Legal & Branding
tmforum terms of service for Digital Maturity Model (DMM)
Thank You for selecting the Services offered by TM Forum (referred to as “TM Forum”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you (“You” or “Your”) and TM Forum, a New Jersey non-profit corporation with offices located at 4 Century Drive, Parsippany, NJ 07054 (each a Party and collectively the Parties) for the Services accompanying this Agreement. By accepting electronically (by clicking “I Agree”), accessing or using the Services, You agree to these terms. If You do not agree to this Agreement, then You may not use the Services. Unless otherwise stated i.e. ‘Workshop License’ or ‘Demo License’ Terms and Conditions for the Services apply to the ‘Full DMM License’.
We accept payment by Bank Transfer or Credit Card (Visa/MasterCard/American Express). All transactions via credit card will incur a 3% service fee.
The Organization participating in this agreement will raise any disputed charge(s) within  days after receipt of the invoice. TM Forum will work with The Organization in resolving any such disputed charges, the payment of which will be due upon receipt of invoice after resolution of the dispute. If payment of any invoice is not received within thirty (30) days of the date on which it was due, TM Forum will impose a finance charge at the rate of the lesser of 1.5% per month (18% annual rate) or the maximum allowed by law on the unpaid balance commencing on the invoice date.
1.2 Modification to Services : We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter Your access to the Services. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. For any material changes, to the extent reasonably possible, we will provide You with reasonable notice posted on the website hosting the Services. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute Your acceptance of and agreement to such changes.
2.YOUR RIGHTS TO USE THE SERVICES:
2.1 Limited Usage Rights: The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by TM Forum. TM Forum and its licensors reserve all other rights in the Services. Until termination of this Agreement and as long as You meet any applicable payment obligations and comply with the terms of (i) this Agreement and (ii) any other agreement between You and TM Forum relating to the Services, TM Forum grants to You a limited, personal, worldwide, nonexclusive, non-sublicensable and nontransferable right and license to use the Services.
2.2 Usage Restrictions: You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree that You will not: (i) provide access to or give any part of the Services to any third party; (ii) reproduce, modify, copy, deconstruct, sell, trade or resell the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services; (iv) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party; or (v) otherwise access or use the Services beyond the scope of the authorization granted under this Agreement. For the avoidance of doubt, and except as otherwise expressly prohibited in this Agreement, You are not restricted from sharing Content created through the Services with any third party in a read-only format; provided, however, any such sharing with third parties is at your own risk, and you agree that TM Forum has no liability for any damage or loss of any type that is a result of your sharing Content with any third party.
2.3 Suspension or Termination of Usage Rights:TM Forum may suspend, terminate or otherwise deny Your access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) TM Forum receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires TM Forum to do so; or (b) TM Forum believes, in its sole discretion, that: (i) You have failed to comply with, any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) You have been, or are likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.3 does not limit any of TM Forum’s other rights or remedies, whether at law, in equity or under this Agreement.
3.ACCESS TO SERVICES:
3.1 Internet Access: You are solely responsible for setting up, maintaining and operating all information technology infrastructure, including computers, software, hardware, and networks, on or through which the Services are accessed or used. In order to use the Services, You must obtain internet access, and pay any service fees associated with such access.
3.2 Access Credentials: In order to use the Services, You will be required to register and select Access Credentials (defined herein). “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services. You may not bypass or breach any security device or protection used by TM Forum or a third party or access or use the Services other than by valid Access Credentials. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services. You will manage Your Access Credentials and accept updates. You are responsible for securely managing Your Access Credentials for the Services and agree to contact TM Forum if You become aware of any unauthorized access to Your account.
4.ADDITIONAL TYPES OF LICENSE:
4.1 Workshop Version: If You registered for workshop use of the Services, You will have access to the Services, with payment of a workshop fee, for a fourteen (14) day period (“Workshop Period”) from the date You first log in to the Services unless You terminate before the Workshop Period ends. You will be limited to 25 users who may use the Services during the Workshop Period. You must decide to purchase a license to the Services within the Workshop Period in order to retain access to any Content or data provided or created during the Workshop Period. If You terminate before the Workshop Period ends or do not purchase a license to the Services by the end of the Workshop Period, You will not be able to access or retrieve any of the data or Content You added to or created with the Services during the workshop.
If You are a DMM Certified Practitioner or DMM Certified Partner* then You are granted the rights to use the Services as described in 4.1 in order to conduct a workshop on behalf of a third-party. If you are a Certified DMM Assessor then You are required to ensure the 3rd party is aware of the limitations of a Workshop License and the requirement to purchase an Individual License as per the terms described in Section 5.
