4220 Nash Court, Oxford Business Park, Oxford, United Kingdom OX4 2RU
It is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting others to join a scheme.
Do not be misled by claims that high earnings are easily achieved.
If you sign this contract, you have 14 days in which to cancel and get your money back.
UK ASSOCIATE AGREEMENT
We at LegalShield believe that our business should be conducted in an ethical, honest, and fair manner, as basic principles in all business activities. We expect our Associates to present our services in an honest and truthful manner, with dignity, alwaysconscious of the reputation and integrity of LegalShield and its Associates.
PPLSI Limited trading as LegalShield UK (“LegalShield” or the “Company”) is the promoter of this trading scheme in the United Kingdom. LegalShield supplies subscription services known as membership plans to its customers who are known as Members. These membership plans are marketed to customers by LegalShield’s Associates who participate in this trading scheme under the terms of the Associate Agreement as introducers of customers to LegalShield.
The only financial obligation of the Associate during the period of 12 months from the commencement date of the Agreement is to pay a joining fee of £29 including VAT (or £190 if the Associate is a US or Canadian resident). The Associate has no further annual financial obligation and in particular has a free choice whether or not to purchase any services under this trading scheme.
An Associate is an independent contractor and does not have a franchise, distributorship or other exclusive right to sell arrangement with LegalShield.
An Associate is not an employee for tax purposes or any other purposes. The Associate has the right to determine his/her own hours of business and, subject to due compliance with the Agreement, the manner and means by which his/her business as an Associate is operated.
An Associate is not a partner of nor involved in a joint venture with LegalShield. The Associate will be responsible for all costs or liabilities incurred by the Associate in the marketing, sale and/or distribution of all LegalShield services. The Associate will be solely responsible for paying all expenses incurred in the conduct of their business, including but not limited to travel, food, accommodation, secretarial, office, telephone, and other expenses. The Associate will maintain adequate insurance against all relevant risks including public liability and vehicle insurance.
The Associate shall not enter into any agreements or make any purchases in the name of, or on behalf of, LegalShield.
The Associate will only promote the Company’s business opportunity as a business relationship with the Company and will not state, imply or represent to any person that they are an employee of the Company or state, imply or represent to a prospective Associate that they will become an employee of the Company. The Associate must not use misleading, deceptive or unfair recruiting methods and must not make unrepresentative or exaggerated earnings claims.
An Associate at his/her own expense (if any) shall be responsible for the filing of any and all reports required by local law or public authority with respect to the marketing and sale of any services supplied by LegalShield and shall abide by any and all laws, rules, and regulations with respect to all marketing and sales (which shall include the Direct Selling Association's Code of Business Conduct and Code of Practice for Consumers, as published on the DSA’s website at www.dsa.org.uk).
The Associate is personally liable for any taxes or duties required by law, including income tax, national insurance contributions and the proper collection and payment of VAT on commissions (if any). The Associate will keep all such proper records as are necessary to ensure the proper assessment and payment of any such taxes or duties and will and make all relevant filings and returns required by law. The Associate acknowledges that the Company is not responsible for withholding and shall not withhold or deduct from the Associate’s commissions, if any, taxes of any kind, unless such withholding becomes legally required.
The Associate acknowledges and agrees that the performance of any obligations under this Agreement which he/she performs in the capacity as agent for the Company constitute the supply of services (and the Company's membership plans constitute the supply of subscription services and not the supply of goods) and that accordingly the Associate is not a 'commercial agent' within the meaning and for the purposes of the Commercial Agents (Council Directive) Regulations 1993 (as from time to time amended) (the "Regulations"). The parties further agree that if and to the extent that the Regulations apply, and provided that the Associate gives notice of its intention as required thereunder, the Associate shall, unless any of the circumstances mentioned in Regulation 18 of those Regulations applies, have the right to be indemnified as provided in Regulation 17 of those Regulations. For the avoidance of doubt, the Associate shall have no right to any compensation (other than the indemnity referred to in this clause) under those Regulations on termination of this Agreement. If and to the extent that the Regulations apply but the parties may contract out of any of the provisions of the Regulations then the Company and the Associate hereby contract out of and exclude the application of those provisions to the fullest extent permitted by law.
An Associate does not have the authority to waive, change, or modify a LegalShield service in any way. Furthermore, no modification of any service is binding upon LegalShield unless authorised in writing at the corporate offices of LegalShield by an authorised officer of the Head Office.
