PREAMBLE 

The “Licensor” refers to CHATTERBOX LANGUAGES LTD., a company incorporated under the laws of the United Kingdom, with company number 10350661, having its registered office at 13 Lupton Street, London, United Kingdom, NW5 2JA, or one of its Affiliates as defined hereinafter. 

The “Licensee” refers to any legal or natural person that signed a Order Form the Licensor issued. 

The Licensor developed a software application named “Chatterbox”, a web-app and learning experience which aims at training organisations and individuals in languages.

A signed Order Form for the use of Chatterbox (sent by e-mail, fax and mail, or delivered in person) implies an unreserved acceptance of these General Terms and Conditions of Licence, Maintenance and Setup of Chatterbox, which aim at governing the contracts agreed between the Licensor and the Licensee. 

1 DEFINITIONS 

Hereunder, 

1.1  “Affiliate” means any legal entity which directly or indirectly controls, is controlled by, or is under common control with the Licensor. For purposes of this definition, “control” means the direct or indirect ownership of over 50% of shares or stock, along with the voting shares of such legal entity. 

1.2  “Agreement” means the following General Terms and Conditions of Licence, Maintenance and Setup of Chatterbox as well as the Specific Conditions, both signed by the Licensee. 

1.3  “Licence Fee” means the annual license fee the Licensee owes, in consideration of which the Licensee is granted a license for Chatterbox and benefits from Maintenance services. 

1.4  “Licence Start Date” means the date when the license rights are granted to the Users and when the Maintenance services start. 

1.5  “List Price” means the Licensor’s then currently applicable list price. 

1.6  “Maintenance” means the maintenance services the Licensor provides as stipulated in Article 6. 

1.7  “Malfunction” means any duplicable incident, error or operating defect directly caused by Chatterbox, and which prevents the normal use of all or part of the software. 

1.8  “Options” means the additional features or functional modules of Chatterbox to which the Licensee can subscribe in addition to the standard features of Chatterbox. 

1.9  “Patch” means any patch or bug fix the Licensor delivers. 

1.10  “Renewal Date” means any anniversary date of the Contract Start Date, on which licence and maintenance services renew. 

1.11  “Setup” means the integration of the Licensee’s visual identity or other adaptations to Chatterbox agreed in the Order Form. 

1.12  “Signing Date” means the date when the Licensee signs the proposal of specific conditions attached in the Order Form unless otherwise specified in the Specific Conditions. 

1.13  “Source Code” means the textual, human readable form of Chatterbox, including, amongst others, written comments and programmer documentation, which are intended for direct execution through interpretation. 

1.14  “Specific Conditions” means the proposal of specific conditions attached to the Order Form signed by the Licensee. 

1.15  “Supported Program” means the initial version of Chatterbox the Licensor delivered to the Licensee, and which is updated with Patches and new versions the Licensor provides in consideration of the Maintenance and updates as stipulated in Article 6. 

1.16  “User” means any member of the Licensee’s staff who has an authorised access to Chatterbox. 

2 LICENCE RIGHTS 

2.1 Grant of Rights 

The Licensor grants the Licensee a non-exclusive and non-transferable license of Chatterbox, starting on the Licence Start Date, which is exclusively set up according to the Licensee’s needs. It is granted for an initial period stipulated in the Specific Conditions, for the Licensee’s internal use, with a determined number of Users. 

2.2 Other license conditions 

The Licensee shall not: 

• distribute, license, loan, or sell Chatterbox or other content that is contained or displayed in it;

• modify, alter, or create any derivative works from Chatterbox, 

• reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from Chatterbox, 

• remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in Chatterbox.

2.3 Intellectual property 

The Licensor retains all intellectual property rights and titles on Chatterbox as well as on their methods and know-how. The Licensee agrees to take all necessary measures towards its staff or any external person having access to Chatterbox to ensure the compliance with the Licensor’s property rights on Chatterbox. 