*A DMM Certified Practitioner and DMM Certified Partner is, respectively, an individual or company who has been certified by the TM Forum as having the necessary training and competence to undertake DMM assessments on behalf of a third-party company who have an interest themselves in undertaking a DMM assessment.
4.2 Demo Version: Certified Practitioners and Certified Partners are granted the rights to use the Services for demonstration of the Services to a third party. Demo Licenses are limited to 2 users of the Services and there is no Publish functionality available or access to the TM Forum Master Digital Benchmark. You are required to ensure the 3rd party is aware of the limitations of a Demo License and the requirement to purchase an Individual License as per the terms described in Section 5.
If You are a Certified Partner who has purchased the Services on the Discounted DMM License Scheme, you agree to the additional terms provided at Annex A; otherwise a DMM Workshop License or DMM Full License to use the Services will be purchased at published full list prices.
5.FEES AND PAYMENT:
5.1 Subscription Fees:You shall pay TM Forum subscription fees in consideration for Your access to and use of the Services. You may elect:
- Individual license paid for as an annual subscription for an annually-billed fee
- Workshop license paid for as a one-off subscription fee for a one-time workshop use
- TM Forum Projects: TM Forum may elect to provide certain TM Forum collaborative project (e.g. Catalyst projects) access at our discretion without fees. These projects will be governed by TM Forum standard policies.
5.2 Changes to Fees: TM Forum may increase fees for the Services at any time without prior notice to You, but will use commercially reasonable efforts to provide advance written notice to You via the website for the Services or via email.
5.3 Taxes: All Fees and other amounts payable under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on TM Forum’s income.
5.4 Payment Terms: : Payments will be billed to You in U.S. dollars, and Your account will be debited when You subscribe and provide Your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
5.5: You must pay with a valid credit card acceptable to TM Forum. If Your payment and registration information is not accurate, current, and complete and You do not notify us promptly when such information changes, we may suspend or terminate Your account and refuse Your use of the Services. If You do not notify us of updates to Your payment method (e.g., credit card expiration date), to avoid interruption of Your service, we may participate in programs supported by Your card provider (e.g., updater services, recurring billing programs, etc.) to try to update Your payment information, and You authorize us to continue billing Your account with the updated information that we obtain.
5.6 : TM Forum will automatically renew Your monthly or annual subscription for the Services at the then-current rates, unless You provide thirty (30) days advance written notice of Your intent to terminate the Services or the Services are otherwise cancelled or terminated under this Agreement
6.YOUR PERSONAL INFORMATION:
TM Forum may from time to time send You communications about the Services, such as service announcements, administrative messages, and any other communications. By accessing and using the Services, You agree that TM Forum may send these communications to You via email or by posting them on our websites, and that these communications are considered part of the Services.
We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide You with certain aspects of the Services, we may share a limited amount of Your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of Your information for purposes unrelated to the Services.
9.1 Content License; Restrictions: You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through Your use of the Services. You grant TM Forum a worldwide, royalty-free, non-exclusive license to host, copy, transmit and display any Content provided through Your use of the Services, as reasonably necessary for us to provide the Service. We acquire no right, title or interest from You under this Agreement to any of Your Content. TM Forum is not responsible for the Content or data You submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, distribute, engage in or transmit any of the following, including but not limited to:
- illegal, fraudulent, defamatory, seditious, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or
- content that would impersonate someone else or falsely represent Your identity or qualifications, constitutes a false or misleading designation of origin or that constitutes a breach of any individual’s right of privacy or right of publicity;
- any disruptive or harmful software, data or other device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; and
- any information, software or Content which is not legally Yours and without permission from the copyright owner or any other intellectual property rights owner.
9.2 Community Features The Services may include a community forum or other social features to exchange Content and information with other users of the Services (“Community Forum”). TM Forum does not support and is not responsible for the content in these Community Forums. Please use respect when You interact with other users in a Community Forum. Do not reveal confidential or other information that You do not want to make public.
9.3 Right to Monitor TM Forum does not prescreen your content. TM Forum may, but has no obligation to, monitor Your Content and other content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect TM Forum or its customers, or operate the Services properly. TM Forum, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
9.4 Content Export and Deletion At any time prior to the expiration or termination of this Agreement, You may download Your Content in a portable document format or other format as designated by TM Forum from time to time. Upon request by You made within 30 days after termination or expiration of this Agreement, TM Forum will make Your Content available to You for export or download in portable document format. After such 30-day period, TM Forum will have no obligation to maintain or provide any Your Content, and may thereafter delete or destroy all copies of Your Content in Our systems or otherwise in Our possession or control, unless legally prohibited, and You will have no further rights to access it.
