QuickSchools.com Data Processing Agreement
This Data Processing Agreement (“DPA”) is dated as of the latest date of signature as indicated on the signatures of the parties below and is between QuickSchools, Inc. (“QuickSchools”) and the customer indicated as such on the signature page of this DPA (“Customer”). This DPA supplements the QuickSchools SAAS Services Agreement (the “Agreement”) between the parties pursuant to which QuickSchools provides or will provide the services set forth in the Agreement to Customer (the “Services”). Any capitalized terms not defined in this DPA have the meaning set forth in the Agreement. In the event of a conflict between this DPA and the Agreement, this DPA will prevail as to that conflict.
The parties agree as follows:
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its regulations, each, as amended. “Data Subject” means an identified or identifiable person to whom Personal Data relates.
“GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679, as amended.
“Instructions” means the documented instructions, either in writing, in textual form (e.g., by e-mail) or by using a software or online tool or use of the Services, issued by Customer to QuickSchools and directing QuickSchools to Process Personal Data.
“Personal Data” means information that constitutes ‘personal data’ as defined in the GDPR that Customer makes available QuickSchools or that QuickSchools collects for or on behalf of Customer, in each case, in performing the Agreement.
“Personal Information” means information that constitutes ‘personal information’ as defined in the CCPA that Customer makes available QuickSchools or that QuickSchools collects for or on behalf of Customer, in each case, in performing the Agreement.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
“Process” or “Processing” means any operation or set of operations which is performed upon the Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, erasure, or destruction.
“Supervisory Authority” means an independent public authority established by a member state of the European Union, Iceland, Liechtenstein, or Norway.
- This Section 2 applies only if Customer is a ‘business’ as defined in the CCPA.
- The parties acknowledge that QuickSchools is acting as a ‘service provider’ to Customer as defined in the CCPA. Personal Information disclosed to QuickSchools is for a business purpose as defined in the CCPA.
- QuickSchools shall not retain, use, or disclose Personal Information for any purpose other than for the specific purpose of performing the Services or as otherwise permitted by the CCPA.
- QuickSchools shall not (i) ‘sell’ Personal Information, as ‘sell’ is defined in the CCPA or (ii) retain, use, or disclose the Personal Information outside of the direct business relationship between QuickSchools and Customer.
- QuickSchools hereby certifies that QuickSchools understands the restrictions in this Section 2 and will comply with them.
- The provisions of this Section 2 will survive the termination or expiration of the Agreement for so long as QuickSchools processes or maintains Personal Information.
3. Processing of Data
- Customer shall, in its use of the Services, at all times Process Personal Data, and provide Instructions for the Processing of Personal Data, in compliance with the GDPR and other data protection laws applicable to Customer (collectively, “Data Privacy Laws”). Customer shall ensure that its Instructions comply with all laws, rules and regulations applicable in relation to the Personal Data and that the Processing of Personal Data in accordance with Customer’s Instructions will not cause QuickSchools to be in breach of the GDPR. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to QuickSchools by or on behalf of Customer, (ii) the means by which Customer acquired, and the legal basis for, Processing the Personal Data, and (iii) the Instructions it provides to QuickSchools. Customer shall not provide or make available to QuickSchools any Personal Data in violation of the Agreement or that is otherwise inappropriate for the nature of the Services and shall indemnify QuickSchools from all claims and losses in connection with Customer’s breach of applicable Data Privacy Laws.
- QuickSchools shall Process Personal Data solely (i) in compliance with the Agreement including performance of the Services, (ii) in accordance with the terms and conditions set forth in this DPA and any other documented Instructions provided by Customer, and (iii) in compliance with the GDPR in its role as a ‘processor’ as defined in the GDPR. Customer hereby instructs QuickSchools to Process Personal Data in accordance with the foregoing and as part of Customer’s use of the Services. Customer shall ensure that its Instructions are consistent with Data Privacy Laws and the purpose and performance of the Agreement.
- The subject matter, nature, purpose and duration of this Processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA and in the Agreement.
- Promptly following termination of the Agreement, QuickSchools shall, at Customer’s option, return or delete the Personal Data, except as required and permitted to be retained by the GDPR. The provisions of this DPA will survive the termination or expiration of the Agreement for so long as QuickSchools Processes the Personal Data.