3 DELIVERY OF THE SOFTWARE 

3.1 Installation 

Chatterbox is delivered to the Licensee as a web application. Unless otherwise stated in the Specific Conditions, the Licensee is in charge and responsible for Chatterbox rollout. 

3.2 IT environment 

Chatterbox works with Windows, macos, Linux, iOS, and Android on supported browsers. Please refer to Article 6 for provisions regarding the evolution of your IT environment. 

3.3 Chatterbox activation 

Chatterbox is activated when a new user’s email address is sent to hello@chatterbox.io. The user receives a welcome email enabling their access to the platform within 3 working days of written receipt. It operates through unique log-in credentials that the Licensor provides to each User, identified by her e-mail address.

4 CHATTERBOX DIFFUSION TO THIRD PARTIES 

Licensee may not copy, reproduce, use nor allow access to Chatterbox to any third party external to the Licensee without the Licensor’s prior consent. 

5 SETUP 

5.1 Setup conduct 

The Setup services scope and their cost are stated in the Specific Conditions. The Setup process is the following: 

• The Licensee provides the Licensor with all the elements and details for the Setup;

• The Licensor sends the Licensee a reference document summarizing the Setup proposal for validation by the Licensee;

• The Licensor realizes the Setup based on the reference document and supplies the email addresses listed by the Licensee with login details to access Chatterbox.

5.2 Request for Setup adjustments 

If the Licensee requests Setup adjustments: 

• Either the requests correspond to the integration of elements the Licensor forgot; then, the Licensor proceeds to a new Setup taking into account those elements without any additional charges;

• Or it is an additional request ; then, the Licensor charges the modifications at the List Price. 

6 MAINTENANCE AND UPDATES 

In consideration of the Licensee’s payment of the Licence Fee, the Licensor will provide Maintenance services to the Licensee. 

6.1 Maintenance 

6.1.1 Definition 

Maintenance consists of verification, analysis and correction, or else of provision of workaround solutions for Malfunctions affecting the Supported Program, including the provision of Patches. 

Maintenance services will be provided for the Supported Program. 

Maintenance is provided on a reasonable best effort basis, and the Licensor does not warrant that all Malfunctions will be corrected. 

6.1.2 Exclusions 

Maintenance does not include errors or Malfunctions caused by: 

(a) the modification or alteration of Chatterbox Source Code; 

(b) the use incompatible hardware or software;

Any service the Licensor provides the Licensee with, in order to manage Malfunctions caused by above-mentioned events, will be charged at the Licensor’s List Price. 

6.1.3 Practical details 

Licensee must submit on a support website (https://chatterbox.zendesk.com/) available through the Chatterbox interface or email hello@chatterbox.io, sufficient material and information to enable the Licensor to duplicate the Malfunction. The Licensor will keep the Licensee informed of the progress in the Malfunction management. 

7 FEES 

7.1 Licence Fee 

In consideration of the rights the Licensor grants hereunder, and of the Maintenance services the Licensor provides, the Licensee shall pay the Licensor an irrevocable and non-refundable License Fee. 

The Licence Fee calculation is detailed on the Order Form or in the Specific Conditions. It depends on the number of Users and the Options chosen by the Licensee. 

7.2 Licence Start Date 

Unless otherwise stated in the Specific Conditions, the Licence Start Date is one (1) month after the Signing Date. 

7.3 Number of Users and Options 

If the Licensee wishes to be granted additional license rights and/or Options, then upon request from the Licensee the Licensor shall increase the number of Users and/or Options in consideration of the Licensee paying an additional License Fee, calculated based on the number of additional Users and/or Options.

If the Licensee wishes to reduce its license rights and/or Options, then it has to send a request to the Licensor in writing. This decrease is effective from the next Renewal Date onwards, provided the written request has been made at least three (3) months before the Renewal Date. If these conditions are respected, then the License Fee is reduced based on the number of Users and/or Options that have been withdrawn. 

