Callie Partner Programme
Foreword
Thank you for signing up for the Callie Partner Programme. We appreciate your involvement and pledge to do our best to treat each and every one of our partners with the respect and fairness they deserve. We simply ask for the same in return.
Below, you can find our Partnership Agreement. Please take your time to carefully read this agreement before proceeding with the registration. By completing your registration, you indicate the acceptance of this Partnership Agreement which is a precursor for your acceptance into the Callie Partner Programme.
If you have any questions pertaining to this Partnership Agreement or the Callie Partner Programme in general, please do not hesitate to contact us at support@getcallie.com.
We look forward to working with you,
The Callie Team
Partnership Agreement
This is a legal agreement between you (“Partner”) and TECHSHIFT LIMITED (trading as ‘CALLIE’), a company incorporated in England and Wales under number 11652803 and whose registered office is at The Enterprise Centre University of East Anglia, Norwich Research Park, Norwich, United Kingdom, NR4 7TJ (“Callie”).
This Partnership Agreement incorporates the following Schedules (“Agreement”), which Callie and the Partner agree to observe.
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Schedule Number |
Title |
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Schedule 1 |
General Terms |
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Schedule 2 |
Callie Products List |
BACKGROUND
- Callie is a business-to-consumer safety platform consisting of a mobile application, web portal, wearable alarms and 24/7 alarm receiving centre monitoring.
- The Partner is a business that has registered on the Callie Partner Registration Form.
- The Partner wishes to enhance the protection of of it’s Customers by referring them to the Callie safety platform.
SCHEDULE 1: GENERAL TERMS
1.1. Definitions and Interpretations:
"Callie Partner Registration Form": the digital Callie partner registration form used by the Partner to register to be a Callie partner.
“Callie App”: the Callie application and platform for personal safety.
“Callie Deliverables”: the Callie App, Callie Hardware and any supporting documentation and materials (including account management tools).
“Callie Hardware”: the Callie personal safety device, not including any application or platform.
“Callie Services”: the Callie Deliverables and any ancillary services (such as support and maintenance) to be provided by the Partner to Customers, as detailed on the Cover Sheet.
“Commission”: the commission fees payable for each End User Licence under each Relevant Contract.
“Customer”: any customer or prospective customer of the Partner.
“Data Protection Laws”: means the Data Protection Act 2018, the UK GDPR and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation, and to the extent applicable, the data protection or privacy laws of any other country.
“Deliverables”: Callie Deliverables as appropriate.
“End User Licence”: means a licence for one individual to use the Callie App and/or Callie Hardware.
“Intellectual Property Rights” or “IPR”: means, without limitation, any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, know-how, confidential information and any other intellectual or industrial property rights, whether or not registered or capable of registration and whether subsisting in England or any other part of the world, together with any goodwill relating or attached to such rights.
“Marketing Collateral”: marketing and promotional materials, sales tools, and other collateral pertaining to the Services.
“Product”: the Callie Hardware.
“Relevant Contract”: an instruction for the supply of Deliverables and/or Services entered into between Callie and a Customer (excluding Callie Customers), detailing the applicable fees for such Deliverables and/or Services and number of End User Licences, if relevant.
“Relevant Requirements”: all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
“Services”: the Callie Services as applicable.
“Territory”: the territory or markets detailed on the Cover Sheet.
1.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4. In this Agreement, unless the context requires otherwise, the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.5. A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.
1.6. In this Agreement time shall not be of the essence.
1.7. Clause headings are for reference purposes only and shall not affect the interpretation of this Agreement.
1.8. Any reference to a clause in a Schedule to this Agreement is to a clause within that Schedule unless otherwise stated.
2. TERMS OF ENGAGEMENT
2.1. Pursuant to the terms of this Agreement, the Partner may refer Customers to Callie for the duration of this Agreement in exchange for Marketing Collateral.
2.3. Where the Partner acts as a referrer, the Partner will not be a party to the contract between Callie and each Callie Customer, unless otherwise agreed by the parties in writing.
2.4. For the avoidance of doubt, Callie is not bound by any exclusivity under this Agreement and may appoint other resellers, referrers and partners.
