Data Processing Agreement.

This Data Processing Agreement (DPA) forms part of the Terms of Use, or other written agreement entered into between Touch-Type Read and Spell Limited (TTRS or us) and you (a User who is a School Member or a Tutor as defined in our Terms of Use) that incorporates this Agreement by reference (the “Agreement”), and governs the Processing of Personal Information by TTRS in providing its services (the “Service”) pursuant to the Agreement. This DPA is effective upon its incorporation into the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement.

Definitions

Applicable Laws	means the following to the extent forming part of the law of United Kingdom (or a part of the United Kingdom) as applicable and binding on either party or the Services: (a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time; (b) the common law and laws of equity as applicable to the parties from time to time; (c) any binding court order, judgment or decree; or (d) any applicable direction, policy, rule or order made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
Controller	means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.;
Data Protection Laws	means as applicable and binding on either party or the Services: (a) the GDPR; (b) the Data Protection Act; (c) any laws which implement or supplement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Losses	means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and (b) to the extent permitted by Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Data Protection Supervisory Authority; (ii) compensation which is ordered by a court or Data Protection Supervisory Authority to be paid to a Data Subject; and (iii) the reasonable costs of compliance with investigations by a Data Protection Supervisory Authority;
Data Protection Supervisory Authority	means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws;
Data Subject	means any individual that has Personal Information Processed under this Agreement;
Data Subject Request	means a request made by a Data Subject to exercise any rights of Data Subjects under the GDPR;
GDPR	means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
Instruction	means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalising, blocking, deletion, making available).
International Recipient	means the organisations, bodies, persons and other recipients to which Transfers of Protected Data are prohibited under clause 6.2 without your prior written authorisation;
Lawful Safeguards	means such legally enforceable mechanism(s) for Transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
Party	Means either the Processor or the Controller
Parties	Means both the Processor and the Controller.
Personal Data or Personal Information	means any data relating to an identified or identifiable individual where such data is provided to us or collected in connection with provision of the Service under the Agreement and is protected similarly as personally identifiable information under applicable Data Protection Law.;
Personal Data Breach	means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;
processing	means any operation or set of operations performed on Personal Information, encompassing the collection, recording, organisation, structuring, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction of Personal Information.
Processing End Date	means the earlier of: (a) the end of the provision of the relevant Services related to processing of the Protected Data; or (b) once processing by the us of any Protected Data is no longer required for the purpose of our performance of our relevant obligations under this Agreement;
Processing Instructions	has the meaning given to that term in clause 2.1.1;
Processor	means a natural or legal person, public authority, agency, or other body that processes Personal Data on behalf of the Controller.
Protected Data	means Personal Data received from you or on your behalf in connection with the performance of our obligations under this Agreement;
Services	means the educational support services offered by TTRS that necessitates the processing of the Personal Data.
Sub-Processor	means a Processor engaged by Us or by any other Sub-Processor for carrying out processing activities in respect of the Protected Data on your behalf; and
Transfer	bears the same meaning as the word ‘transfer’ in Article 44 of the GDPR. Related expressions such asTransfers and Transferring shall be construed accordingly;

Specific interpretive provision(s)

In this Agreement:

a. references to any Applicable Laws (including to the Data Protection Laws and each of them) and to terms defined in such Applicable Laws shall be replaced with or incorporate (as the case may be) references to any Applicable Laws replacing, amending, extending, re-enacting or consolidating such Applicable Law (including any new Data Protection Laws from time to time) and the equivalent terms defined in such Applicable Laws, once in force and applicable; and

b. a reference to a law includes all subordinate legislation made under that law.

c. The clauses herein shall take priority over any similar provisions contained in other agreements between the parties.

Data Processing Provisions

1 Processor and Controller

1.1 The parties agree that, for the Protected Data, you shall be the Controller and we shall be the Processor.

1.2 We shall process Protected Data:

1.2.1 in compliance with the obligations of Processors under Data Protection Laws in respect of the performance of our obligations under this Agreement; and

1.2.2 in compliance with the terms of this Agreement, the UK Addendum, the California Consumer Privacy Act Addendum, and the Switzerland Addendum.

1.3 You shall comply with:

1.3.1 all Data Protection Laws in connection with the processing of Protected Data, the Services and the exercise and performance of its respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and

1.3.2 the terms of this Agreement.