On each Renewal Date, the License Fee amount is recalculated based on the number of Users and Options subscribed by the Licensee and the CPI indexation detailed below. 

7.4 CPI indexation
The unit prices of license rights and Options are revised on each anniversary of the contract start date, using the following formula:

P = Maximum of [ P0 x (S / S0) ] and [ P0 ]
Where:
P means the unit price for the new calendar year;
P0 means the unit price for the previous calendar year;
S means the CPI index three month prior to the upcoming renewal date;
S0 means the CPI index three month prior to the previous renewal date. CPI indexes are available here: https://www.ons.gov.uk/

7.5 Setup fees 

In consideration of the Setup services the Licensor provides hereunder, the Licensee shall pay the Licensor irrevocable and non- refundable fees detailed in the Specific Conditions. 

7.6 Invoicing 

7.6.1 Setup fees 

Unless otherwise stated in the Specific Conditions, Setup fees are entirely invoiced at the Signing Date. 

7.6.2 License Fee 

The first Licence Fee is entirely invoiced at the Signing Date. 

Then, from the second Licence Fee onwards, the Licence Fee is invoiced one month before each Renewal Date 

Licence Fees are due and payable in advance. 

If the Licensee increases the number of Users and/or Options on a different date than the Renewal Date, then the additional Licence Fee will be invoiced at the time of the order, or at the end of each calendar quarter at the latest. 

7.6.3 Payment terms 

The invoices are due and payable thirty (30) days from the invoice date by the Licensee, net and without discount. They are subject to the value added tax (VAT) if applicable. 

8 LIABILITY 

8.1 Liability 

The Licensor is expressly subjected to provide reasonable best efforts. In no event shall the total liability of the Licensor exceed, in the aggregate, the sum of Chatterbox license fees or services fees in respect of which the claim arose. 

8.2 Consequential Damages 

In no event shall the Licensor be liable for any indirect damages, as well as for the following damages: business interruption, loss of profits, loss of income, loss of data, loss of goodwill or costs of procurement of substitute goods or services, whatever the theory of liability and form of action under which aforesaid damages are sought, and whether or not the Licensor has been advised of the possibility of such damage. 

8.3 Licensee’s responsibilities 

The Licensee assumes all risks associated with the use of Chatterbox.
The Licensee agrees to train her staff to the proper use and operation of the Software. 

9 TERM AND TERMINATION 

9.1 Term, renewal and termination 

Unless the Licensee terminates this Agreement by virtue of this article, this Agreement will automatically be renewed by successive periods on the Renewal Date, for a term equal to the Agreement initial term which is stipulated in the Specific Conditions. Unless otherwise stated in the Specific Conditions, the length of the Term will be set to one (1) year. 

The Licensee may terminate the Agreement, subject to notifying the Licensor of such termination at least three (3) months before the Renewal Date. 

9.2 Termination in case of Licence Fee payment failure 

This Agreement shall terminate if the Licensee fails to make any payment due within thirty (30) days after receiving written formal notice from the Licensor that such payment is outstanding. The Licensor may terminate the Agreement without any judicial proceeding on written notice to Licensee at any time following the end of such thirty (30) day period. 

Moreover, the Licensor reserves the right to suspend the Maintenance should the Licensee not pay any fees stipulated in Article 7. 

9.3 Effects of termination 

The Licensee shall immediately pay to the Licensor all amounts due and outstanding as of the date of such termination or expiration. 

10 CONFIDENTIALITY 

The expression “Confidential Information” refers to all information in connection with this Agreement, identified as confidential, and disclosed by one of the parties (hereinafter referred to as the “Disclosing Party”) to the other (hereinafter referred to as the “Receiving Party”), whether it is conveyed orally, in writing. 

Notwithstanding what precedes, is considered as the Licensor’s Confidential Information: 

(a) all information –whatever its form– disclosed by the Licensor, that relates to Chatterbox and is unavailable to the public, including, amongst others, the Source Code and the List Price; 

(b) any performance test related to Chatterbox; 

(c) all technical, commercial and trade-secret related information, including financial data, business or marketing strategies and plans, as well as product development programs. 

