Data Processing Agreement

Data Protection Legislation: General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to the GDPR or the Data Protection Act 2018.

Definitions

"Customer" is the purchaser of the services from Limbrick Consultancy LLP (inlcuding t/a theEducationCollective).

"Database Software" is a software program or utility used for creating, editing and maintaining database files or records, such as (but not limited to) Microsoft SQL, Microsoft Access, MySQL and MariaDB.

"Logical Security" the protection of computer software ("Operating System") of Limbrick Consultancy LLP’s platform, including user identification and password access, authentication, access rights. These measures are to ensure that only authorised users are able to perform actions or access information on our platform.

"Parties" are Limbrick Consultancy LLP together with the Customer.

"Physical Security" the protection of hardware, software, network and data from physical action and events that could cause serious loss or damage to Limbrick Consultancy LLP’s platform. This includes protection from fire, flood, natural disasters, theft and vandalism.

"Software" is defined as (but not limited to) WordPress, Magento, Spreadsheets, Documents, customers code.

1. General Data Protection Regulations
   Both parties will comply with all applicable requirements of the General Data Protection Regulations. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the General Data Protection Regulations.
2. Roles
   
   1. The parties acknowledge that for the purposes of the General Data Protection Regulations, Limbrick Consultancy LLP is the data processor.
   2. This data processing agreement should be read in conjunction with Limbrick Consultancy LLP’s acceptable use policy and terms and conditions.
   3. The duration of the processing shall be from the date of the Customer’s acceptance of this agreement, until the agreement expires or terminates in accordance with the expiry or termination of the Customer’s services with Limbrick Consultancy LLP.
   4. The categories of Data Subjects are those whose personal data are provided or made available to Limbrick Consultancy LLP by or on behalf of the Customer through the use or provision of the services purchased by the Customer (the "Services") and shall exclude special categories of personal data or data relating to criminal convictions and offences.
   5. Limbrick Consultancy LLP shall process the personal data for the Customer in accordance with article 4 no. 2 and article 28 of the GDPR.
3. Limbrick Consultancy LLP's Responsibilities
   
   1. Limbrick Consultancy LLP’s responsibilities with regard to the processing of personal data provided by the Customer in its use of the Services is limited to providing adequate security measures to store the data uploaded by the Customer onto the hosting platform. Limbrick Consultancy LLP is responsible for the Physical Security of its platform, and the Logical Security of the Operating System and the Database Software which serves the Customer’s database. Limbrick Consultancy LLP is not responsible for the security of the data however populated within such databases and/or hosting space by the Customer, or Software managed by the Customer and the access to the data that this has. This is the sole responsibility of the Customer. Limbrick Consultancy will appoint a hosting provider who will fulfill this responsiblity as a sub-processor.
   2. Limbrick Consultancy LLP shall, in relation to any personal data processed in connection with the performance by Limbrick Consultancy LLP of its obligations under this agreement:
      1. process that personal data only on the written instructions of the Customer, unless Limbrick Consultancy LLP is otherwise required to do so by the laws of any member of the European Union or by the laws of the European Union that apply to Limbrick Consultancy LLP (“Applicable Laws”). Where Limbrick Consultancy LLP is required by Applicable Laws to process personal data, Limbrick Consultancy LLP shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prevent Limbrick Consultancy LLP from notifying the Customer;
      2. pursuant to article 32 of the GDPR, ensure that it has appropriate technical and organisational measures in place in order to protect against any unauthorised or unlawful processing of personal data, accidental loss or destruction of personal data, and damage being caused to personal data.
      3. ensure only personnel required for the purposes of carrying out this agreement have access to, and that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
      4. if the Customer is unable to access the relevant information, to assist the Customer, and in any event, at the Customer’s cost, provide reasonable assistance in responding to any request from a supervising authority or a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the Customer on becoming aware of a personal data breach
      6. in accordance with Limbrick Consultancy LLP’s standard policies, delete, or return (at the Customer’s cost) in a format determined by Limbrick Consultancy LLP, personal data and copies thereof, on termination of the agreement, unless required by any Applicable Laws to continue to store the personal data; and
      7. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits to be carried out by the Customer, only so far as is necessary in order to demonstrate compliance, provided that the Customer (a) provides Limbrick Consultancy LLP with no less than 30 days’ notice of such audit or inspection; (b) refunds Limbrick Consultancy LLP for all reasonable costs and expenses that it incurs as a result of any such audit or inspection (c) both parties agree the scope, duration and purpose of such audit or inspection. If the Customer becomes privy to any Confidential Information of Limbrick Consultancy LLP as a result of this clause, the Customer shall hold such Confidential Information in confidence and, unless required by law, not make the Confidential Information available to any third party, or use the Confidential Information for any other purpose. The Customer acknowledges that Limbrick Consultancy LLP shall only be required to use reasonable endeavours to assist the Customer in procuring access to any third party assets, records or information as part of any audit; and
      8. to provide a list of sub-processors engaged to fullfill services upon request.
4. The Customer's Responsibilities
   