3. OBLIGATIONS OF THE PARTNER
3.1. The Partner shall act in good faith and must not make any representations or act in a manner which could damage the reputation of Callie.
3.2. The Partner shall not solicit or attempt to solicit any Customer as a result of marketing or other activities, which if done by Callie would be in breach of applicable laws.
3.3. The Partner shall not, without Callie's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Callie's Marketing Collateral.
3.4. The Partner shall only advertise or discuss the Services using phrases and wording approved by Callie and will only refer to the Services as ‘Callie’ and/or ‘CalliePlus’ as appropriate.
3.5. The Partner shall provide Callie with reasonable assistance, cooperation and support from time to time.
3.6. Each party shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.
3.7. The Partner acknowledges and agrees that Partner’s website, service, behaviour and/or correspondence will not:
3.71 include violent, obscene, defamatory, libellous, slanderous and/or unlawful content;
3.7.2. promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
3.7.3. incorporate any materials which infringe or assist others to infringe any copyright, trade mark or other Intellectual Property Rights or to violate the law;
3.7.4. include ‘Safepoint’, ‘Callie’ or variations or misspellings thereof in its domain name and/or as keywords in PPC campaigns;
3.7.5. promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in Partner’s local jurisdiction;
3.7.6. promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
3.7.7. promote gambling, including, without limitation, any online casino, sports books, bingo, or poker;
3.7.8. contain software downloads that potentially enable diversions of commission from other resellers in our programme;
3.7.9. make representations through domain name, code, designs, imagery, video, text or otherwise that make Partner’s website resemble the Callie website in a manner which leads customers to believe it is the Callie website or business, or that Partner is a legal representative of Callie in any way. Creation of separate websites to solely promote Callie products and services is also strictly prohibited;
3.7.10. imply that coupons, deals, or any similar savings are available, and Partner must not use phrases such as ‘Callie Coupon(s)’, ‘Callie Discount(s)’, or other similar phrases to imply that coupons are available;
3.7.11. offer rebates, coupons, or other form of promised kickbacks from Partner’s Commission as an incentive. Adding bonuses or bundling other products with Callie, however, is acceptable, if prior permission is received from Callie;
3.7.12. make false claims and/or promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the URL links;
3.7.13. promote any special deal or offer in a way that contradicts the arrangement set forth by Callie when offering such a deal to the Partner; and/or
3.7.14. generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. URL links must direct users to the Callie website,
3.7.2. promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
3.7.3. incorporate any materials which infringe or assist others to infringe any copyright, trade mark or other Intellectual Property Rights or to violate the law;
3.7.4. include ‘Safepoint’, ‘Callie’ or variations or misspellings thereof in its domain name and/or as keywords in PPC campaigns;
3.7.5. promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in Partner’s local jurisdiction;
3.7.6. promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
3.7.7. promote gambling, including, without limitation, any online casino, sports books, bingo, or poker;
3.7.8. contain software downloads that potentially enable diversions of commission from other resellers in our programme;
3.7.9. make representations through domain name, code, designs, imagery, video, text or otherwise that make Partner’s website resemble the Callie website in a manner which leads customers to believe it is the Callie website or business, or that Partner is a legal representative of Callie in any way. Creation of separate websites to solely promote Callie products and services is also strictly prohibited;
3.7.10. imply that coupons, deals, or any similar savings are available, and Partner must not use phrases such as ‘Callie Coupon(s)’, ‘Callie Discount(s)’, or other similar phrases to imply that coupons are available;
3.7.11. offer rebates, coupons, or other form of promised kickbacks from Partner’s Commission as an incentive. Adding bonuses or bundling other products with Callie, however, is acceptable, if prior permission is received from Callie;
3.7.12. make false claims and/or promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the URL links;
3.7.13. promote any special deal or offer in a way that contradicts the arrangement set forth by Callie when offering such a deal to the Partner; and/or
3.7.14. generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. URL links must direct users to the Callie website,
and the parties acknowledge and agree that breach of this clause 3.7 shall constitute a material breach of this Agreement and that it will be reasonable for Callie to terminate the Agreement immediately upon written notice to the Partner if Partner commits such a material breach.
