Glossary
Defined terms are as set out in this Contract and as below:
General Definitions
Affiliate means any third party which is either: majority owned or effectively controlled by the party concerned or; is the majority owner or effective controller of the party concerned or; is controlled by the same party as the party concerned.
Applicable Law means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time including but not limited to any order that is given by a regulator (including, but not limited to, the Financial Conduct Authority and Prudential Regulation Authority).
BHN IPR means any and all Intellectual Property Rights owned or applied for by BHN or any of its Affiliates including but not limited to the Technology System.
Claim means all actions (including discrimination and unfair dismissal claims), proceedings and all direct, indirect or consequential liabilities, losses, damages, injuries, claims, costs and expenses (including legal expenses) awarded against or incurred by the relevant party either arising from TUPE or otherwise.
Client Materials mean all information, materials (including but not limited to logos, branding, and trademarks) and data provided to BHN by Client.
Client Staff means all those persons employed or engaged directly or indirectly by Client who were engaged in the provision of the Services prior to the Effective Date.
Confidential Information means information in whatever form (including, without limitation, in written or oral, and wherever located) relating to the business, products, affairs and finances of the disclosing party and trade secrets including, without limitation, technical data and know-how relating to the business of the disclosing party or any of its suppliers, clients, customers, agents, or distributors, whether or not such information (if in anything other than oral form) is marked as confidential.
Contract means these terms and conditions (as may be updated by BHN from time to time pursuant to clause 11.6) and the contract form signed by the Client.
Effective Date means the date on which we email you the acceptance referred to in clause 1.10.
Intellectual Property Rights mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Technology System means the information technology system developed by BHN or any of BHN's Affiliates to deliver the Deliverables or Services (including but not limited to its technology platforms, database systems, software, applications, tools, processes and related source codes but excluding any elements which do not form part of the generic functionality of such system such as any Client data compilations or visual features or layouts created at the specific request of Client and which form part of the Deliverables).
TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006.
Specific Definitions
Carer means a registered and approved provider of childcare services nominated by your employee wishing to use such provider.
Contract Duration has the meaning given to it in the contract form.
Notice Period has the meaning given to it in the contract form.
Service Start Date has the meaning given to it in the contract form.
Scheme Terms and Conditions means the terms and conditions which apply to Participants.
Attachment 1
Data Processing Description and Initial Record of Processing
This Attachment is part of the DPA and includes certain details of the Processing of Personal Data. Capitalised terms are defined in the DPA. References in the DPA to ‘Agreement’ and ‘Customer’ refer to this Contract and Client respectively.
Purpose and duration of the Processing of Personal Data
The subject matter and duration of the Processing of Personal Data are set out in the DPA and the Contract, and the obligations and rights of BHN and its Affiliates are set forth in the DPA, however for purposes of reporting, the following descriptions may be used:
| Description of Services Provided |
The Vendor will process the below-identified Data Subject information in order to provide the Services. |
Data Subjects
The Data Subjects whose Personal Data is required to be processed as an essential part of delivering the Services described above are:
| X |
Employees of Customer (Customer is Controller) |
Personal Data
| X |
Employee Name (consumer customer of the Customer) |
| X |
Employee Mailing Address |
| X |
Employee Email Address |
| X |
Employee Phone Number |
| X |
Employee Billing Address |
| X |
Unique ID |
| X |
Care-4 Account Number |
| X |
IP Address |
| X |
Gender |
| X |
Childs Name and ata of birth |
| X |
Carer name and address |
Attachment 2
Sub-Processors
As of the Effective Date, detail of the sub-processors that support the performance of the Services pursuant to the DPA can be provided upon request by emailing DL-BHNProcessorsInfo@bhnetwork.com