(a) Only advertising and promotional material that is pre-printed, pre-approved, and properly licensed by LegalShield may be purchased or used in the promotion or sale of LegalShield services. An Associate agrees to pay for all supplies and marketing materials needed.
(b) An Associate may not contact prospects by using auto diallers, unsolicited telemarketing, unsolicited advertisements to fax machines and/or any other method prohibited by applicable law.
In addition, an Associate may not send unsolicited commercial electronic mail (spam).
(c) Any Associate’s personal website shall comply with these policies [and any other policies of LegalShield relating to Associate websites].
(d) The Associate shall not advertise, market or promote the Company’s services or its business opportunity through the use of any paid online advertising including without limitation through the use of any banner ads, pop up ads, sponsored ads or sponsored search results anywhere on the internet and whether through the use or meta tags, title tags or otherwise, or by any form of online affiliate marketing including click-through marketing, or by means of any online social network such as Facebook or any blog or message board. The Associate may not link their online presence to any third party’s online presence without the Company’s consent.
MARKETING & SALES MATERIALS
If the Associate supplies any promotional or training materials or items (sales aids) in hard copy or electronic form the Associate will: (i) only use sales aids that are approved by the Company; (ii) not make the purchase of such sales aids a requirement for downline Associates; (iii) provide any such sales aids at no more than a reasonable and fair price, equivalent to the price of similar material available generally in the marketplace; (iv) offer a written return policy that is the same as the Company’s return policy; (v) ensure that sales aids are not misleading or deceptive and are sold only in compliance with the provisions of the DSA Code; and (vi) not conduct the sale of sales aids as a profit centre for the Associate.
In the event that the Company provides any training for the Associate at the cost of the Associate then the Associate may require the Company to refund such cost (less the cost of any subsistence) within 14 days of the training if the Associate is dissatisfied with the training.
If the Associate provides any training for other Associates for which a charge is made then the Associate shall: (i) only use materials referring to the Company's business opportunity and/or its services which have been approved by the Company; (ii) ensure that invitees understand that they do not need to purchase training materials as a condition of obtaining advice from the Associate; and (iii) refund such cost (less the cost of any subsistence) within 14 days of the training if any such attendee is dissatisfied with the training and requests a refund.
There are no exclusive territories. Any Associate may market the Company’s services and may recruit other Associates in any part of the United Kingdom. However, the Company only conducts its trading scheme in the United Kingdom and accordingly the Associate may not market the Company’s services and may not recruit other Associates outside of the United Kingdom because LegalShield is not authorised to do business in any other countries.
The relationship as to who sponsored the new Associate will be determined by the first completed Associate Agreement processed by LegalShield, subject to LegalShield’s discretion to appoint a different sponsor if evidence is presented that the person named on the first completed Associate Agreement processed by LegalShield is not the genuine sponsor.
The identity of the persons comprising an Associate’s downline and the structure and all information relating to that downline is confidential, proprietary information that belongs to LegalShield. The Associate may not disclose information about the downline to third parties and may not use this information for any purpose other than promoting LegalShield during or after his or her relationship with LegalShield. In addition, the Associate shall not disclose to any person other than LegalShield any non-public information concerning members including information he/she acquires in connection with the processing of membership applications.
A change in the relationship between sponsor and Associate may be made by an active Associate filing a written resignation with LegalShield and remaining inactive for a period of 6 months. After that time, the Associate may be re-sponsored by a different person or entity and may pay the joining fee. Any sponsor change will result in the Associate losing his/her current level in the Compensation Plan and any downlines in place.
The Associate Agreement and all rights and responsibilities thereunder may be passed by an Associate upon death by will or other appropriate and legally executed provision. If there is no will or other instrument providing otherwise, LegalShield will deem the rights of this Associate Agreement to be held as provided by the laws of intestacy. In any transfer of the Associate Agreement, any outstanding debit balance of the deceased Associate at the time of death will be charged back against earned commissions including legacy bonuses.The Associate may not assign, transfer, dispose of or otherwise deal with this Agreement or any of their rights or obligations under this Agreement other than as expressly provided in this Agreement or with the Company’s express prior written consent.