4. PAYMENTS AND COMMISSION
4.1. The Partner shall receive no payments or Commission.
4.3. Callie will in no event be responsible for any expenses or costs howsoever incurred by the Partner in promoting or reselling the Services, or for any shipping costs incurred in the performance of a Relevant Contract.
5. CONFIDENTIALITY
5.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”). Partner acknowledges and agrees that Callie's commercial processes and methodologies are protected as Confidential Information, copyright and also as a trade secret.
5.2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
5.3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
5.5. This clause 5 shall survive termination of this Agreement, however arising.
6. DATA PROTECTION
6.1. Data Controller. Callie shall be the ‘Data Controller’ under this Agreement.
6.2. Data Processor. The Partner acknowledges and agrees that where it processes Personal Data relating to Callie or its Customers, it will be the Data Processor under this Agreement and that it shall:
6.2.1. ensure that all Personal Data it receives, stores and collects from Callie or Customers is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by Callie. The Partner must ensure that it strictly complies with any request made or direction given by Callie in relation to the Personal Data;
6.2.2. promptly carry out any written request requiring the Partner to amend, transfer or delete the Personal Data or any part of the Personal Data made by Callie;
6.2.3. keep all Personal Data it receives, stores and collects from Callie or Customers strictly confidential pursuant to clause 5 (Confidential Information), and not disclose any Personal Data to third parties;
6.2.4. maintain sufficient records of its processing activities and provide these to Callie promptly upon request;
6.2.5. where required by Data Protection Laws, appoint a Data Protection Officer and provide their contact details to Callie;
6.2.6. not use the Personal Data for any purpose other than to perform its obligations under this Agreement, unless required by law to which the Partner is subject, in which case the Partner shall to the extent permitted by law inform Callie of that legal requirement prior to responding to the request;
6.2.7. not retain Personal Data for any longer than is necessary for the permitted purpose;
6.2.8. not make any changes to its security measures that would increase the risk of unauthorised access to, use of, or disclosure of, the Personal Data;
6.2.9. consider all suggestions by Callie to ensure that the level of protection provided for Personal Data is in accordance with this Agreement and to make the changes suggested (at the Partner’s cost);
6.2.10. take all reasonable steps to ensure the reliability of the personnel which will have access to any Personal Data;
6.2.11. ensure that: (a) its employees and agents will be required, as a condition of employment or retention, to protect all Personal Data in Partner’s possession or otherwise acquired by or accessible to the Partner; (b) its employees and agents who will be provided access to, or otherwise come into contact with, Personal Data, will receive appropriate training relating to the protection of Personal Data; (c) it will maintain appropriate access controls, including, but not limited to, limiting access to Personal Data to the minimum number of the Partner’s employees and agents who require such access for purposes of providing the Services to Callie; and (d) it will impose appropriate disciplinary measures for violations of its information security policies and procedures;
6.2.12. not disclose Personal Data without the written authority of Callie (except for the purposes of fulfilling its obligations under this Agreement); and
6.2.13. cooperate and liaise with the relevant supervisory authority for applicable Data Protection Laws (which is the Information Commissioner’s Office in the UK).
6.3. Breach Notification. The Partner agrees to notify Callie whenever the Partner reasonably believes that any Personal Data, or information or other material that can be used to access Personal Data, in any form or on any media, may have been accessed, acquired, modified, used, or disclosed by any unauthorised person, by any person in an unauthorised manner, or for an unauthorised purpose (“Breach”). The Partner shall provide this notice to Callie immediately, which in no event shall be longer than twenty-four (24) hours after having reason to believe that a Breach may have occurred. After providing such notice, the Partner will investigate the Breach, take all necessary steps to eliminate or contain the exposures that led to such Breach, and keep Callie advised of the status of such Breach and all matters related thereto. The Partner further agrees to provide all reasonable assistance requested by Callie and/or Callie's designated representatives in the furtherance of any investigation, correction, and/or remediation of any such Breach.
6.4. Sub-Processing. The Partner must obtain Callie's prior written consent before disclosing any Personal Data to any sub-processors under this Agreement. Prior to disclosing any Personal Data to any sub-processors, the Partner must have in place with such third party a written agreement that includes obligations that are at least as broad in scope and as restrictive as those in this Agreement. The Partner will remain directly accountable and liable to Callie for the performance of any sub-processors obligations at all times.
