Terms of Service
Definitions
Client: the person or firm who purchases the Services from ReactWise.
Effective Date: the date on which ReactWise sends the Client a confirmation email notifying the Client that the Initial Subscription Term has commenced.
Initial Subscription Term: the initial term as specified on the Order.
Order: the Client’s order for the Services, as set out in the Client’s purchase order form, the Client’s written acceptance of ReactWise’s quotation, or overleaf, as the case may be.
ReactWise: REACTWISE INC. (No. 4121399) whose registered office is at 1111B S Governors Ave STE 21158 Dover, DE 19904 and its subsidiary REACTWISE TECHNOLOGIES LTD (No. 15824266) whose registered office is at 7 Bell Yard, London, England, WC2A 2JR.
Renewal Period: after the Initial Subscription Term, the successive one year term/s renewed in accordance with clause 6.1.
Services: the ReactWise chemical process optimization software.
Service Capacity: means designing 1,000 experiments on the Software per User Subscription per day.
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Subscription Term: has the meaning given in clause 6.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
1. USER SUBSCRIPTIONS
1.1 Subject to the Terms of Service of this Agreement, ReactWise hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services (Authorised Users) during the Subscription Term, as indicated on the Order, solely for the Client's internal business operations.
1.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of the user subscriptions purchased by the Client from time to time pursuant to clause 5 which entitle Authorised Users to access and use the Services in accordance with this Agreement;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, and informed ReactWise in writing about the reassignment, in which case the prior Authorised User shall no longer have any right to access or use the Services;
(c) each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list electronically to ReactWise within 5 Business Days of ReactWise's written request at any time or times;
(e) it shall permit ReactWise or ReactWise's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Client's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at ReactWise's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(f) if any of the audits referred to in clause 1.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to ReactWise's other rights, the Client shall promptly disable such passwords and ReactWise shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 1.2(e) reveal that the Client has underpaid Subscription Fees to ReactWise, then without prejudice to ReactWise's other rights, the Client shall pay to ReactWise an amount equal to such underpayment as calculated in accordance with the current prices set out by ReactWise within 10 Business Days of the date of the relevant audit.
1.3 Subject to clause 1.2, the Client may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order and ReactWise shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this Agreement.
1.4 If the Client wishes to purchase additional User Subscriptions, the Client shall notify ReactWise in writing. ReactWise shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request. Where ReactWise approves the request, ReactWise shall activate the additional User Subscriptions within a reasonable period of its approval of the Client's request.
1.5 If ReactWise approves the Client's request to purchase additional User Subscriptions, the Client shall, within 30 days of the date of ReactWise's invoice, pay to ReactWise the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by ReactWise for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). At least 30 days before the subscription is due for renewal, ReactWise will communicate to the client in writing the total fees for the Renewal Period, given the number of user licences the Client has currently subscribed for.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 ReactWise shall, during the Subscription Term, provide the Services to the Client on and subject to the terms of this Agreement. ReactWise will, as part of the Services and in consideration for the Support Fees, provide the Client the standard customer support services agreed with the Client in writing. ReactWise standard and enhanced support fees are waived for the Subscription Term.
2.2 The Client shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by ReactWise or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.3 The Client represents, covenants, and warrants that the Client will use the Services only in compliance with the terms of this Agreement and all applicable laws and regulations. Although ReactWise has no obligation to monitor the Client’s use of the Services, ReactWise may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 The Client shall be responsible for obtaining and maintaining any equipment and ancillary services necessary to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Client shall also be responsible for maintaining the security of the Equipment, the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Client account or the Equipment with or without the Client’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ReactWise includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of the Client includes non-public data provided by the Client or the Authorised Users to ReactWise to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
3.2 The provisions of this clause 3 shall not apply to any Proprietary Information which (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.3 On termination or expiry of this Agreement, each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Proprietary Information.
3.4 Notwithstanding anything to the contrary, ReactWise shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Client Data and data derived therefrom), and ReactWise will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other ReactWise offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.
4. DATA PROTECTION AND PRIVACY
4.1 The parties shall comply with the data processing addendum at Addendum 1.
5. PAYMENT OF FEES
5.1 The Client will pay ReactWise the Fees (number of User Subscriptions multiplied by the price per User Subscription) as indicated in the Order in accordance with the terms of this Agreement.
5.2 If the Client’s use of the Services exceeds the Service Capacity three (3) times in one month, the Client shall be obliged to purchase additional User Subscriptions, as notified by ReactWise, which shall become payable in accordance to clause 5.3. If the Client believes that ReactWise has billed the Client incorrectly, the Client must contact ReactWise no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to ReactWise’s client support department. Following receipt of such notice, the parties shall discuss in good faith to promptly agree the amount payable under the invoice which shall become payable pursuant to clause 5.3.
5.3 ReactWise may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by ReactWise thirty (30) days after the date of the invoice.
5.4 If ReactWise has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of ReactWise:
(a) ReactWise may, on no less than five (5) Business Days' notice to the Client and without liability to the Client, disable the Client's password, account and access to all or part of the Services and ReactWise shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to seven percent (7%) over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5.5 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in US Dollars;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to ReactWise's invoice(s) at the appropriate rate.