An Associate Agreement with LegalShield may be terminated as follows: (a) At any time upon written notice by the Associate; (b) By LegalShield, in its sole discretion, with thirty (30) days written notice to the Associate if the level of Member retention of the Associate’s business remains below a level considered by LegalShield to be acceptable; (c) Immediately by LegalShield for actions or statements by an Associate which LegalShield, in its sole discretion, determines to be contrary to the Company’s best interests, including without limitation, if an Associate (i) breaches the terms of the Associate Agreement including these Policies and Procedures as in effect from time to time; (ii) misrepresents the Company’s name or any services; ; (iii) makes service claims or earnings or lifestyle claims contrary to any Company material; (iv) reveals any LegalShield trade secrets or confidential and proprietary information, including without limitation names of Associates, members or corporate accounts or business plans or strategies; (d) By LegalShield when an Associate fails to meet the continuing qualification requirements set out in the Compensation Plan”.
LegalShield will officially launch in the UK on 1st July 2019 (or on such other date as may be notified by the Company to its Associates). Associates who contract to participate in this trading scheme before that date may conduct business as an Associate but will not receive any payments under the Compensation Plan until after 1st July 2019. If the Associate cancels or terminates his/her Associate Agreement before the official UK launch date, then no commissions earned prior to that date will be paid to the Associate and the Associate shall have no rights to claim any such payments.
An Associate who terminates his/her Associate Agreement or who is terminated by LegalShield will, effective on the date of termination, no longer be entitled to any bonuses or commissions, including legacy bonuses, advanced or earned, personal or downline.
Statutory Termination Rights
- The Associate is granted certain legal rights in connection with the termination of this Agreement which include rights in relation to products purchased from the Company. The Company supplies services and does not sell products, but the Company is legally required to include those rights in relation to products in its Associate Agreement. Those rights are set out in Annexe 2.
The Associate may cancel this Agreement without penalty within 14 days of entering into this Agreement by giving written notice of cancellation to the Company at its address set out on the front page of this Associate Agreement (or to such alternative address within the United Kingdom as the Company may specify) and:
(a) the Associate may require the Company to repay to the Associate any monies which the Associate has paid to or for the benefit of the Company or any of its other Associates in connection with the Associate's participation in this trading scheme or paid to any other Associate in accordance with the provisions of this trading scheme; and
(b) the Associate may cancel any services which the Associate has ordered under the trading scheme within such 14-day period and may recover any monies paid in respect of such services, provided that such services have not yet been supplied to the Associate.
- In order to recover any monies paid in accordance with sub-clauses 23.2(a) or (b) above the Associate must give notice to the Company requesting the repayment of such monies (and if applicable, returning the starter kit and any other promotional or training materials purchased by him/her) to the Company's address referred to in sub-clause 23.2 within 21 days of the date of cancellation and the Company shall repay such monies as the Associate may be legally entitled to recover within 21 days of the date of cancellation.
- The Associate may terminate this Agreement at any time without penalty by giving 14 days written notice of termination to the Company at its address referred to in Clause 23.2. If the Associate gives notice to terminate this Agreement more than 14 days after the Associate entered into the Agreement, thenthe Company shall refund to the Associate any fees or charges paid by the Associate within the 30 days prior to the termination (i) to become or remain a Associate; and/or (ii) for any required additional service offered by the Company (such as online training, ecommerce, or shipping), provided that the Company may deduct from the refund any commissions paid to the Associate related to the fees.
- The Company may terminate this Agreement at any time by giving written notice to the Associate.
If this Agreement is terminated for any reason the Associate will have the right to be released from all future contractual liabilities towards the Company in relation to this trading scheme, except:
(a) liabilities relating to payments made to the Associate under contracts which the Associate has made as agent for the Company (if any); and
(c) those provisions which relate to competition with the business of the Company after termination of this Agreement and which shall remain in force after the date of termination.
On termination of this Agreement for whatever reason the Associate shall be entitled to retain any commission paid to the Associate in accordance with this Agreement unless:
(a) the commission was paid in respect of services to be supplied which have been cancelled;
(b) the Company has refunded any monies due to the Associate in accordance with sub-clauses 23.2 and/or 23.3 above; and
(c) repayment of the commission is claimed by the Company within 120 days of the date of having been made, in which case the Associate shall repay such commission to the Company forthwith on demand or the Company may set-off the amount of such commission against any other amounts due from it to the Associate.