1.4 You warrant, represents and undertakes, that at all times:

1.4.1 the processing of all Protected Data (if processed in accordance with this Agreement) shall comply in all respects with Data Protection Laws, including in terms of its collection, use and storage;

1.4.2 fair processing and all other appropriate notices have been provided to the Data Subjects of the Protected Data (and all necessary consents from such Data Subjects obtained and at all times maintained) to the extent required by Data Protection Laws in connection with all processing activities in respect of the Protected Data which may be undertaken by us and our Sub-Processors in accordance with this Agreement;

1.4.3 the Protected Data is accurate and up to date;

1.4.4 you shall establish and maintain adequate security measures to safeguard the Protected Data in your possession or control (including from unauthorised or unlawful destruction, corruption, processing or disclosure);

1.4.5 you shall maintain complete and accurate backups of all Protected Data provided to us (or anyone acting on its behalf) so as to be able to immediately recover and reconstitute such Protected Data in the event of loss, damage or corruption of such Protected Data by us or any other person;

1.4.6 all instructions given by you to us in respect of Personal Data shall at all times be in accordance with Data Protection Laws; and

1.4.7 where required by the Data Protection Laws, you have provided notice to any and all data subjects and has received requisite consent from the data subject or its legally authorised representative or guardian.

2 Instructions and Details of Processing

2.1 Insofar as we processes Protected Data on your behalf, we:

2.1.1 unless required to do otherwise by Applicable Law, shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with the your documented instructions as set out in this Agreement, as updated from time to time in accordance with your instructions (Processing Instructions );

2.1.2 if Applicable Law requires us to process Protected Data other than in accordance with the Processing Instructions, we shall notify the you of any such requirement before processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and

2.1.3 shall promptly inform you if we become aware of a Processing Instruction that, in our opinion, infringes Data Protection Laws.

2.2 You agree that:

2.2.1 We (and each Sub-Processor) are not obliged to undertake any processing of Protected Data that we reasonably believe infringes any Data Protection Laws and shall not be liable (or subject to any reduction or set-off ) to the extent that we (or any Sub-Processor) delayed in or fails to perform any obligation under this Agreement as a result of not undertaking any processing in such circumstances; and

2.2.2 without prejudice to any other right or remedy we may have, in the event that you fail to resolve any Processing Instruction notified to us under clause 2.1.3 such that it is lawful in our reasonable opinion within one much of such notification then we may terminate this Agreement for material breach.

2.3 The processing of Protected Data to be carried out by us under this Agreement shall comprise the processing set out in Annex 1, as may be updated from time to time.

3 Technical and Organisational Measures

3.1 We take the appropriate technical and organisational measures to adequately protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Information. We:

3.1.1 have in place the security measures set out in Annex 2; and

3.1.2 taking into account the nature of the processing, will assist you insofar as is possible in the fulfilment of your obligations to respond to Data Subject Requests relating to Protected Data. The parties have agreed that (taking into account the nature of the processing) our compliance with clause 5.1 shall constitute our sole obligations under this clause 3.1.2.

3.2 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, We will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, and including inter alia as appropriate:

3.2.1 the pseudonymisation and encryption of personal data;

3.2.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

3.2.3 the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

3.2.4 a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

3.3 During the period in which we processes any Protected Data, you shall undertake a documented assessment at least every 24 months of whether the security measures implemented in accordance with clause 3.1 are sufficient (taking into account the state of technical development and the nature of processing) to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. You shall notify us within 30 days with full details of the assessment and its outcome and of any additional measures you believe are required as a result of the assessment.

3.4 We shall assist you in ensuring compliance with the right in 3.2, by inter alia providing you with information concerning the technical and organisational measures already implemented by us along with all other information necessary for you to exercise your rights under 3.2.

3.5 In assessing the appropriate level of security, account will be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

3.6 Notwithstanding any provision to the contrary, we may modify or update our security measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Agreement.

4 Sub-Processors and Confidentiality

4.1 Subject to clause 4.2, we shall not engage (nor permit any other Sub-Processor to engage) any Sub-Processor for carrying out any processing activities in respect of the Protected Data without your prior written (either specific or general) authorisation of that specific Sub-Processor.