The Receiving Party shall treat as confidential all Confidential Information that the Disclosing Party supplied. 

The Receiving Party will neither use this Confidential Information under circumstances different from those expressly authorised by this Agreement, nor disclose such Confidential Information to a third party without the Disclosing Party’s prior written consent. 

The Receiving Party shall use the same measures to protect the Confidential Information that it takes with its own most confidential information, but in no event less than reasonable measures, to prevent the disclosure and unauthorised use of Confidential Information. 

Notwithstanding the provisions in the previous paragraph, restrictions stipulated in this article do not apply to information that: 

(a) was independently developed by the Receiving Party without using Confidential Information from the Disclosing Party; 

(b) is brought to the Receiving Party’s attention, unrestrictedly and without violating this Agreement, by a third party entitled to disclose aforesaid information; 

(c) belonged to the public domain at the time it was disclosed, or entered into the public domain through no act or omission from the Receiving Party; 

(d) is legitimately and unrestrictedly known from the Receiving Party at the moment of its disclosure. 

Confidential Information may be disclosed pursuant to the orders of a court, public organisation or any other governmental authority. If so, the Receiving Party shall immediately notify the Disclosing Party of such disclosure, and endeavour to limit its impact, or prevent the public disclosure of this information. Neither delay nor failure by the Disclosing Party in exercising any right provided by this Agreement will be construed to be a waiver of that right, nor of the right to assert a claim about any future breach of this Agreement. 

These obligations shall last for five (5) years after the termination of this Agreement. 

11 DATA PROTECTION ACT 

The Licensee has access to the personal data of the Users of the Supported Program for activation purpose. This access is limited to the Supported Program features usage statistics. 

The Licensee has also access to personal data of the Users of the Supported Program for computer exploitation and provisioning purposes. 

Each party shall be liable to the other party for processing operations relating to the activation of the software and the collection of statistical data related to the use of the Supported Program. 

11.1 Obligations of the Licensor 

The Licensor warrants and undertakes that: 

• Personal data are collected, processed and transferred in accordance with applicable law, including the General Data Protection Regulation of 27 April 2016 from its effective date 

• Relevant information has regularly been addressed to the users of the Supported Program 

• The Licensor requires the consent of the users when necessary 

• The Licensor has implemented technical and organizational measures so that any third party it authorises to have access to the personal data, including subcontractors, will respect and maintain the confidentiality and security of the personal data 

• The Licensor communicates to the Licensee relevant legislation that regulates data protection in the country in which it is established – or the references of this legislation, where relevant, and not including legal advice, upon her written request 

• The Licensor make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries defined as “Users” in the “DEFINITIONS” article – unless the clauses contain confidential information, in which case the Licensor may remove such information. When information is removed, the Licensor shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the Licensor shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The Licensor shall also provide a copy of the clauses to the authority where required. 

11.2 Obligations of the Licensee 

The Licensee warrants and undertakes that: 

• Personal data are collected, processed and transferred in accordance with applicable law, including the General Data Protection Regulation of 27 April 2016 from its effective date 

• The Licensee has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the Licensor (which will pass such notification on to the authority where required) if it becomes aware of any such laws 

• Relevant information related to the Licensee data processing has regularly been addressed to the users of the Supported Program 

• The Licensee has implemented technical and organizational measures so that any third party it authorises to have access to the personal data, including subcontractors, will respect and maintain the confidentiality and security of the personal data 

• The Licensee has identified to the Licensor a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the Licensor, the users of the Supported Program and the authority concerning all such enquiries within a reasonable time 

• At the request of the Licensor, the Licensee will provide the Licensor with evidence of financial resources sufficient to fulfil its responsibilities related to data protection (which may include insurance coverage) 

• Upon reasonable request of the Licensor, the Licensee will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the Licensor (or any independent or impartial inspection agents or auditors, selected by the Licensor and not reasonably objected to by the Licensee) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion 

• The Licensee is limited to the description of the data processing set out in the Annex “Description of the data processing subject to joint liability” 

• The Licensee will not transfer the personal data outside of the European Union unless it notifies the Licensor about the transfer and takes all the appropriate measures to guarantee the lawfulness. 