- Any notice given under this termination clause, which is given by first class post to the address of the parties set out overleaf, or to such other address as shall have been notified from time to time in writing by one party to the other, shall result in the period of notice commencing to run from the day when such notice is posted.
Any payments due to the Associate from the Company are calculated and paid in accordance with the Compensation Plan. The Company will provide regular statements of account to the Associate showing full and accurate financial details of all transactions and how any deductions are calculated.
Advance commissions for sales produced by the Associate or by the Associate’s downline shall be paid only when sales of LegalShield services have occurred and shall be earned only as fees on LegalShield services are received by LegalShield. LegalShield reserves the right, in its sole discretion, to change commission advance rates and advance periods, pay commissions only on an as-earned basis or to place commissions on hold on an individual or overall basis. Any commissions advanced to the Associate in respect of sales produced by the Associate or by the Associate’s downline shall create a debit balance which will be a loan to the Associate from LegalShield. This balance will normally be discharged by withholding earned commissions, including legacy bonuses, but the Associate is liable for repayment upon demand by LegalShield. Advance commissions are made on a 12-month membership subscription in connection with the business of selling LegalShield services.
- Commissions are advanced on a 12 months membership subscription. Should the member cancel within the 12-month period, all commission paid on this membership under the Compensation Plan will be charged back to the Associate.
Any and all accounts in which the Associate may be interested or involved, including joint accounts and accounts of a related business entity of the Associate, shall be considered as one account for debit balances.
LegalShield reserves the right, in its sole discretion and at any time and without prior notice, (i) to no longer accept new membership sales or Associate recruitments from any Associate, (ii) to no longer credit an Associate with any commissions on downline sales under the Compensation Plan, (iii) to adjust or change its Compensation Plan and incentive program at any time; provided that LegalShield shall give the Associate at least 60 days advance written notice of any change in the annual financial obligation of the Associate. LegalShield may, in its sole discretion, add, change or terminate any services offered by LegalShield to any or all Associates at any time, in whole or in part, including but not limited to supplies, communications, newsletters, eservices, voice response systems or website services.
No LegalShield services may be sold or offered in combination with any other product or service without prior written approval from an authorised officer of LegalShield. An Associate may not sell or offer to sell any legal service plan or product, or identity theft product other than LegalShield products or services without prior approval from an authorised officer at the Head Office.
An Associate may not entice, recruit or solicit in any manner any LegalShield Associate, including without limitation his or her first line, into any other company or organisation during the term of the Associate Agreement and for 2 years after the date of any termination hereof.
The failure of LegalShield to insist upon strict compliance with any provision of the Associate Agreement including these Policies and Procedures shall not be deemed to be a continuous waiver in the event of any future breach or waiver of the Policies and Procedures. In the event of any conflict or inconsistency between these Policies and Procedures and any other marketing materials of LegalShield, these Policies and Procedures shall control.
In the event that any provision of the Associate Agreement including these Policies and Procedures is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement and Policies and Procedures will remain in full force and effect.
The Associate Agreement including these Policies and Procedures will be governed by and construed in accordance with English law.
The Associate Agreement comprises the completed Associate application, these Policies and Procedures (including its Annexes) and the Compensation Plan, each of which separate documents are by this reference hereby expressly incorporated into the Associate Agreement in their present form and together constitute the entire agreement between the Associate and LegalShield and supersede any previous agreements, representations or undertakings.
No amendment may be made, either written or oral, without the signature of an authorised LegalShield officer, provided that these Policies and Procedures may be amended from time to time by LegalShield by publication in a means reasonably available to Associates generally, including publication in periodic communications to Associates or on the LegalShield website (and LegalShield shall give the Associate at least 60 days advance written notice of any change in the annual financial obligation of the Associate).
All disputes and claims related to LegalShield, the Associate Agreement including these Policies and Procedures, the rights and obligations of an Associate and LegalShield, or any other claims or causes of action between the Associate or LegalShield or any of its officers, directors, employees or affiliates, whether statutory in tort in contract or otherwise, shall be subject to the exclusive jurisdiction of the English courts.
The Associate agrees and acknowledges that common law remedies may not be adequate or appropriate to remedy or compensate for a breach of any of its obligations under this Agreement and that consequently the parties expressly contemplate and acknowledge that in the event of a breach of such obligations the Company shall be entitled if it so requires in any particular case to seek injunctive relief (including specific performance and injunction) in addition to any other available remedy, including damages, from a Court of competent jurisdiction.
