1 Duration

1.1 Any Service Agreement shall remain in force until the end of the Initial Term (min. 12 months) unless otherwise specified and shall continue thereafter until the expiry of not less than 3 months’ written notice to expire on or any time after the expiry of the Initial Term.

2 Support

2.1   The Services shall include the Company providing a support service via telephone and email to nominated, properly trained members of the Clients staff. The charge for this support service is inherent in the charges set out in the Schedule of Fees, but where deemed appropriate by the Company, a review of the usage of this support can be carried out and an extra charge may be levied if excessive use of the support service is determined. The Client will be notified of any such increases in advance applied once agreed with the client.

3 Data Protection, Confidentiality and Intellectual Property

Data Protection (view the DPA that appends this agreement)

Confidential Information & Intellectual Property

3.1  Both parties shall keep confidential and not disclose to any third party any confidential information which it acquires from the other party as a result of discussions, negotiations and/or any other communications in connection with the Services including without limitation all information disclosed by a party  to the other party including oral, visual and written or electronic information and without prejudice to the generality of the foregoing shall include any data, information relating to a party’s operations, processes, business intentions, product information, market opportunities, suppliers, clients, trade secrets, financial affairs and other information of commercial value (“Confidential Information”) and under no circumstances shall a party use any such Confidential Information for commercial benefit either of a party and/or its subsidiaries or affiliates or any of its directors or senior management. The provisions of this clause shall continue notwithstanding termination of this Agreement.

3.2 The provisions of clause 3.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is in the public domain otherwise than as a result of a breach of this Clause 3 by the Company or required to be disclosed by law or by lawful authority.

3.3 Nothing in this Agreement shall operate so as to prevent the Company or the Client or their staff from making use of knowledge acquired, (unless this constitutes Confidential Information) principles learned or experience gained during the execution of this Agreement where such use does not amount to an infringement of the other party’s intellectual property rights.

3.4 Patent, copyright and other industrial and intellectual property rights in all programs written by the Company will be vested in the Company which reserves the right to use these programs or any parts of them for any other applications. In so far as the Client is permitted to use any of the programs written by the Company, it shall have an individual, non-exclusive, non-transferrable licence to do so for the duration of this Agreement.

4 Information

4.1 Unless otherwise agreed in writing it shall be the responsibility of the Client to submit data in agreed format to the Company for processing by the day agreed and by the time agreed and to obtain return of same and such data shall be transferred at the Client’s expense between the Client’s Premises and the Company’s Premises specified herein.

4.2 The Client shall authorise its bank to accept electronic media from the Company if necessary for the provision of the Services.

4.3 The Client expressly warrants and represents that all information including data which is passed to the Company is accurate and correct.  The Client shall validate the information contained in the payroll and sign off on payment to employee bank accounts before authorising the Company to proceed with payment to employee bank accounts.

4.4  The Client agrees that during the course of this Agreement and for a period of 12 months following the date of termination thereof for whatsoever reason, it will not without the prior written consent of the Company, induce, solicit or attempt to solicit any employee of the Company to leave his or her employment with the Company with a view to being employed by the Client save that nothing shall prevent the Client from employing any employee of the Company who responds to a public advertisement placed by the Client or where the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 applies.

4.5 Subject to clause 3 hereof, the Company reserves the right, save as otherwise agreed between the parties, that during the period of this Agreement the Company may disclose, communicate, announce, advertise, notify, refer to promotional materials or make known to any party any aspect of this Agreement, publicly or otherwise.

4.6 During the currency of this Agreement the Company shall provide the Services during the hours of 9am to 5.00pm Monday through Thursday, and 9am to 4pm on Friday, excluding public holidays.

5 Fees and Payment

5.1 The Client shall pay to the Company in respect of the Services provided here under the amounts set out in the Schedule of Fees together with value added tax and any other tax or levy which may be imposed, upon and subject to the terms and conditions of this Agreement.

5.2 The fees shown in your Schedule of Fees are estimated on work volumes based on the number of individuals processed for which the Services are to be provided at the time of entering into this Agreement. If at any time the processing work carried out by the Company for the Client shall be in excess of such work volumes, the Company reserves the right to quote the Client (and once agreed) charge the Client in respect of such additional work at its then applicable rates.

5.3 The Company may during this Agreement give notice to the Client of its intention to increase the fees for the Services provided.  Any such fee increase shall come into force 90 days after the date of such notice provided however that no such increase shall become effective until the expiry of the Initial Term.

