Marketing Services Terms & Conditions

Globhe Marketing Services Terms & Conditions

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The Agreement (comprising the Proposal, the Purchase Order and these General Terms and Conditions) contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements relating to Globhe’s Marketing Services, representations or understandings between the parties unless expressly incorporated by reference in this Agreement or Purchase Order. The Purchase order of precedence in which the components of the Agreement shall apply is (unless otherwise stated in the Agreement and highest importance first): (1) the Purchase Order (and, in the event that more than one Purchase Order exists, the most recent Purchase Order first), (2) these General Terms and Conditions (including the Schedule) and (3) the Proposal.

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1. Definitions and interpretation

Words shall have the meanings given to them in this Agreement, including without limitation as set out below:

Business Day: means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of Stockholm;
Commencement Date: means the date of commencement of the Services as agreed in writing between the Parties from time to time;
Confidential Information: means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and Clients, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any person, firm, or organization associated with that party;
Client Material: means any Material provided or made available by Client;
Fees: means, together, any Monthly Fees and any One-time Fees payable under this Agreement;
Force Majeure: means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
General Terms and Conditions: means these general terms and conditions forming part of the Agreement;
Good Industry Practice: means the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;
Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

whether registered or not;
including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications;
whether vested, contingent or future; and
wherever existing;

Initial Term: means a period of calendar months ordered through the Purchase Order commencing on the Commencement Date;
Marketing Services: means any services to be provided by Globhe under this Agreement as detailed in the Purchase Order<
Material: means all text, graphics, logo, photographs, images, moving images (including video), sound, illustrations, software, data, calculations, algorithms, methods, information and other material and related documentation featured, displayed or used in or in relation to the Marketing Services;
Monthly Fees: means any monthly fees payable under this Agreement for any recurring or ongoing Marketing Services, as set out in the Purchase Order(s);
One-off Fees: means any one-off fees payable under this Agreement for any one-off or discrete Marketing Services, as set out in the Purchase Order(s);
Purchase Order: means the Purchase Order filled in by the Client and sent to Globhe, forming part of the Agreement and any subsequent purchase order entered into pursuant to this Agreement being together the Purchase Order(s);
Proposal: means the proposal prepared by Globhe detailing the Marketing Services or any of them and agreed in writing between the parties, to which a Purchase Order is annexed;
Service Hours: means from 09:00 to 17:00 (CET) on Business Days;
Summary Table: means the summary of services and fees table set out in the Proposal;
Sub-Processor: has the meaning given to it below<
Globhe Material: means any Material developed by Globhe, either before or during the Term and that is used in or in relation to the Marketing Services (or any of them);
Term: means the term of this Agreement;
Third-Party Charges: means any charges made by third-party Globhes for the Third Party Services;
Third-Party Material: means any Material owned or licensed by a third party either before or during the Term;
Third-Party Service: means any goods and/or services to be provided by a third party to Client and managed by Globhe pursuant to this Agreement (which may be more particularly described in the Proposal (in particular in the Summary Table)); and
VAT: means Sweden value added tax and any other tax imposed in substitution for it.

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Interpretation

In this Agreement, unless the context otherwise requires:

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the singular includes the plural and vice versa;
references to sub-clauses and clauses are to sub-clauses and clauses of the General Terms and Conditions, and references to paragraphs are to paragraphs in the Purchase Order;
references to this Agreement include the Proposal, the Purchase Order(s) and the General Terms and Conditions;
references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
‘including’ (or similar words) means including without limitation;
clause headings do not affect their interpretation;
‘in writing’ or ‘written’ includes email; and
references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.

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2. Duration

This Agreement will commence on the date of signature of the first Purchase Order between the parties and will continue for the Initial Term of that Purchase Order (and any additional Purchase Order) and thereafter unless and until terminated in accordance with clause 19 (Termination) of the General Terms and Conditions.