Your Personal Data
LegalShield is the data controller and is accordingly responsible for your personal data.
How is Associates' Personal Data Collected?
LegalShield will collect certain of the Associate's personal data (which is information relating to the Associate and from which the Associate can be identified or is identifiable) through approved LegalShield channels including via LegalShield online platforms, electronic communications and official LegalShield materials provided to the Associate.
What Personal Data do we Collect?
LegalShield may collect different kinds of personal data which we have grouped as follows:
- Identity Data includes first name, middle names, maiden name, last name, username or similar identifier, marital status, title, date of birth, place of birth, country of citizenship, first language, and gender.
- Contact Data includes billing address, delivery address, email address and telephone numbers.
- Financial Data includes bank account and credit card details.
- Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
- Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access LegalShield websites and other online services.
- Profile Data includes your username and password, your interests, preferences, feedback and survey responses.
- Usage Data includes information about how you use our website and our services.
- Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
- We may also compile aggregated data such as statistical or demographic data. Aggregated data may be derived from your personal data but is not considered personal data in law as it does not directly or indirectly reveal your identity.
How do we Use your Personal Data?
LegalShield may process the Associate's personal data for purposes necessary for the performance of its contract with the Associate, including this Associate Agreement, any contracts ancillary to this Associate Agreement, and any contracts for the supply of products or services, and to comply with its legal obligations. This includes processing the Associate's details for the purposes of orders and general administration including eligibility and payments under the Compensation Plan,
LegalShield may process the Associate's personal data for the purposes of its own legitimate interests provided that those interests do not override the Associate's privacy rights. This includes processing for marketing, business creation, and development, statistical and management purposes including analysis and tracking of transactions and the creation of marketing profiles to enable LegalShield to serve the Associate better.
LegalShield may process the Associate's personal data for certain additional purposes with the consent of the Associate.
LegalShield may process your personal data on more than one lawful ground depending on the specific purpose for which we are using your data.
Purposes for which we use your Personal Data
Where lawfully permitted, LegalShield may use your personal data for the following purposes:
- Processing your Associate application;
- Developing downline genealogy reports and other related business reports;
- Providing Associate services such as planning and facilitating meetings and training;
- Administering Associate benefits;
- Developing and implementing policies, marketing plans, and strategies;
- Publishing personal information in LegalShield newsletters, promotional materials and company and intra-group communications;
- Complying with applicable laws and regulatory requirements and assisting with any governmental or police investigation; and
- Other purposes directly relating to any of the above.
Sharing your Personal Data
LegalShield may, for the stated purposes for which it uses your personal data, where lawfully permitted, share your personal data with the following third parties:
- Those LegalShield personnel and affiliated companies who need to access your personal information in relation to carrying out their responsibilities;
- Any agent, contractor, supplier, vendor, or third party who provides shipping, payment processing, web tools, fraud prevention, administrative, marketing, promotional, printing, or other services to LegalShield or its affiliated companies, including distribution centres, auditors, insurance companies, and actuaries;
- Sponsors and upline Associates who may need access to downline Associates' personal information in order to monitor sales activity and business development in their personal sales groups.
- Any government agency or other appropriate governmental, police, or regulatory authority in order to meet legal security and regulatory requirements;
- Any professional advisers including lawyers, bankers, auditors and insurers who provide consultancy, banking, legal, insurance and accounting services to LegalShield; and
- Any consultant/agent appointed by LegalShield or its affiliated companies to plan, provide and/or administer Associates' benefits.
Your Personal Information may be shared with and processed by third parties based outside the European Economic Area ("EEA"). This includes our affiliated company Pre-Paid Legal Services, Inc. which is based in the USA and upline Associates based in the USA and Canada. The USA is not deemed to provide an adequate level of protection for personal data, but LegalShield as a data controller will process the Associate's personal data in compliance with EU data protection legislation and accordingly if any third parties by whom your personal data are to be processed are based outside the EEA, Including the USA, so that their processing of your personal data will involve a transfer of data outside the EEA we will ensure a similar degree of protection is afforded to it by ensuring that at least one of the following safeguards is implemented:
- We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission (this includes Canada).
- Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe.