5.4 Unless otherwise provided all invoices are payable within 30 days of issue and for ongoing Services will be issued on a monthly basis (or quarterly if specified). In the event of any query on any Company invoice and providing the query is submitted to the Company in writing on or before the 14^th day of receipt of the invoice, then the Company accepts that a reasonable delay may occur before payment is made of the portion of the invoice which is queried.

5.5 The Company reserves the right to charge interest on overdue accounts at a rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2002, such interest will be calculated monthly and added to the principal sum outstanding.  If any query is raised in connection with all or part of an invoice this shall not affect the due date on which payment of the balance of the invoice shall be made.

6 Liability

6.1 Without prejudice to any other rights and remedies available to the Client under this Agreement where the Client becomes aware that the Company has not performed the Services in accordance with this Agreement it shall, in a reasonable timeframe, inform or notify the Company of that failure so that the Company can take appropriate steps to rectify the alleged failure.

6.2 Save for death, personal injury, or fraud the Company’s entire aggregate liability under or in connection with this Agreement (arising from contract, negligence, tort or otherwise) in respect of any and all events is limited to an amount equal to the total annual recurring charge for Services provided under this Agreement.

6.3 Except as expressly provided for by law the Company shall in no circumstances be liable in contract, tort or otherwise for any indirect, economic or consequential damage, loss, injury or expense of any nature whatsoever.

6.4 The Client shall indemnify the Company against any and all claims for loss, damage, liabilities, expenses or injury to third parties including but not limited to any revenue or taxation authority, any governmental authority, pension trustee and/or any employee, director or officer of the Client arising out of or connected in any way whatsoever with the Services provided by the Company other than caused by the Company’s own negligence or wilful default.

6.5 For the avoidance of doubt the Company does not accept responsibility for loss or damage howsoever arising from or as the consequence of the Client’s act, default or negligence including but not restricted to the following: –

(a) errors in sending of information;
(b) illegible information on documents;
(c) faulty, damaged, incomplete or incorrect payroll information supplied to the Company;
(d) the late arrival or non-arrival of data to be processed;
(e) incorrect data supplied or data out of specified sequence or in a non-agreed format;
(f) variations in the data received from those detailed in your Services Schedule;
(g) failure to detect errors in any work carried out by the Company which the Client has undertaken to check;
(h) deficient test data (where test data is required) supplied by the Client which fails to show configuration faults;
(I) program or system design faults in programs which are the property of or licensed by the Client from a third party;
(j) the failure by the Client to implement reasonable recommendations in respect of or solutions to faults previously advised by the Company
(k) the use of the Services in combination with software not supplied by or agreed with Jefferson.

In the event that any of the happenings to which this clause relates should necessitate additional work and/or costs the Company reserves the right to charge a fair and reasonable fee and to revise delivery dates.

7 Termination/Suspension

7.1 Either party has the right to terminate or suspend the Services on written notice if the other party has committed a material breach of any of the provisions of this Agreement or persistent breaches of any provisions of this Agreement.  The Company has the right to suspend the provision of Services (and ultimately terminate Services altogether) if any account remains overdue past 45 days or there are persistent occurrences of any account being overdue.

7.2 Subject to 7.1, any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party, nor the coming into or continuance in force of any provision hereof which is expressed or by implication intended to come into or continue in force on or after such termination.

7.3 If the Client shall terminate this Agreement where no material breach has occurred (for convenience) before the end of the Initial Term, the Client agrees to pay to the Company on its final invoice, the  sum of the fees payable in respect of the remainder of the Initial Period at the rate payable with all sums due to the Company before (a) the final payroll run; and/or (b) any final payment upload; and/or (c) any final reports, payslips, statutory forms, or requested data exports are provided.

7.4 Upon termination of this Agreement, howsoever arising, the Company shall, unless otherwise agreed, immediately cause all data, files, records, and/or Confidential Information belonging to the Client to be digitally wiped from our servers in accordance with our Data Retention Policy. The Client can request specific file exports or formats of their data for transitional purposes and a quote and subsequent charge (once agreed by Client) will apply.

7.5 Any additional work, which is reasonably undertaken by the Company as a result of the termination of this Agreement and specifically requested by the Client, shall be charged to the Client at fees then prevailing or as quoted and agreed for.

