9.1 Confidentiality: Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information:
(a) required to be disclosed by law; or
(b) that the Providing Party agrees to in writing before the disclosure is made; or
(c) is or becomes publicly available through no fault of the Receiving Party; or
(d) is independently acquired or developed by the Receiving Party without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or
(e) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(f) is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
9.2 Data: SwiftCount may use Data inputted by You for analysis in aggregate form or for SwiftCount’s internal training or billing purposes.
(b) We process personal information in relation to the Services and the Website for the purpose of providing You with Services and to enable Your end customers to use Your services. We use this information only to the extent and for the duration required to provide the Services, and process only the personal information that You have collected and provided to us for that purpose. You understand and confirm that You will not provide any personal information to us that is not required for You or Your end customers to receive the relevant Services, and You acknowledge that SwiftCount does not filter or validate any data (including personal information) that You provide to SwiftCount. You agree that validation and filtering will be Your sole responsibility.
(c) You remain the controller of the personal information You provide to us for processing. We will process personal data only on documented processing instructions from You, and will not transfer personal data to a third country or other international organization, except where agreed between us.
(d) All our staff, contractors and service providers who may process personal information have agreed to appropriate confidentiality obligations with respect to that processing.
(e) We take appropriate technical and organizational measures to ensure the security of personal information in the context of the Services.
(f) We will not engage another processor to process personal information You provide to Us without Your prior consent. You acknowledge the separate disclosure that we have made to You of the sub-processors that We use, and note Your consent to the use of those sub-processors. Where We use (with Your consent) another processor to process personal information, We have appropriate arrangements in place with that processor to protect the personal information to the same standard that the personal information is protected under these terms and conditions.
(g) If You are required to make a notification of a breach in relation to personal information, and/or to conduct a privacy impact assessment, We will use reasonable endeavours to assist You with such matters, taking into account the impact on Our business activities, and noting that such a request should only be made within normal business hours in Toronto, Canada. Our assistance will also take into account the nature of the personal information that we hold, and the nature of the processing that we undertake.
(h) You may have an independent auditor audit our compliance with the privacy requirements under these terms and conditions, and We will provide reasonable assistance to such audits, provided that:
(i) You clearly identify the nature and purpose of the audit;
(ii) You conduct no more than one audit in each twelve month period unless you have specific reason to believe that these privacy requirements are not being complied with;
(iii) audits may only be conducted during normal business hours in Toronto, Canada, and will be conducted in such a way as to minimize any disruption to the SwiftCount business;
(iv) Your auditor must comply with all reasonable health and safety and/or security measures required by Us:
(v) You will bear all costs of such an audit; and
(vi) Your auditor will only have access to the data and systems necessary to conduct this audit, and such access will not extend to access to and/or inspection of SwiftCount intellectual property or internal financial information.