4. Personnel Commitment to Confidentiality
- QuickSchools shall ensure that its employees and individual contractors who QuickSchools authorizes to Process Personal Data for or on behalf QuickSchools are aware of the confidential nature of the Personal Data and are bound by statutory or contractual obligations of confidentiality with respect to the Personal Data to which they are provided access.
- Customer hereby consents to: (1) QuickSchools engaging the third-party vendors listed on Exhibit C as such list is amended from time to time, in each case, subject to and in accordance with this Section 5 (each such vendor, a “Subprocessor”) for purposes of Processing Personal Data for or on behalf of QuickSchools in connection with the Agreement.
- At least thirty (30) days before enabling a new vendor as a Subprocessor to Process Personal Data, QuickSchools shall notify Customer of the planned new Subprocessor in writing. Customer may object to such an engagement by written notification to QuickSchools during the thirty (30) day notice period. If Customer objects during the notice period, QuickSchools may provide Customer with a written description of one or more commercially reasonable alternatives to its use of the Subprocessor, including without limitation, modification to the Services. If the parties are unable to resolve the objection during the 30 days following the date of the first objection, then Customer may, for a period of 30 days thereafter as Customer’s sole remedy, terminate this Agreement with notice to QuickSchools with an effective date of termination not more than 60 days following the notice of termination. In the event of a termination of the Agreement pursuant to this Section 5, QuickSchools shall refund Customer’s prepaid and unused fees for the Services. If Customer does not (i) object during the initial notice period of the new proposed Subprocessor or (ii) if applicable, terminate the Agreement within the above termination period in the event of an objection, then Customer will be deemed to have consented to the Subprocessor.
- QuickSchools shall ensure that all Sub-processors with access to Personal Data are subject to obligations regarding the Processing of Personal Data that are consistent with those set out in this DPA.
- QuickSchools will be liable to Customer for the acts and omissions of its Sub-processors to the same extent that QuickSchools would itself be liable under this DPA had it conducted such acts or omissions.
6. Security of Personal Data
- 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, QuickSchools shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of Processing Personal Data, including at a minimum those outlined in Exhibit B.
7. Transfers of Personal Data
- Any transfer of Personal Data made subject to this DPA from member states of the European Union, Iceland, Liechtenstein, Norway, Switzerland or the United Kingdom to any countries then deemed by the European Commission to not ensure an adequate level of data protection, will be transferred via (a) an appropriate safeguard or derogation under the GDPR including without limitation the standard contractual clauses for the transfer of personal data to processors established in third countries (Commission Decision 2010/87/EC) (the “SCCs”) located here or an applicable controller-to-processor successor to the SCCs, (b) another appropriate and applicable safeguard pursuant to Article 46 of the GDPR, or (c) an appropriate and applicable derogation pursuant to Article 49 of the GDPR. Customer acknowledges that, in connection with the performance of the Services under the Agreement, Personal Data will be transferred to QuickSchools in the United States.
- The details of processing in Exhibit A and the technical and organizational security measures in Exhibit B will be deemed appended to the SCCs (appended in Exhibit D). In case of conflict between the SCCs and the rest of this DPA, the SCCs will prevail.
8. Rights of Data Subjects
- QuickSchools shall, to the extent permitted by law, promptly notify Customer upon receipt of a request by a Data Subject (other than where relayed by or through Customer) to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of Processing, withdrawal of consent to Processing, or objection to being subject to Processing that constitutes automated decision-making (a “Data Subject Request”).
9. Actions and Access Requests
- QuickSchools shall, taking into account the nature of the Processing and the information available to it and provided that Customer does not otherwise have access to the relevant information, provide Customer with reasonable cooperation and assistance, where necessary for Customer to:
- comply with its obligations under the GDPR or CCPA as applicable, including responding to a Data Subject Request;
- conduct a data protection impact assessment; or
- cooperate with and/or participate in prior consultation with any Supervisory Authority, where necessary and legally required.
- QuickSchools shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA and retain such records for a period of two (2) years after the termination of the Agreement.
