Service Level Agreement

12. Subscriber Confidential Information

12.1 Confidentiality

This Clause 12 is subject to, and does not expand, Clause 9 of the Subscription Agreement. The Service Provider shall treat Subscriber Confidential Information (“Subscriber Information”) as confidential and shall not access, use, disclose or process such information except:-

(a) as necessary to provide, maintain, support, secure or improve the Services, and in the case of improvement of the Services using aggregated or de-identified information where reasonably practicable;

(b) in accordance with the Subscriber’s written instructions;

(c) as permitted under this SLA, the Subscription Agreement or applicable Service Documentation;

(d) to approved personnel, affiliates, contractors, service providers or sub-processors who require access for the purpose of providing the Services and who are subject to appropriate confidentiality obligations; or

(e) where required by applicable law, court order, regulator direction, governmental authority or legal process.

12.2 Protection of Subscriber Confidential Information

The Service Provider shall implement reasonable administrative, technical and organisational measures designed to protect Subscriber Confidential Information against unauthorised access, disclosure, alteration, loss or destruction.

12.3 Exclusions

Subscriber Confidential Information shall not include information that:-

(a) is or becomes publicly available other than through a breach of this SLA by the Service Provider;

(b) was lawfully known to the Service Provider before receiving it from the Subscriber;

(c) is lawfully received by the Service Provider from a third party without breach of confidentiality obligations; or

(d) is independently developed by the Service Provider without use of or reference to the Subscriber Confidential Information.

12.4 Survival

The obligations in this Clause 12 survive expiry or termination for the same period as applies under Clause 9.5 of the Subscription Agreement.