6.5. Assistance. The Partner will immediately inform Callie in writing upon it receiving: (a) a data subject access request (or purported data subject access request); (b) a request to rectify, block or erase any Personal Data; (c) any other request, complaint or communication relating to either party’s obligations under Data Protection Laws; (d) any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement; or (e) a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by law, and unless otherwise required by applicable laws or regulations, the Partner will not respond to these requests unless explicitly authorised by Callie to do so. Taking into account the nature of the processing, the Partner shall provide Callie with full assistance in relation to either party's obligations under Data Protection Laws and any complaint, communication or request made under this clause 6.5. The Partner shall assist Callie in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority at the Partner’s cost.
6.6. Data Transfers. The Partner agrees not to transmit any data or information to a country or territory outside the United Kingdom or the European Economic Area without Callie's prior written consent. At Callie's request, the Partner and any of its sub-processors will enter into a data processing agreement with Callie that incorporates the UK International Data Transfer Agreement between Controllers and Processors, or any other similar conditions relating to other countries, to allow Personal Data to be transferred by Callie to the Partner and its sub-processors.
6.7. Return of Data. Callie has the right, in its sole discretion at any time and from time to time, to restrict, discontinue, suspend, cancel, terminate, or modify the Partner’s right to process Personal Data. Upon the termination or expiration of the Partner’s provision of Services under this Agreement, or upon Callie's request, the Partner will, and will cause its sub-processors to, return in a manner and format reasonably requested by Callie, or, if specifically directed by Callie, destroy, any or all Personal Data in its possession, power, or control, and the Partner will certify the same in writing.
6.8. Safeguards. The Partner warrants that for the duration of this Agreement that it will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of Callie, Customers, patients or employees and to protect against anticipated threats or hazards to the integrity of such information and records.
6.9. Data Audits. Upon Callie's request, the Partner will provide reasonable supporting documentation regarding its data safeguards as well as business continuity and recovery facilities, resources, plans, and procedures. Upon reasonable notice to the Partner, the Partner will permit Callie, its auditors, designated audit representatives, and regulators, including data protection authorities, during normal business hours, to audit and inspect:
6.11. Indemnity. The Partner will indemnify Callie and its Affiliates and keep Callie and its officers, employees, consultants, agents and sub-contractors fully and effectively indemnified on demand in respect of any type of liability, loss, damage, claims, fines, demands, actions, charges, costs (including legal fees) and expenses suffered or incurred by Callie and/or its Affiliates arising out of or in connection with:
6.13. Perpetual Application. This clause 6 shall survive termination of this Agreement howsoever caused.
7. INTELLECTUAL PROPERTY
7.1. Each party will remain the owner of any pre-existing IPR at the Effective Date, and this Agreement does not act to transfer or assign title in any IPR.
7.2. Callie may from time to time provide the Partner with such Marketing Collateral as Callie reasonably deems necessary to allow the Partner to successfully market the Services to Customers.
7.3. All IPR in the Services belongs to Callie and title to any IPR developed or created by either party under this Agreement, including in any Marketing Collateral, shall be owned by and vest in Callie (“Callie IPR”).
7.4. For the duration of this Agreement, and upon its termination for any reason, Partner will provide Callie with such assistance and will undertake such acts as reasonably required to ensure that the full title to all IPR vests in Callie.
7.5. Callie hereby grants the Partner a non-transferable, non-exclusive, royalty-free, non-sublicensable and revocable licence to use Callie IPR to the extent required to comply with the obligations contained in this Agreement. Notwithstanding, the Partner must obtain Callie's prior written consent for each use of Callie or Callie’s name and standard logo.
7.6. The Partner hereby permits Callie to publish the Partner’s name and standard logo for promotional purposes on a perpetual, irrevocable basis.
7.7. The Partner must not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Callie Deliverables and/or the Callie Deliverables; (ii) access all or any part of the Callie Deliverables and/or the Callie Deliverables in order to build a product or service which competes with it; or (iii) white-label, rebrand, or rename the Callie Deliverables and/or the Callie Deliverables.
7.8. Upon the termination of this Agreement for any reason, the Partner will cease to use all Callie IPR and shall return all embodiments of Callie IPR in its possession and control to Callie within 14 days of the effective date of termination.