10.1 When You undertake a DMM Assessment You will be aware that our Service will, and has been designed to, collect and store your assessment data for the purposes of benchmarking with peer organizations. Publishing Your data can be achieved in 4 different ways as explained in the DMM Customer Guide accompanying your Services. You can publish Your data as follows:
- Publication Level – Open The organization’s results will contribute to the global Benchmark, and be viewable by other organizations (team dynamics will not be shown), and you will be able to see results from other organizations that have published openly.
- Publication Level – Within Country/Group : The organization’s results will contribute to the global Benchmark, but will only be viewable by other organizations in the predefined country or group. A predefined country or group is created offline between TM Forum and a Country or Group by request when a significant number of organizations want to use the Benchmark ‘behind closed doors’.
- Publication Level – Anonymous : The organization’s results will contribute to the global Benchmark. The Leader will be able to see their own results, and the Benchmark, but they will not be able to see other organizations’ results.
- Publication Level – Closed : The organization’s results do not contribute to the global Benchmark. The Leader will only be able to see their own results in the Benchmark area, but they will not be able to see the Benchmark or any other organizations’ results.
- Notwithstanding the above and agreement to the definitions and their meaning other confidential data that passes between You and us will be subject to the following paragraphs.
10.2 Confidential Information : In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 9.3, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Your confidential information includes Your Content; our confidential information includes the Services.
10.3 Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s (or any of its employees, officers, directors, consultants, agents, independent contractors or end users; collectively referred to herein as “Representatives”) noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
10.4 Protection of Confidential Information: : As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
- not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
- except as may be permitted by and subject to its compliance with Section 10.5, not disclose or permit access to Confidential Information other than to its employees, officers, directors, consultants, agents or end users who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 10.4; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 10.4;
- safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
- ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 10.
10.5 Compelled Disclosures: If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 10.4; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 10.5, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
11. DISCLAIMER OF WARRANTIES:
YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TM FORUM, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. TM FORUM AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
12.LIMITATION OF LIABILITY AND INDEMNITY:
12.1 LIMITATION OF LIABILITY:TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TM FORUM AND ITS SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, TM FORUM, LICENSORS AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TM FORUM SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF TM FORUM, LICENSORS AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
12.2 Indemnification:: You agree to indemnify and hold TM Forum and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of Your use of the Services or breach of this Agreement (collectively referred to as “Claims”). TM Forum reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by TM Forum in the defense of any Claims.
TM Forum may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if You fail to comply with this Agreement or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect TM Forum’s rights to any payments due to it. TM Forum may terminate a free account at any time.
14. EXPORT RESTRICTIONS:
You acknowledge that the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that You will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
15. GOVERNING LAW AND DISPUTE RESOLUTION:
Any and all disputes arising out of this agreement which are not disposed of by agreement between the parties hereto shall be decided solely by arbitration proceedings under the Rules and Procedures of the American Arbitration Association and such arbitration shall be held in the State of New Jersey. The parties also agree that any decision rendered by the arbitrator as provided herein shall be binding on both parties as though issued by a court which would otherwise have jurisdiction over such issues. The parties agree that this agreement shall be governed by, interpreted and construed in accordance with the internal substantive laws of the State of New Jersey without regard to its conflicts of laws principles. Nothing herein shall prevent either Party from seeking equitable or injunctive relief from either a Federal or State Court of New Jersey should the need for such relief arise.
This Agreement is the entire agreement between You and TM Forum and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone without written approval of TM Forum. However, TM Forum may assign or transfer it without Your consent to (a) an affiliate or subsidiary, (b) a company through a sale of assets by TM Forum or (c) a successor by merger. Any assignment in violation of this Section shall be void.
- If You are a DMM Certified Partner You can resell DMM licenses to your own end customers (‘Client’):
- You can buy a license on behalf of the end Client, in the end Client’s name, and bundle the cost with your consulting fee. The end Client at all times retains the rights for the access to the Services (the survey tool and their data) for a period of 12 months from the license start date
- The DMM Certified Partner cannot use the same license for another end Client, and the end Client would not need to buy another license for use of the Services if they wish to complete another assessment within a period of 12 months from the license start date (even if they engaged with a different DMM Certified Partner)
- If You have purchased a Silver, Gold or Platinum DMM Discounted License Scheme and meet the revenue Qualification targets as shown below you will receive the following respective discounts to the DMM License List Prices:
- The revenue Qualification amount is the DMM license revenue, calculated at the full DMM License list prices and inclusive of both existing Client revenues and new Client revenues, earned for TM Forum in the previous TM Forum financial year 12 months (April to March). Additional revenues created from onward selling of TM Forum training or a referral for TM Forum membership may also be considered as a contribution towards the Qualification total.