5.6 ReactWise shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 1.3 and the Support Fees at the start of each Renewal Period upon ninety (90) days' prior notice to the Client.
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6. TERM AND TERMINATION
6.1 Subject to earlier termination as provided below, this Agreement shall commence on the Effective Date and continue for the Initial Subscription Term as specified on the Order, and shall be automatically renewed for successive additional Renewal Periods of one year for the same number of users as specified in the invoice unless:
(a) the Client terminates this Agreement by giving at least 30 days’ written notice to ReactWise, such written notice to terminate at the end of the third calendar month of the Initial Subscription Term;
(b) either party notifies the other party of termination, in writing, at least thirty (30) days prior to the end of any Renewal Period, in which case this Agreement shall terminate upon the expiry of the Renewal Period; or
(c) otherwise terminated in accordance with the provisions of this Agreement,
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
6.2 Without affecting any other remedies it may have, either party may also terminate this Agreement if:
(a) the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
6.3 On termination of this Agreement for any reason:
(a) the Client shall immediately pay to ReactWise all of ReactWise's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, ReactWise may submit an invoice, which shall be payable immediately on receipt;
(b) all licences granted to the Client under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and the Software;
(c) where the Client has already paid the Fees in full for the Initial Subscription Term and exercised its right of termination under clause 6.1(a), ReactWise shall reimburse the Client for the Fees relating to the remaining 9 months of the Initial Subscription Term;
(d) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
(e) ReactWise may destroy or otherwise dispose of any of the Client Data in its possession unless ReactWise receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. ReactWise shall use reasonable commercial endeavours to deliver the back-up to the Client within thirty (30) days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by ReactWise in returning or disposing of Client Data; and
(f) 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 shall not be affected or prejudiced.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Client acknowledges and agrees that ReactWise and/or its licensors own all intellectual property rights in the Services and the Software. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Software.
7.2 ReactWise may use the Client's name and logo on ReactWise's website, in customer presentations, and in communications with potential investors, provided such use is strictly for illustrative purposes as examples of ReactWise’s past or current projects.
7.3 Any data, information, or materials provided by the Client to ReactWise in connection with the Services ("Client Data") shall remain the exclusive property of the Client.
7.4 The Client grants ReactWise a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Data for the term of this Agreement for the purpose of providing the Services to the Client.
7.5 ReactWise shall not use the Client Data for training, fine-tuning or validation of AI systems or models except as required to provide the Services to the Client and to comply with its obligations under this Agreement.
8. WARRANTY AND DISCLAIMER
ReactWise shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ReactWise or by third-party providers, or because of other causes beyond ReactWise’s reasonable control, but ReactWise shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, REACTWISE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND REACTWISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
9.1 Except as expressly and specifically provided in this Agreement:
(a) the Client assumes sole responsibility for results, instructions and actions obtained from the use of the Services or the Software by the Client, and for conclusions drawn from such use. ReactWise shall have no liability for any damage caused by errors or omissions in any Client Data, information, instructions or scripts provided to ReactWise by the Client in connection with the Services, or any actions taken by ReactWise at the Client's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Software are provided to the Client on an "as is" basis. ReactWise does not warrant that the use of the Software or the Services will meet the Client’s requirements. The Client shall be solely responsible for ensuring the Software and Service meet its requirements and that any output from the Software or the Services will be accurate and safe for use.
9.2 Nothing in this Agreement excludes the liability of ReactWise:
(a) for death or personal injury caused by ReactWise's negligence; or
(b) for fraud or fraudulent misrepresentation.
9.3 Subject to clause 9.1 and clause 9.2, ReactWise shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses.
9.4 ReactWise's total aggregate liability to the Client (including in respect of the DPA in Addendum 1), in respect of all breaches of duty occurring within any contract year shall not exceed twice the amount of the Fees paid by the Client to ReactWise within the twelve (12) months preceding the occurrence of the breaches.
9.4 References to liability in this clause 9 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.5 Nothing in this Agreement excludes the liability of the Client for any breach, infringement or misappropriation of ReactWise’s Intellectual Property Rights.
9.6 The Client shall defend, indemnify and hold harmless ReactWise against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or the Software.
10. MISCELLANEOUS
10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.2 This Agreement is not assignable, transferable or sublicensable by the Client except with ReactWise’s prior written consent. ReactWise may transfer and assign any of its rights and obligations under this Agreement without consent.
10.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
10.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Client does not have any authority of any kind to bind ReactWise in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, each party shall be responsible for their own costs and attorneys’ fees.
10.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
10.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.​
ADDENDUM 1 – DATA PROCESSING ADDENDUM
1. General
This Data Processing Addendum (DPA) supplements the terms of the Agreement that this DPA is attached to (Terms) and applies to ReactWise’s provision of the Service to the Client under the Terms.
1. Definitions
1.1 Capitalised terms in this DPA have the meaning given in the Terms, and as set out below:
Data Protection Laws: means:
a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which ReactWise is subject, which relates to the protection of personal data.