For the avoidance of doubt, termination of one Service shall not terminate any other Services unless specifically provided in the relevant notice of termination. Each of the Services provided by Globhe is individually available unless stated to the contrary in the relevant Purchase Order or Proposal.

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3. Marketing Services

In consideration of the payment by the Client of the Fees, Globhe shall provide the Marketing Services during the Service Hours in accordance with the terms of this Agreement, including as set out in the Proposal and the Purchase Order(s).

Client may request and Globhe may agree to provide additional Marketing Services at any time during the Term by completing a Purchase Order which shall be signed by each of the parties. Any additional Purchase Orders entered into pursuant to this clause 2 shall form part of this Agreement.

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4. Fees and expenses

Client shall pay the following to Globhe in accordance with these General Terms and Conditions:

Fees: the combined total of all One-off Fees and all Monthly Fees for the Services contained in the Purchase Order(s) of the Proposal; and
The parties agree that any recurring charges, fees or expenses payable pursuant to this Agreement shall be reviewed annually by Globhe and may be increased by Globhe with effect from 1 January in each year following the first anniversary of this Agreement, and Globhe shall notify Client of such increase at least 30 days prior to the effective date of increase.
Any Third Party Charges shall be for the account of the Client in addition to any Fees set out in the Proposal.

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Taxes and duties

All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by Client at the rate and in the manner for the time being prescribed by law.

Invoicing and payment

Globhe shall invoice Client electronically to the email address provided by Client to Globhe in writing for all sums due under this Agreement and otherwise in accordance with this clause 6.

One-off Fees

Globhe shall invoice Client and Client shall pay any One-off Fees on the date of signature of the first Purchase Order between the parties, and Client shall pay such sums within 30 days from the date of invoice.

Monthly Fees

Globhe shall invoice Client monthly in advance in respect of any Monthly Fees and Client shall pay such sums in full:

as to the Monthly Fees in respect of the first month’s Services, on or prior to the Commencement Date in respect of such Services; and
as to the Monthly Fees for subsequent periods, within 30 days from the date of invoice.

General

Amounts payable to Globhe under this Agreement shall be paid:

by transfer to Globhe’s bank account specified in the relevant invoice<
Where sums due hereunder are not paid in full by the due date, Globhe may, without limiting its other rights, charge a penalty fee of 10% of the due amount<
Without prejudice to any of its other rights or remedies, Globhe shall be entitled to suspend performance of the Marketing Services hereunder (or any of them) if any payment by Client under this Agreement is overdue by 10 Business Days or more and Globhe has provided Client with at least 5 Business Days’ notice of suspension.

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6. Supply obligations

Globhe shall provide the Services during the Service Hours:

with reasonable skill and care; and
at the times and in the manner required in the Purchase Order or otherwise specified in this Agreement.

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In the event that Globhe is required to supply or create any Third Party Material and/or Globhe Material in connection with the Services, Globhe shall seek the prior written approval of Client (such approval not to be unreasonably withheld or delayed) of all such Third Party Material and/or Globhe Material prior to the publication or distribution of the same in connection with the Services.

Globhe shall respond as soon as reasonably practicable from time to time to Client’s reasonable requests for additional information or assistance if Services need to be modified.

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7. Client obligations

Client shall:

ensure that the Proposal and Purchase Order are complete and accurate and reflect Client’s requirements;
(if appropriate) provide accurate and complete Client Material to Globhe at the time and in the format required to enable Globhe to provide the Marketing Services; and
respond promptly from time to time to the reasonable requests of Globhe for relevant information, instructions and assistance, including reasonable access to and cooperation by Client.

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8. Third party services

If the Services include the management or arrangement of the provision of Third Party Services, Client agrees and acknowledges that:

Globhe shall not be responsible for, and provides no warranty in relation to the provision, availability or quality of the Third Party Services;
Client shall directly and without delay enter into any license or other form of agreement required by the relevant third party relating to the provision of such Third Party Services (Third Party Agreement) and shall comply with the terms and conditions of such Third Party Agreement; and
Client shall be responsible for and indemnify and keep indemnified and hold Globhe harmless against all and any Third Party Charges, together with any claims, losses damages, costs and expenses incurred by Globhe as a result of or in connection with any Third Party Agreement.