4.2 You hereby authorise the appointment of the Sub-Processors listed;

Sub-Processor	Location	Processing this Sub-Processor is authorised to undertake
Microsoft Azure	Netherlands, EU	Cloud infrastructure for our apps and services
Intercom	USA	Customer interactions and support
Chargebee	USA	Customer payments
Paypal	EU	Customer payments
Stripe	EU	Customer payments
Chartmogul	Germany	Business analysis
Hotjar	Ireland	Site analytics (web) and customer interactions (website), heatmaps and session recordings
Luckyorange	USA	Site analytics (web), heatmaps and session recordings
Google, Inc	USA	Site analytics (web) and customer interactions (email)
Jotform	Germany	Form generator
Livestorm	EU	Webinar tools
Getbeamer	USA	Customer interactions and support
Segment.io	USA	Customer data management
Accredible	USA	Digital badge and certificate platform
Trello.com	USA	Data management
Refersion	USA	Affiliate marketing management
Quickbooks	EU	Financial management and bookkeeping

4.3 If we intend to use Sub-Processors other than the companies listed herein, we will notify the Controller thereof in writing by email and will give you the opportunity to confirm or object the new sub-Processors within 14 days after being notified.

4.4 The Controller shall have the right to review all sub-Processor’s activities in accordance with this DPA and the Data Protection Legislation, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the Sub-Processing contract.

4.5 In the event that you fail to comply with any of your obligations in clause 4.3 or withhold any requested authorisation further to clause 4.3, we may terminate this Agreement with a 14 days notice.

4.6 We shall:

4.6.1 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure each Sub-Processor is appointed under a written contract containing materially the same obligations as under clauses 1 to 11 (inclusive) (including those obligations relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by Us;

4.6.2 ensure each such Sub-Processor complies with all such obligations; and

4.6.3 remain fully liable for all the acts and omissions of each Sub-Processor as if they were its own.

4.7 We shall ensure that all persons authorised by it (or by any Sub-Processor) to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case we shall, where practicable and not prohibited by Applicable Law, notify you of any such requirement before such disclosure).

4.8 At your request, we shall demonstrate that the persons authorised under our authority are subject to the abovementioned confidentiality.

5 Assistance with the Controller's Compliance and Data Subject rights

5.1 As the controller, you are responsible for handling any requests from Data Subjects with respect to their Personal Information which is Processed under this Agreement. If such a request is made directly to us, we will promptly inform you and will advise the Data Subjects to submit their request to you. You are and shall be solely responsible for responding to any Data Subjects’ requests. We will provide reasonable assistance to enable you to comply with the request from Data Subjects with respect to their Personal Information, to the extent permitted by the Data Protection Laws. You shall reimburse us for the costs arising from this assistance.

5.2 We shall provide such assistance as you may reasonably require (taking into account the nature of processing and the information available to us) in ensuring compliance with your obligations under Data Protection Laws with respect to:

5.2.1 the right to be informed when collecting personal data from the data subject;

5.2.2 the right to be informed when personal data have not been obtained from the data subject;

5.2.3 the right of access by the data subject;

5.2.4 the right to rectification;

5.2.5 the right to erasure (‘the right to be forgotten’);

5.2.6 the right to restriction of processing;

5.2.7 notification obligation regarding rectification or erasure of personal data or restriction of processing h. the right to data portability;

5.2.8 the right to object;

5.2.9 the right not to be subject to a decision based solely on automated processing, including profiling

provided that you shall pay for all work, time, costs and expenses incurred by us or any Sub-Processor(s) in connection with providing the assistance in this clause 5.2 and clause 5.3.

5.3 Taking into account the nature of the processing and the information available to us, we shall assist you in ensuring compliance with:

5.3.1 security of processing;

5.3.2 data protection impact assessments (as such term is defined in Data Protection Laws);

5.3.3 prior consultation with a Data Protection Supervisory Authority regarding high-risk processing; and

5.3.4 notifications to the Data Protection Supervisory Authority and/or communications to Data Subjects in response to any Personal Data Breach,

6 International Transfers

6.1 We have databases stored on servers operated by Microsoft Azure located in the Netherlands in the EEA.

6.2 Subject to clause 6.3, We shall not Transfer any Protected Data:

6.2.1 to any country or territory outside the EEA; and/or

6.2.2 to an organisation and/or its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries,

without your prior written authorisation except where required by Applicable Law (in which case the provisions of clause 2.1 shall apply) and we shall always take place in compliance with Chapter V GDPR.