11.3 Liability of the parties on the regulation applicable to protection of personal data 

Each party shall perform its obligations under these clauses at its own cost. 

The parties will inform each other about the exercise of a right to rectify, delete, restrict or object any data processing, notify each recipient of the data and proceed to any rectification, deletion, restriction or objection on its own data processing. 

The parties agree to respond to enquiries from data subjects and the authority (“ICO”) concerning processing of the personal data by the Licensee, in which case the Licensor will still respond to the extent reasonably possible and with the information reasonably available to it if the Licensee is unwilling or unable to respond. Responses will be made within a reasonable time. 

The parties will indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of this article that would induce the filing of a complaint by a data subject to the authority (in the UK, “ICO”). 

Indemnification hereunder is contingent upon: 

• the party to be indemnified (the “indemnified party”) promptly notifying the other party (the “indemnifying party”) of a claim/dispute 

• the indemnifying party having sole control of the defence and settlement of any such claim

• the indemnified party providing reasonable cooperation and assistance to the indemnifying party in defence of such claim. 

12 

12.1 OTHER STIPULATIONS 

Assignment 

Neither this Agreement nor any rights or obligations stipulated hereunder may be assigned or delegated (pursuant to applicable law or otherwise) by the Licensee without the Licensor’s prior written consent.

The Licensee expressly accepts that the Licensor may assign, transfer or delegate all or part of the Agreement to any of its Affiliates, or else during a merger, spin-off, reorganisation or sale of an important part of the Licensor’s (or its successor’s) assets or stock to another entity. 

12.2 Waiver and Modification 

No amendment, modification or waiver to any provision of the Agreement shall be effective unless it is written down and signed by authorised representatives of the Licensor and the Licensee. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall be construed to be a waiver of such right. 

12.3 Governing Law and Jurisdiction 

This Agreement shall be governed by and construed in accordance with the UK laws, without reference to any choice of law provisions. Any dispute which may arise between the Licensee and the Licensor concerning the formation, construction, validity, performance and/or termination of this Agreement will be submitted to London Courts of competent jurisdiction, even if there should be multiple respondents or a contribution claim. This jurisdiction applies also to summary and conservatory proceedings. Notwithstanding the foregoing, the Licensor will be entitled to bring actions relating to the protection of its intellectual property rights in Chatterbox in the courts of any country where any infringement of these rights occurs or is alleged to occur.

12.4 Notices 

All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered either by overnight delivery service or by registered mail with return receipt requested, to the address of such specified party. 

12.5 Independent Contractors 

The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other party for any purpose; neither shall have any right or power to make a commitment on behalf of the other party. 

12.6 Severability 

If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified and interpreted so as to best accomplish the objectives of the original provision; the remaining provisions shall remain in full force and effect. 

12.7 Complete Understanding 

The Agreement, the Specific Conditions and the signed Order Form constitute the final, complete and exclusive agreement between the parties regarding the matter of the Agreement, and supersedes any prior or contemporaneous Order Form, presentation, convention and representation, related to this Agreement, given whether orally or in writing. The titles herein are used for information purposes only and are not part of the Agreement. 

12.8 Force Majeure 

Except for Licensee's obligations to pay the Licensor hereunder, neither party shall be liable to the other party for any failure or delay –in executing an obligation– caused by reasons beyond control, such as fire, flood, earthquake, war, civil uprising, strikes or other social demonstrations. The Party affected by a force majeure event shall notify the other Party within a maximum thirty (30) days as from the date on which aforesaid event occurred. 