7.9. The Partner will indemnify and keep Callie and its officers, employees, consultants, agents and sub-contractors indemnified on demand against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Callie arising out of or in connection with any claim in relation to:
4.1. The Partner shall receive no payments or Commission.
4.3. Callie will in no event be responsible for any expenses or costs howsoever incurred by the Partner in promoting or reselling the Services, or for any shipping costs incurred in the performance of a Relevant Contract.
5. CONFIDENTIALITY
5.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”). Partner acknowledges and agrees that Callie's commercial processes and methodologies are protected as Confidential Information, copyright and also as a trade secret.
5.2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
5.2.1. To treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;
5.2.2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and
5.2.3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
5.2.2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and
5.2.3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
5.3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
5.3.1. is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;
5.3.2. the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
5.3.3. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
5.3.4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
5.3.5. is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
5.4. Upon the termination of this Agreement, the Receiving Party shall return all Confidential Information to the Disclosing Party, or evidence the destruction of it, as requested by the Disclosing Party, provided that this shall not prevent the Receiving Party from retaining a copy to meet its legal or regulatory obligations.5.3.2. the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
5.3.3. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
5.3.4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
5.3.5. is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
5.5. This clause 5 shall survive termination of this Agreement, however arising.
6. DATA PROTECTION
6.1. Data Controller. Callie shall be the ‘Data Controller’ under this Agreement.
6.2. Data Processor. The Partner acknowledges and agrees that where it processes Personal Data relating to Callie or its Customers, it will be the Data Processor under this Agreement and that it shall:
6.2.1. ensure that all Personal Data it receives, stores and collects from Callie or Customers is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by Callie. The Partner must ensure that it strictly complies with any request made or direction given by Callie in relation to the Personal Data;
6.2.2. promptly carry out any written request requiring the Partner to amend, transfer or delete the Personal Data or any part of the Personal Data made by Callie;
6.2.3. keep all Personal Data it receives, stores and collects from Callie or Customers strictly confidential pursuant to clause 5 (Confidential Information), and not disclose any Personal Data to third parties;
6.2.4. maintain sufficient records of its processing activities and provide these to Callie promptly upon request;
6.2.5. where required by Data Protection Laws, appoint a Data Protection Officer and provide their contact details to Callie;
6.2.6. not use the Personal Data for any purpose other than to perform its obligations under this Agreement, unless required by law to which the Partner is subject, in which case the Partner shall to the extent permitted by law inform Callie of that legal requirement prior to responding to the request;
6.2.7. not retain Personal Data for any longer than is necessary for the permitted purpose;
6.2.8. not make any changes to its security measures that would increase the risk of unauthorised access to, use of, or disclosure of, the Personal Data;
6.2.9. consider all suggestions by Callie to ensure that the level of protection provided for Personal Data is in accordance with this Agreement and to make the changes suggested (at the Partner’s cost);
6.2.10. take all reasonable steps to ensure the reliability of the personnel which will have access to any Personal Data;
6.2.11. ensure that: (a) its employees and agents will be required, as a condition of employment or retention, to protect all Personal Data in Partner’s possession or otherwise acquired by or accessible to the Partner; (b) its employees and agents who will be provided access to, or otherwise come into contact with, Personal Data, will receive appropriate training relating to the protection of Personal Data; (c) it will maintain appropriate access controls, including, but not limited to, limiting access to Personal Data to the minimum number of the Partner’s employees and agents who require such access for purposes of providing the Services to Callie; and (d) it will impose appropriate disciplinary measures for violations of its information security policies and procedures;
6.2.12. not disclose Personal Data without the written authority of Callie (except for the purposes of fulfilling its obligations under this Agreement); and
6.2.13. cooperate and liaise with the relevant supervisory authority for applicable Data Protection Laws (which is the Information Commissioner’s Office in the UK).
6.4. Sub-Processing. The Partner must obtain Callie's prior written consent before disclosing any Personal Data to any sub-processors under this Agreement. Prior to disclosing any Personal Data to any sub-processors, the Partner must have in place with such third party a written agreement that includes obligations that are at least as broad in scope and as restrictive as those in this Agreement. The Partner will remain directly accountable and liable to Callie for the performance of any sub-processors obligations at all times.