6.3 The Controller acknowledges and agrees that, in connection with the performance of the services under the Agreement, we will need to transfer some of the Personal Data to the United States as some of our Sub-Processors operate there. We have implemented appropriate safeguards for such transfers. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that the United Kingdom has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, to a recipient that has executed standard contractual clauses adopted or approved by the United Kingdom.

6.4 All Transfers of Protected Data by to an International Recipient shall:

6.4.1 be effected by way of the Lawful Safeguards in accordance with this Agreement; and

6.4.2 be made pursuant to a written contract ( which includes the EU Standard Contractual Clauses for the transfer of personal data to processors established in third countries), which contains equivalent obligations on each Sub-Processor in respect of Transfers to International Recipients as apply to us under any of this clause 6.

6.5 The provisions of this Agreement shall constitute your instructions with respect to Transfers of Protected Data to International Recipients for the purposes of this Agreement.

6.6 We (and/or each of our Sub-Processor) are not obliged to make any unlawful Transfer of Protected Data and shall not be liable to the extent that it (or any Sub-Processor) is delayed in or fails to perform any obligation under this Agreement due to the unavailability of a valid Lawful Safeguard for any of the Transfers authorised by you.

7 Records, Information and Audit

7.1 In accordance with Data Protection Laws binding us, we shall maintain written records of all categories of processing activities carried out on your behalf.

7.2 In accordance with Data Protection Laws, we shall make available to you such information as is reasonably necessary to demonstrate the our compliance with our obligations under Article 28 of the GDPR, and allow for and contribute to audits, including inspections, by you (or another auditor mandated by you ) for this purpose, subject to you:

7.2.1 giving us reasonable prior notice of such information request, audit and/or inspection required by you;

7.2.2 ensuring that all information obtained or generated by you or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to a Data Protection Supervisory Authority or as otherwise required by Applicable Law);

7.2.3 hereby agreeing that we shall be entitled to withhold information that is commercially sensitive or confidential to us or our other users/client/customers.

7.2.4 ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business, the Sub-Processors’ businesses and the business of any of our users/client/customers or of any of the Sub-Processors; and

7.2.5 paying us for all work, time, costs and expenses incurred by us or any Sub-Processor(s) in connection with the provision of information and allowing for and contributing to inspections and audits.

8 Breach Notification

8.1 In respect of any Personal Data Breach, we shall, without undue delay:

8.1.1 notify you of the Personal Data Breach; and

8.1.2 provide you with details of the Personal Data Breach.

9 Deletion or Return of Protected Data and Copies

9.1 We acknowledge and agree that as the Processor, following the termination or expiry of the Agreement, we will delete all Personal Information processed pursuant to this DPA. We may be required to keep backup copies to the extent required to comply with Data Protection Laws. Before termination or expiration of the Agreement and by way of issuing an Instruction, you shall stipulate the reasonable method and format to return any Personal Information before it is deleted. You will be responsible for any additional cost arising in connection with the return or deletion of Personal Information.

10 Liability, Indemnities and Compensation Claims

10.1 Except to the extent to which we are liable under clause 10.2, you shall indemnify us and keep us indemnified in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by us and any Sub-Processor arising from or in connection with any:

10.1.1 your non-compliance with the Data Protection Laws; or

10.1.2 processing carried out pursuant to any Processing Instruction that infringes any Data Protection Law.

10.2 We shall be liable for Data Protection Losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement:

10.2.1 only to the extent caused by the processing of Protected Data under this Agreement and directly resulting from our breach of clauses 1 to 11 (inclusive); and

10.2.2 in no circumstances to the extent that any Data Protection Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this Agreement by you (including in accordance with clause 2.1.3(b)).

10.3 This clause 10 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except:

10.3.1 to the extent not permitted by Applicable Law (including Data Protection Laws); and

10.3.2 that it does not affect the liability of either party to any Data Subject.

11 Survival of Data Protection Provisions

11.1 Clauses 1 to 8 (inclusive) shall survive expiry or termination (for any reason) of this Agreement and continue until no Protected Data remains in the possession or control of the Supplier or any Sub-Processor. The termination or expiry of such clauses shall be without prejudice to any accrued rights or remedies of either party under any such clauses at the time of such termination or expiry.