12.9 Subcontracting 

The Licensor reserves the right to delegate or subcontract, in whole or in part, delivery, installation and training hereunder to any company appointed by the Licensor. 

12.10 Advertising 

The Licensee may only disclose that it acquired license rights from the Licensor to use Chatterbox. 

The Licensor may include the Licensee’s name and the Licensee’s logo in its customer lists, proposals to prospective or actual customers, internal management documents, annual shareholder reports of the Licensor, or any document as required by laws or in force regulations. For any usage further quoting, the Licensor shall also obtain prior approval of the Licensee about the use he intends to make of the name and logo of the Licensee. 

Annex A: Description of the data processing subject to joint liability 

Purposes

• Protection of the licenses purchased by the Licensee. These data are used to ensure that the licenses are indeed used by current employees of the Licensee;

• Optimisation and management of the licenses to adapt further features to the foreseeable evolution of observed and anticipated use;

  • Detection of unused features to improve Chatterbox’s functioning;

  • With user explicit consent: research and surveys for product development;

• The performance of the Chatterbox Services pursuant to the Agreement, including the process service quality control, user support and user notifications;

• To provide training to Chatterbox’s employees and contractors (namely the language coaches);

• To use as a source of information for materials used to explain Chatterbox’s  services.

Such data may not under any circumstances be used for surveillance or communicated to human resources to take decisions against users of the Supported Program. 

Categories of data

• Behavioral data collected on Mixpanel, Google Analytics and Hotjar;

• Profile data: Email, first name, last name, professional and personal interests, calendar availability, language level.

SPECIAL CATEGORIES OF PERSONAL DATA

• Geo-location

• Transaction data

• Purchase history

Data subjects

• Customer’s employees (Language learners)

• Customer’s administrators

• Chatterbox Employees

• Chatterbox administrators

Processing operations

• Collection

• Storage

• Modelling, including predictive analytics

• Change of personal data by administrators

Sub-processor(s)

Mixpanel: Usage and behavior analytics (=(including predictive analytics)

Google Analytics: Usage and behavior Analytics

Hotjar: Behavior analytics, anonymised screen recordings

Sentry: System error detection

Twilio Video, Twilio Chat:

• Connect users to the Chatterbox online classroom for Conversation Practice (Chatterbox services);

• Measure presence and usage;

• Exchange of images, documents and messages between users.

AWS Simple Email Service: User transactional emails.

AWS Simple notification Service: User SMS appointment confirmations and reminders.

AWS Cloud Computing: Web Application hosting and processing.

Zendesk: User Support: submit support requests and receive responses.

Stripe: Process individual user payment (service top-up).

Mailchimp: Send Chatterbox announcement emails.

Cerego: Learning Management System for users to complete the course content, e.g. language exercises.

Location of processing operations

Mixpanel: The personal data will be hosted on servers located in a data center at US central zone in Council Bluffs and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Google Analytics: The personal data will be hosted on servers located in a data center in Eemshaven and Groningen (Netherlands) and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Hotjar: The personal data will be hosted on servers located in a data center in Ireland and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Sentry: The personal data will be hosted on servers located in a data center in the EU and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Twilio Video, Chat: The personal data will be hosted on servers located in a data center in Ireland and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

AWS Simple Email Service: The personal data will be hosted on servers located in a data center in Ireland and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

AWS Simple notification Service: The personal data will be hosted on servers located in a data center in Ireland and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

AWS Cloud Computing: The personal data will be hosted on servers located in a data center in Ireland and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Zendesk: The personal data will be hosted on servers located in a data center in the EU and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Stripe: The personal data will be hosted on servers located in a data center in Ireland and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Mailchimp: The personal data will be hosted on servers located in a data center in the EU and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.

Cerego: The personal data will be hosted on servers located in a data center in the EU and will be accessed by the Data Processor’s employees located in Lisbon, Portugal and London, UK.