- To the extent required by the GDPR, QuickSchools shall (i) make available for Customer’s review copies of certifications or reports demonstrating QuickSchools’ compliance with any data security standards for which QuickSchools is certified or audited (excluding those by its other customers) applicable to the Processing of Personal Data, or (ii) allow Customer or its authorized representative at a mutually agreeable date and time, to conduct an audit of QuickSchools’ data security infrastructure related to demonstrating QuickSchools’ compliance with its obligations under this DPA, provided that such inspection shall not be unreasonably disruptive to QuickSchools’ business and QuickSchools reserves the right to condition related disclosures on reasonable and customary written confidentiality obligations. Customer shall be responsible for the costs of any such audits or inspections.
- In the event of a Personal Data Breach, QuickSchools shall, without undue delay, inform Customer of the Personal Data Breach and take necessary and reasonable actions to remediate the breach. Additionally, QuickSchools shall, taking into account the nature of the Processing and the information available to QuickSchools, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach. QuickSchools’ obligation to report or respond to a Personal Data Breach under this Section 9 will not be construed as an acknowledgement by QuickSchools of any fault or liability with respect to the Personal Data Breach. QuickSchools shall use commercially reasonable efforts to aid Customer in the event the Personal Data Breach is caused by Customer’s acts or omissions, provided however, QuickSchools will be relieved from liability for failing to notify or remediate a Personal Data Breach caused by Customer or otherwise not caused by QuickSchools.
10. Limitation of Liability
- Each party’s and all of its affiliates’ liability arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to and will not, when taken together in aggregate with all other liability, exceed the limitations of liability set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by persons duly authorized as of the latest date indicated below.
Name: Azreen Latiff
Date: NOV 2, 2020
Details of Processing
Nature and Purpose of Processing: as specified in the Agreement.
Duration of Processing: Term of the Agreement
Categories of Data Subjects: Customer’s end-users of the Service, including school administrators, teachers, students and parents and guardians of students.
Type of Personal Data: Subject to client discretion. May include but not limited to: Name, date of birth, email address, physical address, phone numbers, academic progress data, discipline incident data, payment details, photos.
Special Categories of Personal Data: None.
QUICKSCHOOLS’S TECHNICAL AND ORGANIZATIONAL MEASURES
In order to protect the confidentiality, integrity, and availability of its internal and Customer data, QuickSchools has implemented an information security program that includes the following technical, administrative/organizational, and physical controls:
1. Governance and organizational controls:
- Reporting relationships, organizational structures, and proper assignment of responsibilities for system controls, including oversight of service organization controls for security, availability, processing integrity, confidentiality, and privacy of Customer applications/information, are documented and communicated.
- QuickSchools has established a Business Continuity Plan whereby various risk elements and the associated mitigating plans are assessed from time to time.
2. Personnel security:
- Job requirements are documented in job postings and candidates' abilities to meet these requirements are evaluated as part of the hiring process.
- The experience and training of candidates are evaluated before they assume the responsibilities of their position.
- All QuickSchools employees must sign a strict non disclosure agreement with the Company before gaining any access to Customer data.
- QuickSchools employees receive training in data privacy concepts and responsibilities, as well as QuickSchools commitments on privacy.
3. Third party management:
- QuickSchools monitors performance of services housed at third-party locations for adequate performance per service level agreements.
- Confidential information is disclosed only to third parties who have agreements with QuickSchools to protect personal information in a manner consistent with the relevant aspects of QuickSchools’ privacy policies or other specific instructions or requirements.
- QuickSchools evaluates the ability of third parties to meet the contractual security requirements. For those storing or processing QuickSchools’ confidential information, the third party is required to hold an audited third party security attestation (e.g. SOC 2 Type II, ISO 27001).
- Non-Disclosures agreements are in place with third parties governing authorized access to confidential information.
4. Incident management:
- Policies and procedures for operational and incident response management require incidents to be logged and reviewed with appropriate action (e.g. system changes) taken if necessary.
- The incident response plan enforces a process of resolving and escalating reported events. Its provisions include consideration of needs to inform internal and external users of incidents and advising of corrective actions to be taken on their part as well as a "post mortem" review requirement.
5. Change management:
- The processes employed to manage the changes/updates to the QuickSchools application system include documentation of authorization, design, implementation, configuration, testing, modification, approval commensurate with risk level.