7.6 Any request for extension to your service past the notice date will result in an increased fee for unscheduled processing.  This fee is 1.75 times the fees as quoted under your Schedule of Fees and will continue until services cease or a new contract has been agreed.

8.Alterations

8.1 Any request by the Client for alteration to the Services laid down in a quotation by the Company or any acceptance of such alteration by the Company or any change to this Agreement shall be made in writing.  Agreement must be reached by both parties concerning revised timing and fees resulting from such changes before they are implemented.

9 Notices

9.1 Any notice required to be given hereunder shall be in writing and may be given or by email (to sales@jefferson.ie) or express pre-paid registered post. In the case of the Company, such notice shall be sent Sales Department at the Registered Office of the Company specified hereon or to such other address as the Company may designate for the purposes of this Agreement by notice given in accordance with the provisions of this clause. In the case of the Client, such notice shall be sent to the address specified hereon or such other address as the Client may from time to time notify to the Company by notice given in accordance with the provisions of this clause.  Any such notice shall be deemed to be received at the time of delivery in respect of personal delivery, forty-eight hours after posting in the case of pre-paid letter and upon confirmation of receipt in the case email sent to the email address of either party applicable to the addresses referred to above. 

10 Whole Agreement

10.1 No representation or statement made by any of the Company’s representatives prior to the date of this Agreement shall be binding. This Agreement (together with any documents specifically incorporated herein) shall constitute the entire Agreement between the two parties and supersedes all prior agreements between the parties regarding the subject matter hereof, without prejudice to any rights and liabilities of the parties arising prior to the date hereof, and the Company makes no warranties express or implied by law or otherwise other then any express warranties contained in this Agreement and the implied terms under the Sale of Goods and Supply of service Act, 1980 (as amended) are hereby excluded to the fullest extent permissible by law.

10.2 The provisions, terms and conditions of this Agreement shall prevail notwithstanding any variances with the terms and conditions of any order submitted by the Client in respect of such Services and shall apply to any subsequent orders by that Client.

11 Force Majeure

11.1 Neither party shall be liable to perform its obligations under this Agreement wherever and to the extent to which the fulfilment of its obligations is prevented, frustrated, impeded and /or delayed as a consequence of any of the following (whether happening in Ireland or elsewhere); force majeure, Act of God, terrorism, refusal of license or other government act, fire explosion, storm, accident, industrial dispute, hostilities, strikes, labour difficulties, inability to obtain materials or anything beyond the party’s control.

12 Severance

12.1 If any term or provision hereof (or part thereof) is held by any court of competent jurisdiction, to be void or invalid, this shall not affect the validity of any other term or provision.

13 Waiver

13.1 No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.

14 Prevailing Nature

14.1 In the event of any conflict or inconsistency between these terms and conditions and any of the Schedules or other documents forming part of this Agreement, the provisions of these terms and conditions shall prevail except where they conflict with the Special Conditions in which case the Special Conditions shall prevail.

15 Assignment

15.1 This Agreement shall not be assigned, charged, transferred or otherwise disposed of in whole or in part by either party without the prior written consent of the other party which shall not be unreasonably withheld or delayed, but either party may assign the Agreement without consent to its successor or any entity acquiring all or substantially all of the assets of the party.

16 Governing Law

16.1 This Agreement shall be governed by and construed in accordance with the laws of Ireland and the Client hereby irrevocably submits to the exclusive jurisdiction of the Irish courts in connection therewith.

17 Headings

17.1       The headings of this Agreement are for convenience only and shall not affect their interpretation.

Data Protection Addendum

 

DEFINITIONS AND INTERPRETATION

In this Addendum:

1. Definitions

Data Controller: has the meaning set out in the Data Protection Laws.

Data Processor, Processing and Process: have the meaning set out in the Data Protection Laws.

“Data Processing Addendum” or “DPA” or “Addendum” means this Data Processing Addendum, including any and all subsequent amendments thereto, comprising the terms and conditions in the main body of this document, together with the schedules, the annexes and any attachments, and any documents expressly incorporated by reference;

Data Protection Laws: any data protection laws applicable to processing of Personal Data contemplated by main agreement including, without limitation, in particular the European Union General Data Protection Regulation (“GDPR”) and any related decisions or guidelines and subsequent legislation of a similar nature, and all privacy, security, and data protection laws, rules, and regulations of any applicable jurisdiction including any jurisdiction in which the Services are being provided or the Personal Data is being processed and any jurisdiction from which Company or any Subprocessor  provides any of the Services or from which the Customer provides its products or services.