11.2 Clauses 9 to 11 (inclusive) shall survive expiry or termination (for any reason) of this Agreement and continue indefinitely.

12 Miscellaneous

12.1 We may update and change any part or all of this DPA as needed to comply with Data Protection Legislation. If we update or change this DPA, the updated version will be posted at [insert the link address to this document] and we will inform you through email. The updated DPA will become effective and binding on the next business day after it is posted. When we change the DPA, the “Last Modified” date above will be updated to reflect the date of the most recent version. If you do not agree with a modification to the DPA, you must notify us in writing within thirty (30) days after receiving notice of modification and then previous modification will remain effective until your renewal date.

12.2 In case of any conflict, this Agreement shall take precedence over the Privacy Policy. Where individual provisions of this Agreement are invalid or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected.

12.3 The legal entity agreeing to this Agreement as Controller represents that it is authorized to agree to and enter into this Agreement for, and is agreeing to this DPA solely on behalf of, the Controller.

13 Data Protection Contact

Our Data Protection officer may be contacted through the details below:

Contact details

Name - Peter Driver

Email address: support@readandspell.com

Postal address: TTRS Administration, Chislehurst Business Centre, 1 Bromley Lane, Chislehurst, Kent BR7 6LH, United Kingdom

Telephone number: +44 (0)20 8144 1964.

Your data protection contact will be as stated in your account on our website.

1 Subject-matter of processing:

The subject matter of the processing is the Personal Data (including but not limited to that of the students and data subjects) provided to us by you (the Controller) in respect of the Services under this Agreement and our Terms of Use.

2 Duration of the processing:

The duration of the processing is the duration of the provision of the Services under this Agreement and our Terms of Use until disposal of the Personal Data in accordance with this Agreement.

3 Nature and purpose of the processing:

Our processing of personal data on your behalf shall mainly pertain to the provision of our Services to you.

4 Type of Personal Data:

We will process the following types of Personal Data about the Data Subjects

a. Name;

b. E-mail address; (optional for students, compulsory for admin/teacher accounts)

c. Organisation name;

d. Position/Title (Optional);

e. Phone number (Optional);

f. Country of access;

g. Attendance at classes and use of the platform;

h. Internet Protocol (IP) address;

i. registration information;

j. Assessment result and performance information;

5 Processing Instructions

Our processing of personal data on your behalf may commence when the Services commence. You hereby instruct us to process the Personal Data to perform our Services to you.

1 We shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

1.1 Use secure databases for storage. We currently have databases stored on servers operated by Microsoft Azure.

1.2 Prevent unauthorised access to Processing systems by using means of physical access control,

1.3 Prevent Processing systems from being used without authorization by requiring strong passwords, two-steps login, change management, and access logging.

1.4 Limit access rights and privileges to only persons entitled to access the Processing system and gain access to the Personal Information as they are entitled and ensure Personal Information cannot be read, copied, modified, or deleted without authorization.

1.5 Encrypt all data transmitted, communicated, or stored ensuring that Personal Information that may be included in such data cannot be read, copied, modified, or deleted without authorization.

1.6 Allow only integrations into Processing systems through secure web services and from data sources controlled by the Controller

1.7 Log an audit trail to document whether and by whom Personal Information has been entered into, modified in, or removed from Processors systems.

1.8 Ensuring that Personal Information is Processed solely in accordance with the instructions of the Controller.

1.9 Perform Back-ups on a regular basis to ensure that Personal Information is protected against accidental destruction or loss.

1.10 We shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are to be applied to create the necessary (and agreed) level of data security

SCHEDULE 1 - EU ADDENDUM - STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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) (1) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9(a), (c), (d) and (e);

(iv) Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I. B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (2) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (3) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (4);

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of the Member State of the competent supervisory authority identified pursuant to Annex I, Section C below.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of the Member State of the competent supervisory authority identified pursuant to Annex I, Section C below.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

Footnotes:

(1) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

(2) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

(3) This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

(4) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

1.

Name : The Data Controller Address : The Details of the data controller as provided to us. Contact person’s name, position and contact details: The contact details of the data controller as provided to us Activities relevant to the data transferred under these Clauses: The Services provided to User(s) by TTRS as set forth in the Agreement and any related statement of work or order form, and as may further be described in Annex I (B) below. Role (controller/processor): Controller

Data importer(s):

1.

