1. DEFINITIONS
1.1. In these Terms, the following words shall have the following meanings: 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; Content: any information, data and/or material uploaded into the Facility by you, your employees and/or representatives, or by us on your behalf, including (without limitation) any text; Data Protection Laws: means as applicable and binding on you, us and/or the Facility: (a) in the United Kingdom: (i) the Data Protection Act 1998 and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive); and/or (ii) the GDPR, and/or any corresponding or equivalent national laws or regulations; (b) in member states of the European Union: the Data Protection Directive or the GDPR and all relevant member state laws or regulations giving effect to or corresponding with any of them; and (c) any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time; Data Protection Losses: means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and (b) to the extent permitted by an applicable law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority; (ii) compensation which is ordered by a Supervisory Authority to be paid to a data subject; and (iii) the costs of compliance with investigations by a Supervisory Authority; Data Subject Request: means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws; Facility: the online facility operating under the name “CakeHR” or such other name as we may determine from time to time; GDPR: means the General Data Protection Regulation (EU) 2016/679; GDPR Date: means 25 May 2018; IPR: all copyright and related rights, rights in computer software, design rights, trade marks, database rights, patents, trade secrets, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Licence Fee means the monthly, quarterly or annual licence fee payable by you for your access to and use of the Facility, as detailed on our website;

Personal Data Breach means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any personal data for which you are the data controller;

Party means you and us;

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;

Term means the period from (and including) the date you accept these Terms until your licence to access and use the Facility is terminated in accordance with these Terms;

Terms means these terms and conditions;

us, we, our means HR Bakery Limited and

your, you means the organisation or person requiring access to the facility.

1.2 All references in these Terms to the singular shall mean the plural and vice versa, all references to persons shall include companies, partnerships and other organisations (including without limit any government departments or non-departmental government bodies) and all references to the masculine shall include the feminine and neuter and vice versa.

1.3 All references in these Terms to "processing", "personal data", "data controller", data processor", and "data subject" shall have the meaning given to them in the applicable Data Protection Legislation.

2. OUR OBLIGATIONS
2.1 We agree to provide to you the non-exclusive, non-transferable right for you to access and use (for your own internal business purposes only) the Facility for the Term subject to these Terms.

2.2 We will provide you with login details to enable you to connect to the Facility

2.3 We will use our best endeavours to provide the Facility without major interruption and materially error free and ensure the facility is available with 99% uptime

2.4 Notwithstanding clause 2.3, we reserve the right at anytime to suspend your access and/or use of the Facility for the purpose of enabling us to carry out essential emergency and urgent maintenance. You will be notified of normal maintenance in advance. Normal maintenance is performed outside of core working hours.

2.5 We confirm that the Facility (including any Content) is hosted in the Ireland.

3. YOUR OBLIGATIONS
3.1 You agree that you will:

a. comply with any reasonable instructions or directions issued by us from time to time in respect of the Facility;

b. conform to such protocols and standards as are issued by us from time to time in respect of the access and/or use of the Facility;

c. fully indemnify us against any and all claims, costs and expenses which we may incur resulting from your acts or omissions in respect of the Facility and your use of it and/or your breach of any of your obligations under these Terms; and

d. when using the Facility comply with all applicable laws and legislation (including but not limited to matters arising under the Data Protection Laws and the Regulation of Investigatory Powers Act 2000).

3.2 In addition you acknowledge and accept that you are solely responsible for the:

a. accuracy of all Content uploaded onto the Facility;

b. establishment, maintenance and monitoring of adequate internal security measures in connection with the accessing and use of the Facility by you including without limit ensuring the confidentiality and safe storage of all login details, usernames and passwords and not using obvious passwords and updating them regularly and you will immediately notify us if you suspect a breach of your internal security measures (e.g. the unauthorised use of any login details, user name and/or password);

c. ensuring that all Content (including without limit any description, date or information relating to the Content) uploaded by you or by us on your behalf is accurate and up to date; and

d. ensuring that any security level set for any Content (whether by us or you) is correct;

3.3 You agree that you will not (and you will ensure that your employees and representatives do not):

a. access and/or use the Facility for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:

i. any act or omission which will or is likely to infringe the IPR of a third party;

ii. attempt to gain unauthorised access to the Facility the use of the Facility in any way that will or is likely to violate or infringe the rights of any person in the United Kingdom or elsewhere;

3.4 You acknowledge and agree that:

a. your right for you to use (for your own internal business purposes only) the Facility is personal to you and may not be assigned, sub-licensed, sold, resold, transferred, distributed or otherwise disposed of or commercially exploited in any way, including by way of charge, lien or other encumbrance;

b. the IPR comprised in or relating to the Facility belongs to us and these Terms do not give you any rights in or related to the Facility except as expressly provided in these Terms. We will indemnify you against all loss, liability or reasonable expense arising out of any claim brought by a third party that the Facility infringes intellectual property rights owned or controlled by the third party.

c. we have the right to connect to your Content for the purposes of providing the Facility to you (including for maintenance and technical purposes) and for checking that you are complying with these Terms;

d. we owe no obligation to you or anyone else to monitor, check or review the legality, validity or accuracy of any Content;

e. you will pay any Licence Fee and other such charges for your use of the Facility in accordance with these Terms;

f. the use of the Facility is entirely at your own risk

4. WARRANTIES AND LIABILITY
4.1. Subject always to our obligations to meet our Service Level Agreement. we do not warrant the:

a. Facility against failure of performance; or

b. Validity; legality or accuracy of any Content placed on the Facility by you, your employees and/or representatives, or by us on your behalf;

4.2. In no event shall we be liable for operational difficulties caused by or arising from the integration of the Facility with any third party equipment or software not supplied or approved by us or by any modifications, variations or additions made to the Facility not undertaken by us, or caused by any abuse, corruption or incorrect use of the Facility, including, without limitation, use of the Facility with hardware and/or software which is incompatible with the Facility.

4.3. We do not represent nor do we give any warranty, guarantee or undertaking of any kind that the Facility is free from all bugs, errors or mistakes, or that it will meet your requirements and it your responsibility to ensure that the Facility will meet your requirements.

4.4. These Terms are in lieu of all warranties, conditions, terms, undertakings, representations and obligations (including, but no limited to, any implied warranty as to satisfactory quality or fitness for a particular purpose) express or implied by statute, common law, t