Data Subject: an individual about whom the Personal Data relates.

EEA: the European Economic Area.

Ex-EEA Subprocessor: a natural or legal person subcontracted to provide any part of the Services from a location outside the EEA.

SCC Agreement: the standard contractual clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.

Subprocessor: any third party but excluding an employee or consultant of Company or any of its sub-contractors) appointed by or on behalf of Company to Process Personal Data on behalf of Customer in connection with the Agreement.

Terms & Conditions: payroll service Terms & Conditions of Company as defined above >>

2. Continuity

2.1 Terms used in this DPA shall have the same meaning as defined in the standard Terms & Conditions of Company, unless defined differently herein.

2.2 By agreeing to these terms, the Customer also agrees to Company’s Privacy Statement and Cookie Policy available on Company’s website. The Customer’s employees and third-party service providers must be informed of the processing of data contemplated under the Privacy Statement and Cookie Policy, where relevant.

3. Purpose 

From 25 May 2018, the terms of this DPA will apply in the place of relevant clauses in Section 3 of the standard Terms & Conditions. If Company processes any Personal Data on the Client’s behalf when performing its obligations under the standard Terms & Conditions, the parties record their intention that the Client shall be the Data Controller and Company shall be the Data Processor.

4. Personal Data

4.1 Through the Client’s use of the Services, the Client decides what data to collect and how to use the information processed via the Services.

4.2 The Data Controller shall ensure that it is entitled to transfer the relevant Personal Data to Company and Company is entitled to transfer relevant Personal Data to its Subprocessors and third-party providers so that Company may lawfully use, process and transfer the Personal Data in accordance with the standard Terms & Conditions on the Data Controller’s behalf.

4.3 The Data Controller shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws. The Data Controller shall ensure that Data Subjects and any  relevant third parties and have been informed of such use, processing, and transfer contemplated under standard Terms & Conditions and as required by all Data Protection laws including the GDPR (where applicable) and other applicable laws and the Data Controller must provide appropriate and sufficiently prominent notice to Data Subjects, and ensure that the processing is lawful with regard to the collection, use and disclosure of such Data Subject’s Personal Data, including, at a minimum, through the Data Controller’s privacy policies.  For the avoidance of doubt, Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws.

4.4 Categories of data must not be uploaded to the Company Services unless required and the Data Controller is entirely responsible for ensuring that the data uploaded to the Company Services is adequate, relevant and not excessive.

5. Details of the processing contemplated under this DPA:

5.1 The subject matter of the processing is employee data provided by customers for the purpose of providing payroll services.

5.2 The duration of the processing is until such time as Jefferson Payroll receive an instruction to terminate the service.

5.3 Nature and purpose of the processing is for the calculation of taxes, net pay and the provision of a pay slip record to the employees of the customer.

5.4 The type of Personal Data includes data required for the processing of payroll and can include financial information such as bank account details and sensitive personal data such as trade union deductions.

5.5 The Categories of Data are: PPS number, name, address, Country, Eircode, email, EE number, Date of Birth, gender, employment type, start date, employment status, previous earnings, tax details, financial information, bank account details, trade union deductions, medical card information, health insurance & pension provider details, company car and shareholder details and location of employment, password & secret question and answers, occupational status code, and LPT amount.

5.6 The obligations and rights of the Data Controller are as detailed in the GDPR.

5.7 Company may provide notice of change to these provisions where an update is required due to changes to the Services or changes required due to applicable Data Protection Laws, including the interpretation thereof.

6. Permitted Processing and Disclosure of Personal Data

6.1 Company must, and shall procure that its Subprocessors shall, Process any Personal Data held in connection with standard Terms & Conditions only for the purposes of fulfilling its obligations under standard Terms & Conditions and in accordance with relevant documented instructions of the Client (unless required to do so by a Union or member state law to which Company is subject; in such a case Company shall inform the Data Controller of that legal requirement before Processing, unless the law prohibits such information on important grounds of public interest). The Client agrees to provide Company with clearly documented instructions relating to Personal Data under this Agreement.

6.2 Company agrees to make reasonable efforts to assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to Company.

7. Data Subject Rights

7.1 Taking into account the nature of the Processing, Company shall assist Client [by implementing appropriate technical and organisational measures, insofar as this is possible], to respond to requests to exercise Data Subjects rights under the Data Protection Laws.