6.5. Assistance. The Partner will immediately inform Callie in writing upon it receiving: (a) a data subject access request (or purported data subject access request); (b) a request to rectify, block or erase any Personal Data; (c) any other request, complaint or communication relating to either party’s obligations under Data Protection Laws; (d) any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement; or (e) a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by law, and unless otherwise required by applicable laws or regulations, the Partner will not respond to these requests unless explicitly authorised by Callie to do so. Taking into account the nature of the processing, the Partner shall provide Callie with full assistance in relation to either party's obligations under Data Protection Laws and any complaint, communication or request made under this clause 6.5. The Partner shall assist Callie in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority at the Partner’s cost.
6.6. Data Transfers. The Partner agrees not to transmit any data or information to a country or territory outside the United Kingdom or the European Economic Area without Callie's prior written consent. At Callie's request, the Partner and any of its sub-processors will enter into a data processing agreement with Callie that incorporates the UK International Data Transfer Agreement between Controllers and Processors, or any other similar conditions relating to other countries, to allow Personal Data to be transferred by Callie to the Partner and its sub-processors.
6.7. Return of Data. Callie has the right, in its sole discretion at any time and from time to time, to restrict, discontinue, suspend, cancel, terminate, or modify the Partner’s right to process Personal Data. Upon the termination or expiration of the Partner’s provision of Services under this Agreement, or upon Callie's request, the Partner will, and will cause its sub-processors to, return in a manner and format reasonably requested by Callie, or, if specifically directed by Callie, destroy, any or all Personal Data in its possession, power, or control, and the Partner will certify the same in writing.
6.8. Safeguards. The Partner warrants that for the duration of this Agreement that it will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of Callie, Customers, patients or employees and to protect against anticipated threats or hazards to the integrity of such information and records.
6.9. Data Audits. Upon Callie's request, the Partner will provide reasonable supporting documentation regarding its data safeguards as well as business continuity and recovery facilities, resources, plans, and procedures. Upon reasonable notice to the Partner, the Partner will permit Callie, its auditors, designated audit representatives, and regulators, including data protection authorities, during normal business hours, to audit and inspect:
6.9.1. the Partner’s facilities where Personal Data is processed;
6.9.2. any computerised systems used to process Personal Data; and
6.10. the Partner’s security practices and procedures, data protection practices and procedures, and business continuity and recovery facilities, resources, plans, and procedures. The audit and inspection rights hereunder will be, at a minimum, for the purpose of verifying the Partner’s compliance with this clause 6 and applicable Data Protection Laws.6.9.2. any computerised systems used to process Personal Data; and
6.11. Indemnity. The Partner will indemnify Callie and its Affiliates and keep Callie and its officers, employees, consultants, agents and sub-contractors fully and effectively indemnified on demand in respect of any type of liability, loss, damage, claims, fines, demands, actions, charges, costs (including legal fees) and expenses suffered or incurred by Callie and/or its Affiliates arising out of or in connection with:
6.11.1. any Breach of Personal Data by the Partner, its Affiliates and/or its sub-processors; and
6.11.2. any failure to adhere to the requirements of this clause 6 by the Partner and/or its sub-processors.
6.12. Termination. The Partner agrees to notify Callie immediately of any material breach or violation of this clause 6. Without limiting other remedies that may be available to Callie for violation of this clause 6, the Partner agrees that Callie may, at its discretion, immediately terminate the Agreement without penalty, if the Partner violates any requirement of this clause 6.6.11.2. any failure to adhere to the requirements of this clause 6 by the Partner and/or its sub-processors.
6.13. Perpetual Application. This clause 6 shall survive termination of this Agreement howsoever caused.
7. INTELLECTUAL PROPERTY
7.1. Each party will remain the owner of any pre-existing IPR at the Effective Date, and this Agreement does not act to transfer or assign title in any IPR.
7.2. Callie may from time to time provide the Partner with such Marketing Collateral as Callie reasonably deems necessary to allow the Partner to successfully market the Services to Customers.
7.3. All IPR in the Services belongs to Callie and title to any IPR developed or created by either party under this Agreement, including in any Marketing Collateral, shall be owned by and vest in Callie (“Callie IPR”).