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Globhe and Client may agree from time to time in writing:

a budget for Third Party Charges spend in relation to a particular Third Party Service; and/or
the hours during which the Third Party Service will be operational.
In such circumstances set out above, Globhe shall use reasonable endeavors during Service Hours to monitor the relevant balance of such Third Party Charges and to bring any actual or potential overspend to the attention of Client in writing PROVIDED THAT:

Globhe provides no guarantee that the Third Party Charges will not exceed any such budget whether as a result of:
increased consumer browsing traffic; or
any such third party’s actions or amendments to the Third Party Service; or
otherwise; and
Client shall be ultimately responsible for reviewing and monitoring the level of Third Party Charges spend and liaising with the relevant third party in the event of any concerns relating to the level of such spend.

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9. Warranties

Globhe warrants and represents to Client that:

Globhe has the right, power and authority to enter into this Agreement and grant to Client the rights contemplated in this Agreement, and to perform the Marketing Services; and
Globhe will perform the Marketing Services during the Service Hours with reasonable care and skill and in accordance with Good Industry Practice.
Whilst Globhe will use reasonable endeavors to achieve any advertising, marketing or social media objectives of Client set out in the relevant Proposal, Globhe does not warrant that the Services or any of them will:

result in any increased awareness of Client’s products and/or services; or
result in any increased internet traffic to Client’s website(s); or
directly or indirectly increase the turnover of Client,

and Client acknowledges that Globhe shall not be liable for any failure by Globhe to meet any such objectives where such failure arises as a result of any fact or matter outside the reasonable control of Globhe (including, for the avoidance of doubt and not limited to, any event of Force Majeure, market forces and the changing nature of internet browsing, search engine and advertising technologies).

Any estimates provided by Globhe relating to projected hit rates, pay-per-click performance or any other form of measuring internet traffic and browsing, are provided in accordance with Good Industry Practice but any such estimates cannot be guaranteed and Globhe provides no warranty in relation to achievement of the same.

Globhe does not warrant the suitability, adequacy or quality of any Third Party Services provided or made available to Client as a result of or in connection with the Services.

Globhe may from time to time request that Client make certain technical changes (in the form of uploading new or optimized content or otherwise) in order to increase the online visibility of Client and/or its products, and/or to achieve any advertising, marketing or social media objectives of Client set out in the relevant Proposal. Client shall make any such changes as soon as reasonably practicable.

Client acknowledges that Globhe is not liable for any loss or damage incurred by Client to the extent that this results from any failure or delay by Client to discharge its obligations (or any of them) under this Agreement, including Client’s failure or delay in implementing any changes requested by Globhe.

Client warrants and represents to Globhe that:

it has the right, power and authority to enter into this Agreement and grant to Globhe the rights contemplated in this Agreement, and to receive the Services;
it has all rights and licenses to any Client Material and any Third Party Material provided pursuant to this Agreement and to grant all necessary licenses to Globhe to use the same in accordance with the terms of this Agreement; and
any Client Material will not:

be fraudulent, defamatory, libelous, threatening or harassing, obscene, indecent or pornographic or otherwise contrary to law;
infringe the Intellectual Property Rights of any third Party; or
contain any viruses or other harmful or intrusive programs or other code.

All other warranties and representations as to the Services, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.
Any warranties given by Globhe shall be subject to Client using the Marketing Services in compliance with this Agreement.

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10. Intellectual Property Rights

In order to enable Globhe to provide, and in consideration of Globhe providing the Marketing Services, Client grants to Globhe a non-exclusive, world-wide, non-transferable, royalty-free licence of such of Client’s Intellectual Property Rights in the Client Material as are necessary for Globhe to fulfill its obligations under this Agreement.