EU GDPR means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
Transferred Data means any Personal Data Processed by ReactWise or its Sub-Processors on behalf of the Client in connection with the Agreement as further set out in the Annex.
Restricted Transfer means a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
UK GDPR has the meaning given to it in the Data Protection Act 2018.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Sub-Processor” shall have the same meaning as in the UK GDPR.
2. Roles of the Parties
2.1 The parties have determined that, for the purposes of Data Protection Laws:
a) ReactWise shall act as controller in respect of the personal data and processing activities set out in paragraph 1 of Part 1 of the Annex;
b) ReactWise shall process the personal data set out in Part 2 of the Annex, as a processor on behalf of the Client in respect of the processing activities set out in paragraph 1 of Part 1 of the Annex;
3. Processing of Personal Data
3.1 Each party agrees to comply with Data Protection Laws in the processing of Transferred Data. This DPA is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
3.2 The Client instructs ReactWise to process the Transferred Data in accordance with the Terms.
3.3 ReactWise agrees not to process the Transferred Data other than on the Client’s documented instructions.
4. Provider’s Personnel
ReactWise agrees to take reasonable steps to ensure that, with regards to its Personnel (including Sub-Processors) who may have access to Transferred Data:
a) access is limited to those individuals who need to know / access the relevant Transferred Data, as strictly necessary for the purposes of the Agreement; and
b) the relevant individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
5. Security
5.1 ReactWise agrees to implement appropriate technical and organisational measures in relation to the Transferred Data to ensure a level of security appropriate to that risk in accordance with Data Protection Laws.
6. Sub-Processing
6.1 The Client hereby provides its prior, general authorisation for ReactWise to appoint Sub-Processors to process the Transferred Data.
6.2 Where ReactWise engages a Sub-Processor to process the Transferred Data, ReactWise agrees to enter into a written agreement with the Sub-Processor containing data protection obligations no less protective than those in this DPA with respect to the Transferred Data (including in relation to Restricted Transfers), and to remain responsible to the Client for the performance of such Sub-Processor’s data protection obligations under such terms.
7. Data Subject Rights
7.1 Taking into account the nature of the Processing, ReactWise agrees to assist the Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligations, as reasonably understood by the Client, to respond to requests to exercise Data Subject rights under Data Protection Laws.
7.2 ReactWise agrees to:
a) promptly notify the Client if it receives a request from a Data Subject under Data Protection Laws in respect of the Transferred Data; and
b) ensure that ReactWise does not respond to that request except on the Client’s documented instructions or as required by Data Protection Laws to which it is subject, in which case it must, to the extent permitted by Data Protection Laws, inform the Client of that legal requirement before it (or its Personnel) respond to the request.
8. Personal Data Breach
8.1 ReactWise agrees to notify the Client without undue delay upon becoming aware of a Personal Data Breach affecting the Transferred Data, and provide the Client with sufficient information to allow the Client to meet its obligations to report or inform Data Subjects of the Personal Data Breach under Data Protection Laws.
8.2 ReactWise agrees to co-operate with the Client and take reasonable commercial steps as directed by the Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. Assistance
9.1 ReactWise shall assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to ReactWise), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
10. Deletion or return of Personal Data
10.1 Subject to any document retention requirements at law, at the written direction of the Client, ReactWise shall delete or return the Transferred Data and copies thereof to the Client on termination of the Agreement. For the purposes of this clause Transferred Data shall be considered deleted where it is put beyond further use by ReactWise.
11. Audit Rights
11.1 ReactWise shall maintain records to demonstrate its compliance with this DPA and allow for reasonable audits by the Client or the Client’s designated auditor, for this purpose, on reasonable written notice.
12. International Transfers
12.1 The Client hereby provides its prior, general authorisation for ReactWise to make a Restricted Transfer, provided that ReactWise shall ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of ReactWise, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
Annex
Part 1 - Role of the Parties
1. Where ReactWise acts as a controller
ReactWise will act as a controller under this Agreement when:
a) monitoring and enforcing Services and Software usage restrictions;
b) engaging in general contract administration; and
c) advertising and marketing the Services and Software.
2. Where ReactWise acts as a processor
ReactWise will act as a processor for the Client under this Agreement where:
a) it collects personal data to offer the Services and Software to the Client on the terms of this Agreement;
b) it hosts personal data for the Client; and
c) it accesses personal data to provide support and maintenance services to the Client.
Part 2 – Particulars of processing
1. Subject matter
a) ReactWise processes personal data as a data processor when it is required to process the Transferred Data on the Client’s behalf to fulfil the Client’s instructions and provide the Services to the Client.
b) The subject matter and nature of ReactWise’s processing of the Transferred Data are information on Authorised Users and the Client to enable ReactWise to offer the Services to the Client.
2. Purpose of processing
a) The purpose of the processing is to enable ReactWise to offer the Services to the Client.
3. Duration of the processing
a) The duration of the processing is the Term.
4. Types of Personal Data
a) The Transferred Data comprise the following types of personal data:
i) Name
ii) Email address
5. Categories of Data Subject
a) The Transferred Data concerns Authorised Users who will have access to the Services and the Software.