7.4. For the duration of this Agreement, and upon its termination for any reason, Partner will provide Callie with such assistance and will undertake such acts as reasonably required to ensure that the full title to all IPR vests in Callie.
7.5. Callie hereby grants the Partner a non-transferable, non-exclusive, royalty-free, non-sublicensable and revocable licence to use Callie IPR to the extent required to comply with the obligations contained in this Agreement. Notwithstanding, the Partner must obtain Callie's prior written consent for each use of Callie or Callie’s name and standard logo.
7.6. The Partner hereby permits Callie to publish the Partner’s name and standard logo for promotional purposes on a perpetual, irrevocable basis.
7.7. The Partner must not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Callie Deliverables and/or the Callie Deliverables; (ii) access all or any part of the Callie Deliverables and/or the Callie Deliverables in order to build a product or service which competes with it; or (iii) white-label, rebrand, or rename the Callie Deliverables and/or the Callie Deliverables.
7.8. Upon the termination of this Agreement for any reason, the Partner will cease to use all Callie IPR and shall return all embodiments of Callie IPR in its possession and control to Callie within 14 days of the effective date of termination.
7.9. The Partner will indemnify and keep Callie and its officers, employees, consultants, agents and sub-contractors indemnified on demand against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Callie arising out of or in connection with any claim in relation to:
7.9.1. the Partner’s use of any Callie IPR; or
7.9.2. any defamatory, offensive or illegal content, information or materials used by the Partner in the resale or promotion of the Services.
7.10. The Partner must obtain Callie's prior written consent before making or allowing any press releases / publicity to be made referencing Callie.7.9.2. any defamatory, offensive or illegal content, information or materials used by the Partner in the resale or promotion of the Services.
8. COMMENCEMENT, DURATION AND TERMINATION
8.1. This Agreement shall commence on the date the Partner submits the Callie Partner Registration Form and shall continue until either party terminates this Agreement as per clause 8 of this Agreement.
8.2. Callie may terminate this Agreement immediately in writing:
8.3 The Partner may terminate this agreement at any time by giving at least thirty (30) days notice in advance.
9. CONSEQUENCES OF TERMINATION
9.1. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
9.2. Upon termination of this Agreement, for any reason, the Partner must immediately cease to promote the Services or make use of Callie IPR or Marketing Collateral.
10. LIMITATION OF LIABILITY
10.1. This clause 10 sets out the entire financial liability of Callie (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner:
10.3. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnity clause in this Agreement; or (iv) for any other liability which cannot be limited or excluded by law.
10.4. Subject to clause 10.3:
11. NO PARTNERSHIP OR AGENCY
11.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12. NON-SOLICITATION OF CALLIE CUSTOMERS
12.1. During the term of this Agreement, and for a period of one year after its effective termination date, Partner will not interfere with the relationship between Callie Customers, and Partner shall procure that none of its staff or agents cause a breach of this clause 12.
14. NON-COMPETITION
14.1. For the duration of the Agreement and for a period of 12 months following the termination of the Agreement for any reason the Partner will not engage directly or indirectly in the start-up, development, acquisition, ownership or operation of a business which is in competition or seeks to be in competition with Callie.
8.1. This Agreement shall commence on the date the Partner submits the Callie Partner Registration Form and shall continue until either party terminates this Agreement as per clause 8 of this Agreement.
8.2. Callie may terminate this Agreement immediately in writing:
8.2.1. if in Callie's sole discretion, Callie considers that the Partner commits a material breach of the terms of this Agreement; or
8.2.2 at any time by giving at least seven (7) days notice in advance.; or
8.2.3. if the Partner (i) becomes bankrupt / insolvent; (ii) appoints an administrative receiver or liquidator; (iii) is unable to pay its debts as they fall due; (iv) suspends or ceases trading (or threatens to); or (v) is subject to any event similar in nature to clauses 8.3.2(i)-(iv) (inclusive).
8.2.3. if the Partner (i) becomes bankrupt / insolvent; (ii) appoints an administrative receiver or liquidator; (iii) is unable to pay its debts as they fall due; (iv) suspends or ceases trading (or threatens to); or (v) is subject to any event similar in nature to clauses 8.3.2(i)-(iv) (inclusive).