- Where the third parties are based in the US, we may either use the above contracts approved by the European Commission (and this is the safeguard we use for the processing of your personal data by Pre-Paid Legal Services, Inc. and upline Associates based in the USA) or we may transfer data to them if they are part of the EU–U.S. Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US.
LegalShield has put in place security measures appropriate to the risk of personal data being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. LegalShield limits access to your personal data to those parties who have a business need. They will only process your personal data on our instructions and they are subject to a duty of confidentiality. LegalShield has also put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
LegalShield will only retain the Associate's personal data for as long as is necessary to fulfil the purposes for which it is collected which retention period is determined by the nature and duration of the Associate's relationship with LegalShield. To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
In some circumstances LegalShield may anonymise or pseudonymise the personal data so that it can no longer be associated with the Associate, in which case LegalShield may use such information without further notice to the Associate.
Your Legal Rights
If the Associate wishes to receive any further information or to exercise any rights including the right to object to the processing of their personal data or to withdraw consent to the processing of their personal data please click here or contact LegalShield at Mike File, One Pre-Paid Way Ada, Ok 74820.
Personal Data of Members and Other Associates
The Associate agrees that where, in the course of conducting a LegalShield business, the Associate collects and/or processes the personal data of members or prospective members or other third parties including any other Associates ("Third Party Personal Data") then the Associate will process such personal data as a data processor on behalf of LegalShield as the data controller and will do so only for the purposes and only by the means set out in, and otherwise only in accordance with, these Policies & Procedures (which constitute the written instructions of LegalShield as the data controller) unless the Associate is required to process any Third Party Personal Data under applicable data protection laws, and the Associate will in any event only process any Third Party Personal Data in accordance with applicable data protection laws.
The Associate may only process Third Party Personal Data which has been collected through approved LegalShield channels or materials (such as customer forms) provided to the Associate. The Associate may only process Third Party Personal Data for the purposes of the development and conduct of the Associate's LegalShield business including performing any contract with the relevant third party, in accordance with the privacy notices provided to those third parties in the form contained in official LegalShield materials.
The Associate may only process the Third-Party Personal Data (being the subject matter of this processing) during the term of this Associate Agreement.
The Associate will hold all Third-Party Personal Data in confidence and will obtain a commitment of confidentiality from anyone it allows to process the personal data in accordance with LegalShield’s written instructions. The Associate will ensure that it has in place appropriate technical and organisational security measures, reviewed and approved by LegalShield (contact firstname.lastname@example.org for support), to protect against the risk of unauthorised or unlawful processing of Third Party Personal Data and against the accidental loss or destruction of or damage to that personal data. The Associate will notify LegalShield as soon as possible and in any event within 24 hours of becoming aware of any data breach involving Third Party Personal Data. The Associate will assist LegalShield in responding to any data breach, notifying any data breach, any request from a data subject including any exercise of a data subject's rights, and in demonstrating compliance with applicable data protection laws, including by taking appropriate technical and organisational measures to facilitate such assistance. The Associate will maintain records of its processing activities in the form provided by LegalShield.
The Associate may not transfer any Third-Party Personal Data outside of the EEA otherwise than by uploading for storage on LegalShield's own secure servers. The Associate may not appoint any third-party processor to process any Third Party Personal Data.
The Associate will, as and when requested by LegalShield, provide LegalShield with all information needed to show that the Associate has met its obligations under this section of the Policies & Procedures and will allow for, and contribute to, any audits and inspections carried out by LegalShield or an auditor appointed by LegalShield.
On termination of the Associate Agreement the Associate will, at LegalShield's written direction, delete in a secure manner any Third-Party Personal Data unless required to retain it under applicable data protection laws.
Standard Contractual Clauses for US Associates
This Annex 1 is only applicable if the Associate is US resident.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
LegalShield whose details are set out above (the “Data Exporter”) and the Associate whose contact details are set out above (the “Data Importer”) have agreed on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Annex A.
For the purposes of the Clauses:
(a) personal data, special categories of data, process/processing, controller, processor, data subject and supervisory authority shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);
(b) the data exporter means the controller who transfers the personal data;
(c) the data importer means the processor who agrees to receive from the data exporter personal data intended for processing on its behalf after the transfer in accordance with its instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) the sub-processor means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with its instructions, the terms of the Clauses and the terms of the written subcontract;
(e) the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) technical and organisational security measures mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
DETAILS OF THE TRANSFER
The details of the transfer and in particular the special categories of personal data where applicable are specified in Annex A which forms an integral part of the Clauses.