In the event that Globhe is required to supply or create any Third Party Material and/or Globhe Material in connection with the Marketing Services, all such Third Party Material and/or Globhe Material shall remain the property of Globhe or its licensors (as the case may be) and shall only be licensed or assigned or otherwise dealt with in accordance with the following provisions of this clause 10.

Assigned Material

In relation to Third Party Material and/or Globhe Material that the parties agree in writing will be assigned to Client, subject to and in consideration for Client’s compliance with the terms of this Agreement including payment of all Fees relating to the Material in question, Globhe shall, with fulltitle guarantee (in the case of Globhe Material) or such title guarantee as it is able to provide (in relation to Third Party Material), assign and transfer all intellectual property rights in the relevant Third Party Materials and/or Globhe Materials (as the case may be) (Assigned Material), including the right to sue for past infringements and retain any damages obtained as a result of such action, for the remainder of the term during which the rights and any renewals or extensions of them subsist.

Globhe shall, at Client’s expense, do and execute, or ensure the doing or execution of, all matters, acts, documents, deeds and things Client may reasonably require to vest the intellectual property rights in the Assigned Material or any part or parts of it in Client properly or otherwise to perfect Client’s title to them.

Retained Material

In relation to Third Party Material and/or Globhe Material that either is (a) agreed in writing between the parties will remain the property of Globhe or the relevant third party or (b) not specified in any part of the Agreement as being the subject of any assignment to Client or otherwise (Retained Material), Globhe grants to Client a non-exclusive, non-transferable, royalty-free license (or sub-license (as the case may be)) of such of Globhe’s Intellectual Property Rights in the Retained Material as is necessary for Client to fulfill its obligations under this Agreement and to enable Client to make use of the Services, which license or sub-license:

in the case of software, shall be a license of object code only unless otherwise expressly provided;
in the case of Third Party Material it shall be on such terms as Globhe may grant in accordance with the terms between Globhe and the Third Party Material owner; and
shall be to the extent and for the purpose only of Client making use of the Services.
Except as expressly agreed in this clause 10 (Intellectual Property Rights), no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.

Subject to the foregoing, Globhe shall be entitled to use in any way it deems fit any skills, techniques or know-how acquired or developed or used in connection with the provision of the Marketing Services provided always that such skills, techniques or know-how do not infringe Client’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of Client’s Confidential Information.

Intellectual Property Rights indemnity

Client shall indemnify and keep indemnified, and hold harmless, Globhe against all claims, losses damages, costs and expenses incurred by Globhe as a result of or in connection with any action, demand or claim that use or possession of any Client Material infringes the Intellectual Property Rights of any third party.

Globhe shall indemnify and keep indemnified, and hold harmless, Client against all claims, losses, damages, costs and expenses incurred by Client as a result of or in connection with any action, demand or claim that the Services, any Globhe Material or any of them (excluding any Client Material) infringes the Intellectual Property Rights of any third party.

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11. Force Majeure

A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it:

promptly notifies the other of the Force Majeure event and its expected duration, and
uses reasonable endeavors to minimize the effects of that event.
If, due to Force Majeure, a party:

is unable to perform a material obligation, or
is delayed in or prevented from performing its obligations for a continuous period of more than 90 days,

the other party may, within a further 10 days terminate this Agreement on notice, otherwise this Agreement shall continue in full force and effect.

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12. Confidential Information

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.

Each party undertakes to:

disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors (including Globhe personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and
to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.
Each party shall give notice to the other of any unauthorized misuse, disclosure, theft or loss of the other party’s Confidential Information immediately upon becoming aware of the same.
The provisions of this clause shall not apply to information which:

is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
is independently developed by the recipient, without access to or use of such information; or
is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.

The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of 2 years thereafter.

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13. Data protection

For the purposes of this clause 13:

the following shall be authorized Sub-Processors: those third party Globhes listed in the Proposal;

the nature of processing is as follows: the provision of marketing and social media services;
the types of Personal Data to be processed, the categories of Data Subject and any specific processing instructions that apply to this Agreement (if relevant) shall be agreed in writing between the parties.

