Laws binding on Oneshot.ai, written records of all categories of processing activities carried out on behalf of you.
⦁ Oneshot.ai shall, in accordance with Data Protection Laws, contribute and allow for audits either by (at its option): (i) making available to you upon reasonable request interviews with Oneshot.ai personnel and documents, which you must treat confidentially under the confidentiality provisions of our agreement or under a non-disclosure agreement concluded between you and Oneshot.ai; or (ii) responding to a written security questionnaire submitted to it by you provided that you will not exercise this right more than once per year and will hold Oneshot.ai’s responses in confidence under the confidentiality provisions of our agreement.
⦁ Breach notification
⦁ In respect of any Personal Data Breach involving Protected Data, Oneshot.ai shall, without undue delay:
⦁ notify you of the Personal Data Breach; and
⦁ provide you with details of the Personal Data Breach.
DATA PROCESSING DETAILS
1 Subject-matter of processing:
Providing the Services by means of the Platform.
2 Duration of the processing:
For the duration of the provision of the Services (including any retention of Personal Data comprised in the Services).
3 Nature and purpose of the processing:
To provide the Oneshot.ai data platform service to you, including notifying you of Data Integration Contacts, and proposing Suggested messages. The purposes of your use of any Protected Data received from Oneshot.ai is as determined by you.
4 Type of Personal Data:
Such personal data as may be comprised in your CRM Integration, Data Integration, and Data Integration Contacts; including phone, email and geographical business address, job title.
5 Categories of Data Subjects:
Individuals in respect of whom you use the Services as CRM Data Contacts or Data Integration Contacts.
6 Technical and Organisational Security measures applied to the Protected Data:
As set out in the current version from time to time available at [URL] of the Oneshot.ai document “Guide to Handling of Customer Data by Oneshot.ai.”