7.2 Company shall (i) notify Client without undue delay if Company receives a request from a Data Subject under any Data Protection Laws in respect of the Client Personal  Data; (ii) ensure that neither it nor a Subprocessor responds to that request except on the documented instructions of Client or as required by applicable laws to which Company or Subprocessor is subject, in which case Company shall to the extent permitted by applicable laws inform Client of that legal requirement before there is any response to the Data Subject request.  To the extent legally permitted, Client shall be responsible for any costs arising from Company’s provision of such assistance.

8. Security and Integrity of Personal Data

8.1 Company agrees to take appropriate technical and organisational measures [ as described in Company Security Documentation] to ensure that the Personal Data Processed in connection with Main Agreement on behalf of the Client will meet the requirements of Data Protection Laws and ensure the protection of the rights of the Data Subject.

8.2 Company shall, and shall procure that its Subprocessors shall, take all reasonable steps to ensure that Personal Data processed in connection with Main Agreement is processed in compliance with the obligations under Article 32 of the GDPR relating to security of processing. 

9. Security Incident Notification.

If Company becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of Personal Data (“Security Incident”), Company will notify the Client without undue delay.  Company will also reasonably cooperate with Client with respect to any investigations and with preparing potentially required notices, and provide any information reasonably requested by Client in relation to the Security Incident.

10. Audits

10.1 Company will make available to the Client all information necessary to demonstrate compliance with the data processing obligations laid down in these Revised Personal Data Terms including by allowing for and contributing to reasonable audits to determine Company’s compliance with its obligations under these Revised Personal Data Terms. These audits (of frequency of no more than once per year, except where there is reason to suspect a Security Incident may have occurred) may be conducted by the Client, auditors mandated by the Client, or public authorities in competent jurisdictions, subject to the Client and its auditors (if relevant) undertaking reasonable and appropriate confidentiality obligations.

10.2 The scope of an audit will be limited to Company systems, processes and documentation relevant to the Processing and protection of Personal Data that is Client Data.

11. Confidentiality

Company shall, and shall procure that its Subprocessors shall, ensure that any persons to whom Company discloses Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality with respect to the Personal Data.

12. Appointment of Subprocessors 

12.1 Without limiting the Company’s other obligations under this DPA, the Company shall not appoint a third party Subprocessor to Process the Data without the prior written consent (such consent not to be unreasonable withheld) of the Client. The Company shall provide the Client with details of the proposed Subprocessor and the Processing proposed to be conducted by such Subprocessor.

12.2 Without prejudice to Clause 12.1, the Client consents to the engagement of the Subprocessors referred at Clause  12.4.

12.3 The Company agrees that any appointment of a Subprocessor shall be conditional on the Subprocessor being subject to the same data protection obligations, by means of a written contact, as those set out under this DPA and provided that the Subprocessor’s contract terminates automatically on termination of the Main Agreement and this DPA.

12.4 A list of Subprocessors, current as of 25 May 2018, is included at Annex 2 of this DPA. The Company shall seek written consent from the Client prior to granting any Subprocessor not included in such list (“New Subprocessor”) access to the Data.

12.5 The Company shall, on request:

(i) make available to the Client a list of all Subprocessors who are involved in Processing or Subprocessing the Data in connection with the provision of the Services, (“Subprocessor List”); and

(ii) provide the Client with additional information about any Subprocessor on the Subprocessor List that Client may reasonably request during the term of the Main Agreement and this DPA.

12.6  The Company shall remain liable to the Client for Processing by such Subprocessors as if the Processing was being conducted by the Company.

13. No transfer of Personal Data outside European Economic Area 

13.1 Company will only transfer Personal Data processed through the Services outside the EEA on the Client’s specific request. Client Data processed outside the Services (e.g. where the Client contacts Company by phone or email) may be transferred outside the EEA. Where the Client does not wish to transfer Personal Data outside the EEA, the Client must not include Personal Data in communications to Company made outside the Services.

13.2 All requests to transfer Personal Data outside the EEA must be made to us by email. In making the request the Client confirms that an ‘adequate level of protection’ or the provision of “appropriate safeguards” (as such respective terms are understood under directive 95/46/EC or the GDPR or any subsequent legislation) is in place for the transfer to be effected in compliance with Data Protection Laws.