Each party agrees that, in the performance of their respective obligations under this Agreement and to the extent applicable, it shall comply with the provisions of the Schedule with regard to the processing of Personal Data.
Each party will establish and maintain adequate security measures to safeguard information and data of the other party in its possession from unauthorised access and copying.

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14. Suspension and termination

Client may request that Globhe suspend a Marketing Service or Marketing Services upon giving to Globhe 30 days prior written notice (specifying the Service(s) in question). In order to recommence the relevant Service(s) Client shall give Globhe no less than 14 days prior written notice.

Either party may terminate a Service or Services for convenience upon 30 days prior written notice (specifying the Marketing Service(s) in question) to the other party, such notice to take effect on or after the expiry of the relevant Initial Term. Such termination shall not affect the continuation of any other Services provided by Globhe to Client pursuant to this Agreement.

This Agreement shall be deemed to terminate upon termination of all the Services provided hereunder.

Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this Agreement if the other:

is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
is unable to pay its debts or becomes insolvent.

Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this Agreement if that other party ceases carrying on business.

In the event of termination of any Marketing Services pursuant to this Agreement for any reason:

Client shall pay to Globhe all outstanding Fees payable and expenses incurred in relation to such Services or under the Agreement (as the case may be) up to the date of termination; and (in the case of termination of the Agreement only) each party shall within 14 days of such termination return (or, at the other party’s option, destroy) all the other party’s Confidential Information in its possession or under its control and all copies of such information.

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15. Dispute resolution

If there is a dispute between the parties in relation to any matter under this Agreement, the parties shall meet to try to resolve any such dispute and if they fail to do so with a reasonable time the matter in dispute shall be referred to a senior manager of Globhe and Client respectively, for them to try to resolve the matter in dispute. Any failure in resolving the matter, and any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the Stockholm Chamber of Commerce (SCC) Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

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16. Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties hereunder, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or its employees, agents and representatives.

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17. Entire agreement

This Agreement in conjunction with the Purchase Order(s) contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement.

Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement.

Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

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18. General

Whilst Globhe will use reasonable endeavors to meet any deadlines agreed, such dates are approximate only and the performance of Globhe’s obligations is not of the essence under this Agreement.

Each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.

Provisions which by their terms or intent are to survive termination of this Agreement will do so.

The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

No amendment or variation of this Agreement will be valid unless agreed in writing by an authorized signatory of each party.

Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

All payments under this Agreement will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.

Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this Agreement.

Notices under this Agreement must be in writing and sent to the other party’s registered office.

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19. Operative provisions

Definitions

In this Agreement;

Appropriate Safeguards means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time;

Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly) and international organization and Personal Data Breach shall have the respective meanings given to them in the GDPR;

Data Protection Laws means, as binding on either party or the Services:

the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;

any laws which implement any such laws; and

any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

GDPR means the General Data Protection Regulation (EU) 2016/679;

Protected Data means Personal Data received from or on behalf of Client in connection with the performance of Globhe’s obligations under this Agreement;

Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Globhe for carrying out any processing activities on behalf of Client in respect of the Protected Data;

Globhe Personnel means all employees, officers, staff, other workers, agents and consultants of Globhe and any of its subcontractors who are engaged in the performance of the Services from time to time; and

Technical and Organisational Measures means, in accordance with the Data Protection Laws and taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, such appropriate technical and organizational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

Compliance with data protection laws

The parties agree that Client is a Controller and that Globhe is a Processor for the purposes of processing Protected Data pursuant to this Agreement.

Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. Client shall ensure all instructions given by it to Globhe in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.

Globhe shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.

Client shall indemnify and keep indemnified Globhe against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by Client of its obligations under this Schedule.

Client shall not withhold, delay or condition its agreement to any action required by Globhe to be carried out by Client (including the application of any software security patch or fix) to ensure the Services and Globhe (and each Sub-Processor) can comply with Data Protection Laws.