- QuickSchools' change management policy and procedures require review and authorization by appropriate business and technical teams before system changes are implemented into the production environment. c. Changes are tested in a separate test environment prior to moving them to the production environment. d. The change management process includes identification of changes that require communication to internal or external users. System and organizational changes are communicated to internal and external users through QuickSchools’ application.
6. Identity and access management:
- QuickSchools personnel are assigned unique usernames and are required to use strong passwords for access to QuickSchools’ systems.
- System access rights are granted or modified on a business-need basis depending on the user's job role and/or specific management request.
- QuickSchools performs reviews of privileged and regular user access to production critical systems on an annual basis to determine access appropriateness.
- Access controls are in place to restrict access to modify production data, other than routine transaction processing.
7. Logical security controls:
- External points of network connectivity are protected by firewalls.
- Data is stored on secure cloud services and is protected and encrypted when in transit and at rest. TLS, HTTPS, SSH, SFTP, or other encryption technologies are used to protect data in transit. AES-256 or other appropriate industry standard standards are used to protect data at rest.
- QuickSchools’ policies restrict the use of confidential or private data in a non-production or test environment.
8. Asset management:
- All applications, databases, software, systems, and services that contain Customer data or are production-critical to providing services are inventoried and assigned a management-level Business Owner. The Business Owner is required to authorize system changes and approve user access.
9. Physical access management:
- Access to QuickSchools’ office location is monitored by a receptionist during business hours. Doors are locked outside business hours and when a receptionist is not present.
- Visitors to QuickSchools’ office location are required to sign in and are provided a temporary door access badge.
10. Performance management, data processing integrity, backups, and disposal:
- QuickSchools utilizes tools that measure system performance to ensure the timeliness of processing data. b. Should there be any error in the course of processing data, QuickSchools conducts an analysis and the change management process is followed with a change ticket initiated and the error investigated and resolved.
|Amazon Web Services, Inc. Hosting provider.||USA|
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|CloudFlare||CloudFlare is a Content Delivery Network (CDN) service that may collect IP addresses of web visitors.||USA|
|Google Analytics to track visitor count and improve our services.||USA|
|Haiku||Haiku Learning is Learning Management System. Customers who opt to use Haiku will pass PII to Haiku from QuickSchools and vice versa.||USA|
|Heroku||Heroku.com is used as a platform to host and deliver our website.||USA|
|Intuit - QuickBooks||Online Customers who opt to use QuickBooks online as their financial system and integrate this with QuickSchools will be transferring PII into QuickBooks and vice versa.||USA|
|Madmimi.com||Madmimi.com is a newsletter service.||USA|
|QuickSchools Sdn Bhd||Affiliate to perform R&D and operation monitoring.||MALAYSIA|
|Schoology||CanvasLMS is Learning Management System. Customers who opt to use CanvasLMS will pass PII to CanvasLMS from QuickSchools and vice versa.||USA|
|Stripe.com||Payment service provider.||USA|
|Twilio||Voice and text messaging platform.||USA|
|Wufoo.com (SurveyMonkey.com)||Feedback and other forms system.||USA|
|Zendesk||Customer service platform||USA|
STANDARD CONTRACTUAL CLAUSES
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, Quickschools, Inc. (hereinafter the "data importer") and Customer (hereinafter the "data exporter") each a “party”; together “the parties”, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
- 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
- 'the data exporter' means the controller who transfers the personal data;
- 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
- 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
- 'the Data Protection Law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
- 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
- that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the Data Protection Law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
- that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the Data Protection Law and the Clauses;
- that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- that after assessment of the requirements of the Data Protection Law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
- that it will ensure compliance with the security measures; that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
- to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
- that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
- that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
- to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- that it will promptly notify the data exporter about:
- any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
- any accidental or unauthorised access, and
- any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
- at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
- to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
- that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: ○ to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- to refer the dispute to the courts in the Member State in which the data exporter is established.
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the Data Protection Law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the Data Protection Law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
- he prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
- The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
Details of the transfer:
Please see the details set forth in Exhibit A to the Data Processing Agreement ("DPA") to which these Clauses are appended.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):
Please see Exhibit B – Security Measures
On behalf of the data exporter:
On behalf of the data importer:
Name: Azreen Latiff
Position: CEO, QuickSchools, Inc.
Address: 440 N Wolfe Rd, Sunnyvale, CA 94085