   1. The Customer acknowledges that Limbrick Consultancy LLP has no knowledge of the type/content of any personal data received, stored, or transmitted to Limbrick Consultancy LLP’s platform, by using the Services.
   2. If Limbrick Consultancy LLP believes or becomes aware that its processing of Customer personal data is likely to result in a high risk to the data protection rights and freedoms of Data Subjects, it shall inform Customer and provide reasonable cooperation to Customer (at the Customer's expense) in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
   3. In respect of personal data which the Customer receives, stores, or transmits using the Services, the Customer:
      1. will ensure, and warrants that, it has all necessary and appropriate consents and notices in place to ensure that it can lawfully transfer the personal data to Limbrick Consultancy LLP, for the duration and purposes of this agreement;
      2. undertakes that its use of the Services for processing personal data will each (i) comply with privacy laws or regulations applicable to its Processing of Customer Personal Data, (ii) not cause Limbrick Consultancy LLP to infringe Applicable Data Protection Law. The Customer will ensure that it has all necessary consents, notices and other requirements in place to enable lawful processing of the customer personal data by Limbrick Consultancy LLP for the duration and purposes of this agreement;
      3. shall, unless otherwise provided for in the agreement, be solely responsible for the legality, confidentiality, integrity, availability, accuracy and quality of all data it processes;
      4. shall be solely responsible for ensuring the safety and security of all the data it controls and processes. The Customer warrants it has relevant and appropriate security measures in place to adequately protect the personal data it collects/processes. The Customer must verify the adequacy of Limbrick Consultancy LLP’s security measures as appropriate for the type of personal data the Customer collects/processes and stores on Limbrick Consultancy LLP’s platform. The Customer should refer to the Acceptable Use Policy to ensure it is not in breach of Limbrick Consultancy LLP’s terms and conditions.
      5. is solely responsible for responding to any request from a data subject and in ensuring its own compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. shall indemnify Limbrick Consultancy LLP against any claims, actions, liabilities, proceedings, direct losses, damages, expenses, fines and costs (including without limitation court costs and reasonable legal fees) incurred by Limbrick Consultancy LLP as a direct result of any negligence, wilful misconduct, or breach of the Data Protection Legislation of the Customer.
5. Third Party Processing
   1. The Customer grants Limbrick Consultancy LLP the authorisation to appoint (and permit each third party processor appointed in accordance with this section 5 to appoint) third party sub-processors in accordance with this section 5.
   2. Limbrick Consultancy LLP may appoint alternative third party processors to provide materially like for like services to the Customer as part of the Services subject to: (a) Limbrick Consultancy LLP entering into a written agreement with such third party processor incorporating terms which are substantially similar to those set out in this agreement; and (b) such third party processor being able to demonstrate at least as high a standard of service quality and compliance to the previously appointed third party processor.
   3. The Customer agrees to Limbrick Consultancy LLP giving any such sub processors access to the Customer's details so that Limbrick Consultancy LLP can deliver the Services under the agreement. The Customer further agrees that those sub processors may be based outside of the country in which the Customer has chosen to store Customer Personal Data, subject to Limbrick Consultancy LLP taking steps to ensure transfer protections are in place if transfers are made to those sub processors. Limbrick Consultancy LLP requires that its sub processors maintain security and data protection practices that are consistent with the agreement.
6. Governing Law
   This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
7. Jurisdiction
   Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.