13.3 Company agrees to enter into a SCC Agreement with Client where reasonably required to ensure an “adequate level of protection” or the provision of “appropriate safeguards” is in place for the transfer of any Personal Data outside the EEA.

13.4 The parties agree to cooperate where, due to changes in law or practice, an alternate data transfer mechanism is required to be put into operation to ensure an “adequate level of protection”.

14. Return of Personal Data

14.1 On termination or expiry of this Agreement, or otherwise on request by the Client, Company must and shall procure that its Subprocessors shall:

(a)  return all the Personal Data to the Client; or

(b)  destroy all the Personal Data, in a manner agreed to by the Client;

unless a law binding on Company or its Subprocessors prevents it from doing as requested.

14.2 The return or deletion or otherwise disposal shall be carried out in accordance with the procedures and time frames specified in the Retention Policy

14.3 Company and its Subprocessors may retain Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Company shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

15. Obligations independent of other provisions

The obligations contained in this Addendum are without prejudice to Company’s and/or Subprocessors other obligations under standard Terms & Conditions and apply notwithstanding any permitted use or disclosure of confidential information in this Agreement.

16. Costs

16.1 The costs of Company and its Subprocessors to comply with their respective obligations as data processors under Data Protection Laws applicable in a specific jurisdiction shall be borne by Company and its Subprocessors to the extent compliance with such obligations is necessary for Company and/or its Subprocessors’ compliance with applicable Data Protection Laws in their role as data processors in the jurisdiction in question.

16.2 Notwithstanding Clause 16.1, if Company is requested by the Client to take on compliance activities which go beyond the activities that Company is required to do as a Data Processor under applicable Data Protection Laws, Company shall be entitled to its reasonable costs and the above shall be notified via the change control process set out in this Agreement.

16.3 Should changes to applicable Data Protection Laws, including the interpretation thereof, entail increased costs for Company or its Subprocessors, Company may, subject to providing written notice to the Client, increase the rates charged to the Client to reflect the increased costs. The increase to the Client should be fair and reasonable and should be proportional to what other similar Customers are being asked to pay.

17. Indemnity

Client agrees to indemnify and keep indemnified and defend at its own expense the Company and its Subprocessors against all costs, losses, expenses, damages, fines, penalties, legal fees, liabilities, claims, demands, actions and settlement arising from or in connection with any failure by the Client or its employees, contractors, or agents to comply with any of its data protection obligations under this Addendum.

18. Transfers

Company reserves the right to transfer information (including Client Data) to a third party in the event of a sale, merger, liquidation, receivership or transfer of all or substantially all of the assets of Company’s business provided that the third party agrees to adhere to Company’s terms relating to Personal Data and provided that the third party only uses Personal Data for the purposes that it has been provided it to Company. The Client will be notified in the event of any such transfer

19. Order of Precedence

With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the standard Terms & Conditions and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this Addendum shall prevail.

20. Severance

Should any provision of this Addendum be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

21. Governing Law

The parties to (i) this DPA hereby submit to the choice of jurisdiction stipulated in the standard Terms & Conditions with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and (ii) this DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Main Agreement. 

ANNEX 1: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA

This Annex 1 includes certain details of the Processing of Client Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Client Personal Data

• The subject matter and duration of the Processing of the Client Personal Data are set out in the Main Agreement and this Addendum.
• The subject matter of the processing is employee data provided by customers for the purpose of providing payroll services.
• The duration of the processing is until such time as Jefferson Payroll receive an instruction to terminate the service.
• Nature and purpose of the processing is for the calculation of taxes, net pay and the provision of a pay slip record to the employees of the customer.
• The type of Personal Data includes data required for the processing of payroll and can include financial information such as bank account details and sensitive personal data such as trade union deductions.
• The Categories of Data are: PPS number, name, address, Country, Eircode, email, EE number, Date of Birth, gender, employment type, start date, employment status, previous earnings, tax details, financial information, bank account details, trade union deductions, medical card information, health insurance & pension provider details, company car and shareholder details, location of employment, password & secret question and answers, occupational status code, and LPT amount.

The obligations and rights of customer and Authorised Affiliates

The obligations and rights of Client are set out in the Main Agreement and this Addendum.

Note: Company may provide notice of change to these provisions where an update is required due to changes to the Services or changes required due to applicable Data Protection Laws, including the interpretation thereof.

ANNEX 2: DETAILS OF SUBPROCESSORS

• Microsoft
• ERS Solutions Ltd