Name: Touch-type Read and Spell Limited Address : TTRS Administration, Chislehurst Business Centre, 1 Bromley Lane, Chislehurst, Kent BR7 6LH, United Kingdom Contact person’s name, position and contact details: Peter Driver, +44 (0)20 8144 1964, support@readandspell.com Activities relevant to the data transferred under these Clauses: Same as listed above for data exporter Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Please see Annex 1 of the DPA for the data subjects whose personal data is transferred

Categories of personal data transferred

Please see Annex 1 of the DPA for the categories of personal data to be transferred.

Nature of the processing

To assist TTRS in providing Services under the Agreement.

Purpose(s) of the data transfer and further processing

Please see Annex 1 of the DPA for the details of the purpose of the transfer(s)

Duration of the data transfer

The sub-processing will occur for the duration of the processing by TTRS in the context of the provision of Services under the Agreement unless User earlier terminates and/or replaces the sub-processor.

C. COMPETENT SUPERVISORY AUTHORITY

Please see Section 13 which sets forth the competent supervisory authority.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

1. Access control to premises and facilities

Unauthorized access (in the physical sense) must be prevented.

Technical and organizational measures to control access to premises and facilities, particularly to check authorization. The below measures apply to our cloud provider, which stores data for us.

● Cloud data centers are housed in nondescript facilities.

● Physical access is strictly controlled

● Authorized staff must pass two-factor authentication to access data center floors.

● All visitors and contractors are required to present identification and are signed in and continually escorted by authorized staff.

2. Unauthorized control to systems

Unauthorized access to IT systems must be prevented.

Technical (ID/password security) and organizational (user master data) measures for user identification and authentication:

● Password procedures (incl. minimum length)

● Single Sign On

● 2 Factor Authentication

● Encryption of data media

3. Disclosure control

Aspects of the disclosure of personal data must be controlled: electronic transfer, data transport, transmission control, etc.

Measures to transport, transmit and communicate or store data on data media (manual or electronic) and for subsequent checking:

● Encryption

● Logging

● Transport security

4. Job control

Commissioned data processing must be carried out according to instructions.

Measures (technical/organizational) to segregate the responsibilities between the controller and processor

● Criteria for selecting the processor

● Monitoring of contract performance

5. Availability control

The data must be protected against accidental destruction or loss.

Measures to assure data security (physical/logical):

● Backup procedures allowing for (at least) weekly backups and verification of such procedures at least every six months

● Uninterruptible power supply (UPS)

● Remote storage

ANNEX III

LIST OF TTRS’ SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

Sub-Processor	Location	Processing this Sub-Processor is authorised to undertake
Microsoft Azure	Netherlands, EU	Cloud infrastructure for our apps and services
Intercom	USA	Customer interactions and support
Chargebee	USA	Customer payments
Paypal	EU	Customer payments
Stripe	EU	Customer payments
Chartmogul	Germany	Business analysis
Hotjar	Ireland	Site analytics (web) and customer interactions (website), heatmaps and session recordings
Luckyorange	USA	Site analytics (web), heatmaps and session recordings
Google, Inc	USA	Site analytics (web) and customer interactions (email)
Jotform	Germany	Form generator
Livestorm	EU	Webinar tools
Getbeamer	USA	Customer interactions and support
Segment.io	USA	Customer data management
Accredible	USA	Digital badge and certificate platform
Trello.com	USA	Data management
Refersion	USA	Affiliate marketing management
Quickbooks	EU	Financial management and bookkeeping

Annex IV - UK ADDENDUM

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the SCC contained in the EU Addendum SCCs.
Appendix Information	Means the information contained in Annex I and Annex II above
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
EU Addendum SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the EU Addendum SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section ‎10 will prevail.

10. Where there is any inconsistency or conflict between the Approved Addendum and the EU Addendum SCCs (as applicable), the Approved Addendum overrides the EU Addendum SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU Addendum SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

11. Where this Addendum incorporates EU Addendum SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those EU Addendum SCCs.

Incorporation of and changes to the EU SCCs

12. This Addendum incorporates the EU Addendum SCCs which are amended to the extent necessary so that:

a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b. Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the EU Addendum SCCs; and

c. this Addendum (including the EU Addendum SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties

13. Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.