- DMM License and other Certified Partner related sales will be tracked by TM Forum Engagement Managers respective to the DMM Certified Partner account and determine the DMM License Scheme Discount Scheme applicable for the following financial year based on the current financial year performance
Partnership Level Qualification* Discount Silver $30,000 5% off both Workshop & Full License Gold $60,000 10% off both Workshop & Full License Platinum $150,000 20% off Full License & Free Workshop Licenses
- As a DMM Certified Partner You agree to:
- a listing of your company name and branding on the TM Forum website together with a list of your Certified Practitioners
- partaking in joint promotional activity in the first year, but not limited to the first year, of your Certified Partner status including a joint press release communicating your Certified Partner status; and contribution to Digital Transformation World promotional material and activities as mutually beneficial for both You and TM Forum
- providing a Case Study and video testimonial in the first year, but not limited to the first year, of your Certified Partner status in relation to a client engagement which is inclusive of DMM benefits and feedback on points learnt from Your engagement
- Your Certified Practitioners participating in the Digital Transformation Tracker survey
DATA PROTECTION ADDENDUM
Introduction & Definitions
This data protection addendum (the “DPA”) applies to Personal Data that is being processed for the purpose of any of the agreements available at https://www.tmforum.org/about-tm-forum/legal-branding/terms-conditions/ (the “Agreement”).
This DPA is an addendum to the Agreement and provides further information on the role of the Parties for the purposes of any Personal Data exchanged between them as part of the Agreement.
The following definitions apply for the purposes of this DPA:
- “Participant” means any individual Data Subject whose personal data is Processed as a result of the Agreement.
- “Data Protection Law” means any data protection laws applicable to the processing of personal data contemplated by the Agreement including, without limitation, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and any other applicable legislation, decision, statutory instrument or regulation in force at present or which comes into force;
- “EEA” or “European Economic Area” means the European Economic Area that combines the countries of the European Union together with Iceland, Norway and Liechtenstein;
- “Personal Data”, “Data Subject”, “Controller”, “Processor” and “Processing” shall have the meanings given to them in the relevant Data Protection Law and their cognate terms shall be construed accordingly. The definitions of Personal Data and Processing shall only apply to the extent of any Personal Data Processed and Processing undertaken for the Agreed Purposes (as defined below); and
- together the TM Forum and the Company entering into the Agreement shall be referred to as (the “Parties”) and independently each shall be (a “Party”).
Capitalised terms used herein, but not defined shall have the meaning provided in the Agreement.
The Company and the TM Forum acknowledge and agree that the Company and the TM Forum independently determine the purpose and means of Processing Personal Data pursuant to the Agreement and that each of them is an independent Controller of such Personal Data;
Each Party shall:
- at all times comply with applicable Data Protection Laws in respect of its Processing activities;
- only Process Personal Data pursuant to the Agreement for the purpose for which it was provided by the Data Subject;
- be responsible for compliance with the obligations set out in Article 13 and Article 14 of the GDPR.
- maintain appropriate technical and organisational measures designed to protect Personal Data against any misuse, accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, acquisition or access, including the use of industry recognised security standards such as ISO 27001 or similar standards.
The TM Forum shall ensure that any Personal Data it transfers to the Company has been obtained and processed in accordance with applicable Data Protection Laws.
The TM Forum does not represent or guarantee the truthfulness, accuracy, or reliability of any Personal Data made available to the Company as a result of the Agreement, or any other communications provided by Participants nor does TM Forum endorse any opinions expressed by Participants. Use of the Personal Data by the Company is at its own risk.
The Company shall:
- ensure that all Company staff Processing Personal Data are subject to obligations of confidentiality so as to ensure that the Personal Data is kept safe and secure;
- not use the Personal Data for any unlawful marketing, advertising or other promotional purpose including to contact any Participant unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has informed the Company that they do not want to be contacted);
- not disclose the Personal Data to third parties unless such disclosure is necessary and only then in accordance with the Data Protection Law; and
- indemnify the TM Forum in respect of all losses, damages, costs, expenses and other liabilities (including legal and other professional fees) incurred by or awarded against TM Forum and/or its affiliates and relating to a third-party claim to the extent it results from Company’s failure to comply with its obligations under this DPA.