THIRD-PARTY BENEFICIARY CLAUSE
The data subject can enforce against the data exporter this Clause 3, Clause 4(b) to Clause 4(i), Clause 5(a) to Clause 5(e) and Clause 5(g) to Clause 5(j), Clause 6.1 and Clause 6.2, Clause 7, Clause 8.2 and Clause 9 to Clause 12 as third-party beneficiary.
The data subject can enforce against the data importer this Clause, Clause 5(a) to Clause 5(e) and Clause 5(g), Clause 6, Clause 7, Clause 8.2 and Clause 9 to Clause 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
The data subject can enforce against the sub-processor this Clause 3.1, Clause 5(a) to Clause 5(e) and Clause 5(g), Clause 6, Clause 7, Clause 8.2, and Clause 9 to Clause 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
OBLIGATIONS OF THE DATA EXPORTER
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Annex B to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8.3 to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Annex B and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subjects as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to Clause 4(i).
OBLIGATIONS OF THE DATA IMPORTER
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Annex B before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
(ii) any accidental or unauthorised access; and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Annex B which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11; and
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or its sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
MEDIATION AND JURISDICTION
The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
COOPERATION WITH SUPERVISORY AUTHORITIES
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely Oklahoma.
VARIATION OF THE CONTRACT
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clauses.
The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely Oklahoma.
The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
OBLIGATION AFTER THE TERMINATION OF PERSONAL DATA PROCESSING SERVICES
The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clause 4(d) and Clause 5(c) (or documents/legislation attached):
Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to LegalShield systems as described in the Security, Privacy and Architecture Documentation applicable to the specific LegalShield systems used by data exporter.
Statutory Rights in relation to Products
The Associate is granted certain legal rights in connection with the termination of this Agreement which include rights in relation to products purchased from the Company. The Company supplies services and does not sell products, but the Company is legally required to include those rights in relation to products in its Associate Agreement. Those rights are set out in this Annexe 2.
- If the Associate terminates this Agreement in accordance with clause 23.2 then the Associate may return to the Company's address referred to in clause 23.2 any products (including training and promotional materials, business manuals and kits) which the Associate has purchased under the Company's trading scheme within 21 days of the date of cancellation and which remain unsold, provided that such unsold products remain in the condition in which they were in at the time of purchase, whether or not their external wrappings have been broken, and may recover any monies paid in respect of such products.
- In order to recover monies paid for products under Paragraph 1 above, the Associate must deliver the products to the Company within 21 days of the date of cancellation to the address referred to in Clause 23.2. The Associate shall bear the cost of such delivery. The monies paid in respect of those products is payable to the Associate on delivery of the products, or forthwith if the products have not yet been delivered to the Associate.
- If the Associate terminates this Agreement in accordance with clause 23.4 more than 14 days after the Associate entered into the Agreement, then the Associate may return to the Company any products (including training and promotional materials, business manuals and kits) which the Associate has purchased under the Company's trading scheme within 90 days prior to such termination and which remain unsold and the Company will pay the Associate the price (inclusive of VAT) which the Associate paid for the products less, where the condition of any such products has deteriorated due to an act or default on the part of the Associate, an amount equal to the diminution in their value resulting from such deterioration and a reasonable handling charge (which may include the cost of repackaging returned products for resale). The Associate shall bear the cost of such delivery.
- If the Company terminates this Agreement at any time by giving written notice to the Associate in accordance with clause 23.5 then the Associate may return to the Company any products which the Associate has purchased under the Company's trading scheme within 90 days prior to such termination and which remain unsold for a full refund of the price (inclusive of VAT) which the Associate has paid for them together with any costs incurred by the Associate for returning the products to the Company.
- In the event of the termination of this Agreement under Clauses 23.4 or 23.5, in order to recover monies paid for products the Associate must deliver the products to the Company within 21 days of such termination to the Company's address referred to in Clause 23.2. The Company will bear the cost of such delivery. The purchase price is payable to the Associate on delivery of the products, or forthwith if the products are already held by the Company.
The compensation plan that accompanies this Associate agreement is located at www.legalshield.co.uk/compensation-plan/