14. No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.

15. The following amendments to the EU Addendum SCCs (for the purpose of Section ‎12) are made:

a. References to the “Clauses” means this Addendum, incorporating the EU Addendum SCCs;

b. In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

c. Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e. Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

g. References to Regulation (EU) 2018/1725 are removed;

h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j. Clause 13(a) and Part C of Annex I are not used;

k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l. In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

n. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

o. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11

Amendments to this Addendum

16. The Parties may agree to change Clauses 17 and/or 18 of the EU Addendum SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18. From time to time, the ICO may issue a revised Approved Addendum which

a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

b. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19. If the ICO issues a revised Approved Addendum under Section ‎18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

a. its direct costs of performing its obligations under the Addendum; and/or

b. its risk under the Addendum,

20. and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

SCHEDULE TWO – CALIFORNIA ADDENDUM

This Addendum shall apply in the event that TTRS processes User Personal Information of California residents.

1. Definitions

1.1 The California Consumer Privacy Act (“CCPA”) is Cal. Civ. Code § 1798.100, et seq., as may be amended from time-to-time, and any accompanying legally binding regulations that are promulgated to address provisions in the law.

1.2 All words or phrases used herein not defined in the DPA will have the meaning assigned to them in the CCPA.

2. Terms

2.1 TTRS will not sell any User Personal Information received from User.

2.2 TTRS will not disclose User Personal Information to another business, person, or third party, except for the purpose of maintaining or providing the Services specified in the Agreement, including to provide User Personal Information to advisers or Sub-processors as described below, or to the extent such disclosure is required by law.

3. Cooperation

3.1 Taking into account the nature of the Processing, TTRS shall (at the User’s request and TTRS’s cost and expense) provide reasonable cooperation to assist the User to respond to any requests from data subjects in relation to their data subject rights under the CCPA or applicable regulatory authorities relating to the Processing of User Personal Information under the Agreement. In the event that any request from data subjects or applicable regulatory authorities is made directly to TTRS, TTRS shall not respond to such communication directly without the User's prior authorisation other than to inform the requestor that the User is not authorised to directly respond to a request and recommend the requestor submit the request directly to User, unless legally compelled to do so, and instead, after being notified by TTRS, User shall respond. If TTRS is required to respond to such a request, TTRS will immediately notify the User and provide it with a copy of the request unless legally prohibited from doing so.

3.2 If a law enforcement agency sends TTRS a demand for User Personal Information (e.g., a subpoena or court order), TTRS will attempt to redirect the law enforcement agency to request that data directly from the User. If compelled to disclose User Personal Information to a law enforcement agency, then TTRS will immediately notify User of the demand to allow User to seek a protective order or other appropriate remedy to the extent TTRS is legally permitted to do so.

SCHEDULE THREE – SWITZERLAND ADDENDUM

1. This Switzerland Addendum (“Addendum”) applies to and is a part of the New EU Commission Standard Contractual Clauses (the “Clauses”) and European Economic Area Addendum (“ EEA Addendum”), agreed between the User and TTRS (together, the “Parties”).

2. The Parties agree that the following provisions shall apply with respect to data transfers that are governed by the Federal Act on Data Protection (“ FADP”), e.g. personal data transferred by a data exporter from Switzerland to a data importer outside of Switzerland (including personal data located in Switzerland that a data exporter makes accessible to the data importer) (the “Swiss Personal Information”):

2. 1. the term “personal data” shall be deemed to include information relating to an identified or identifiable legal entity;
   2. references to (articles in) the EU General Data Protection Regulation 2016/679 shall be deemed to refer to (respective articles in) the FADP;
   3. reference to the competent supervisory authority in Annex I. C. under Clause 13 shall be deemed to refer to the Federal Data Protection and Information Commissioner (“FDPIC”);
   4. references to Member State(s)/EU Member State(s) shall be deemed to include Switzerland;
   5. reference to the European Union in Annex I (A) shall be deemed to include Switzerland; and
   6. where the Clauses use terms that are defined in the EU General Data Protection Regulation 2016/679, those terms shall be deemed to have the meaning as the equivalent terms are defined in the FADP.

The list of data subjects and categories of data indicated in Annex I of the DPA B shall not be deemed to restrict the application of the Clauses to the Swiss Personal Information.