8.3 The Partner may terminate this agreement at any time by giving at least thirty (30) days notice in advance.
9. CONSEQUENCES OF TERMINATION
9.1. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
9.2. Upon termination of this Agreement, for any reason, the Partner must immediately cease to promote the Services or make use of Callie IPR or Marketing Collateral.
10. LIMITATION OF LIABILITY
10.1. This clause 10 sets out the entire financial liability of Callie (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner:
10.1.1. arising under or in connection with this Agreement; and
10.1.2. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.2. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.10.1.2. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.3. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnity clause in this Agreement; or (iv) for any other liability which cannot be limited or excluded by law.
10.4. Subject to clause 10.3:
10.4.1. Callie will not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
10.4.2. Callie's total liability to the Partner in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to £100.
10.4.2. Callie's total liability to the Partner in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to £100.
11. NO PARTNERSHIP OR AGENCY
11.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12. NON-SOLICITATION OF CALLIE CUSTOMERS
12.1. During the term of this Agreement, and for a period of one year after its effective termination date, Partner will not interfere with the relationship between Callie Customers, and Partner shall procure that none of its staff or agents cause a breach of this clause 12.
14. NON-COMPETITION
14.1. For the duration of the Agreement and for a period of 12 months following the termination of the Agreement for any reason the Partner will not engage directly or indirectly in the start-up, development, acquisition, ownership or operation of a business which is in competition or seeks to be in competition with Callie.
15. MISCELLANEOUS
15.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
15.2. No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
15.3. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
15.4. This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
15.5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
15.6. All notices must be in writing and will be deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address with a copy sent by email to the other party’s email address as provided below. Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.
Callie email address for notice: callum@getcallie.com
Partner email address for notice will be as submitted on the Callie Partner Registration Form.
15.7. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
15.8. This Agreement may be signed in counterparts. Each signed copy of a document will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.
15.9. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
SCHEDULE 2: CALLIE PRODUCTS LIST
CALLIE
Callie is a business-to-consumer safety platform consisting of a mobile application, web portal, wearable alarms and 24/7 alarm receiving centre monitoring.
The Callie Safety App
The Callie safety app allows for real-time safety monitoring and the raising of automatic or manual alarms anywhere in the world. The app also has a suite of useful safety tools such fake call generation.
The Callie Safety Bracelet
The Callie wearable device is a fashionable wearable device that allows a user to raise an alarm or generate a fake call.
The Callie Web Portal
The Callie web portal allows specified contacts, such as friends or family, to see an app user’s real-time safety information or alerts.
24/7 Alarm Receiving Centre Monitoring (CalliePlus)
A fully accredited Alarm Receiving Centre provides 24/7 monitoring for users.
And any other products or services listed on the website from time to time - Website: https://www.getcallie.com/
Standard Logo:
15.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
15.2. No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
15.3. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
15.4. This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
15.5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
15.6. All notices must be in writing and will be deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address with a copy sent by email to the other party’s email address as provided below. Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.
Callie email address for notice: callum@getcallie.com
Partner email address for notice will be as submitted on the Callie Partner Registration Form.
15.7. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
15.8. This Agreement may be signed in counterparts. Each signed copy of a document will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.
15.9. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
SCHEDULE 2: CALLIE PRODUCTS LIST
CALLIE
Callie is a business-to-consumer safety platform consisting of a mobile application, web portal, wearable alarms and 24/7 alarm receiving centre monitoring.
The Callie Safety App
The Callie safety app allows for real-time safety monitoring and the raising of automatic or manual alarms anywhere in the world. The app also has a suite of useful safety tools such fake call generation.
The Callie Safety Bracelet
The Callie wearable device is a fashionable wearable device that allows a user to raise an alarm or generate a fake call.
The Callie Web Portal
The Callie web portal allows specified contacts, such as friends or family, to see an app user’s real-time safety information or alerts.
24/7 Alarm Receiving Centre Monitoring (CalliePlus)
A fully accredited Alarm Receiving Centre provides 24/7 monitoring for users.
And any other products or services listed on the website from time to time - Website: https://www.getcallie.com/
Standard Logo: