Privacy Statement

Last Revised: May 9, 2022

This Privacy Statement describes the types of information that Ednition, LLC (“Ednition,” “we,”or “us”) may collect from you when you visit https://www.ednition.com or use our other products and services that include an authorized link to this PrivacyStatement, including the Ednition’ software-as-a-service application (collectively, the “Services”). We understand that privacy is tremendously important to you (“You” or “Customers”), and we take privacy very seriously.  This Privacy Statement describes(i) how we use the information we collect, (ii) with whom we share it, (iii)how we protect it, and (iv) the choices we offer you regarding our collection and use of such information. We are constantly working to improve our administrative, technical, and physical safeguards to protect your personal information. If you do not agree with this Privacy Statement, please do not access or use any part of the Services.

1. Information We Collect.

What we collect from you.  The information we collect about you from you may include, without limitation:

• Contact information, such as name, postal address, email address, and phone number;
• Login information, such as username, password, and security questions and answers; and
• Payment and financial details, such as payment card number, expiration date, authentication code, billing address, and bank account number, which are processed through a third party payment provider. 
• Communication information, such as any information you send us via email or through other communication channels.
• Usage information related to your use of the Services, including activities performed on the Services, how the Services are used, and time spent on the Services.
• Social media or network information, such any social media usage that mentions Ednition.

What we collect from third parties. The information we collect about you from third parties, may include, without limitation:

• Contact information, such as name, postal address, email address, and phone number;
• Communication information, such as any information a school sends us about you via email or through other communication channels.
• Usage information related to your use of the Services, including activities performed on the Services, how the Services are used, and time spenton the Services.
• Social media or network information, such any social media usage that mentions Ednition.

What we collect via automated collection. When you use the Services, we may also collect certain information by automated means, such as cookies and web beacons. A “cookie” is a text file that websites send to a visitor’s computer or other Internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. A “web beacon,” also known as an Internet tag, pixel tag, or clear GIF, is used to transmit information about actions of the user opening the page or email containing the beacon back to a web server. We may also use third-party analytics tools (such as Google Analytics and Hubspot) that collect information about use of the Services and user traffic. The information we collect by automated means may include, without limitation:

• Information about the devices you use to access the Services (such as the IP address and the type of the device, operating system, and web browser);
• Dates, times, and duration of use of the Services (including whether you are a repeat or first time visitor); and
• Information on actions taken when using the Services (such as page views and website navigation patterns).

2. How We Respond to “Do Not Track”Signals.  A do not track signal (“DNT”) prevent web applications from tracking you, you can learn more about DNT at https://allaboutdnt.com.

Your web browser may let you choose your preference as to whether you want to allow the collection of information about your online activities over time and across different websites or online services. At this time, the Services do not respond to the preferences you may have set in your web browser regarding such collection of your information, and the Services may continue to collect information in the manner described in this Privacy Statement.

3. How We Use the Information We Collect

We may use information we obtain about you to:

• Process orders you place and complete other transactions you have requested using the Services, and provide you with products and services you request;
• Send you information or materials you request;
• Maintain a record of your purchases and other transactions using the Services;
• Respond to your questions and comments and provide customer support;
• Communicate with you about our products, services, offers, and promotions;
• Operate, evaluate, and improve our business and the products and services we offer;
• Analyze trends and statistics regarding use of the Services and transactions conducted using the Services;
• Protect against and prevent fraud, unauthorized transactions, claims, and other liabilities, and manage risk exposure, including by identifying potential hackers and other unauthorized users;
• Enforce our Terms of Use and other agreements; and
• Comply with applicable legal requirements and industry standards.

Combined Information. We may combine the information we collect with publicly available information and information we receive from our business partners, and other third parties. We may use that combined information to enhance and personalize your experience with us, to communicate with you about products, services, and events that may be of interest to you, for promotional purposes, and for other purposes described in this Privacy Statement.

Aggregated or De-Identified Information.  We may create anonymous, aggregated, and/or de-identified data from the information we collect from you and other individuals whose information we collect. We may use this information to analyze and improve our Services.

Other Uses. We also may use the information we obtain about you in other ways for which we provide specific notice at the time of collection.

4. Disclosure of Information.

Who We Disclose To.
We may disclose aggregated information about our users, and information that does not identify any individual user, without restriction. We may disclose personal information about you:

• To contractors, service providers, and other third parties we use to provide the Services and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them;
• To contractors, service providers, and other third parties at your direction.
• To comply with any court order, law, or legal process, including to respond to any government or regulatory request;
• To enforce or apply our Terms and other agreements;
• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Ednition, users of the Services, or others;
• To third parties to market their products or services to you if you have [consented to/not opted out of] these disclosures; and protect the rights, property, or safety of Ednition, users of the Services, or others;
• With your consent.

We also reserve the right to transfer your personal information to a buyer or other transferee in the event of a merger, divestiture, restructuring, reorganization, dissolution, sale, or other transfer of some or all of our assets, equity or similar transaction.  Should such a sale, merger, or transfer occur, we will use reasonable efforts to direct the transferee to use your personal information in a manner that is consistent with our Privacy Statement.  

5. Data Security.

We have implemented measures intended to protect your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. All information you provide to us is stored on secure servers behind firewalls and is encrypted while at rest and during transit. While we take commercially reasonable security measures to implement and maintain controls and safeguards for data security, the electronic transmission of information is not completely secure. We cannot guarantee that the security measures we have in place to safeguard personal information will never be defeated or fail, or that such measures will always be sufficient or effective. Any transmission of personal information is at your own risk.

6.Your Choices.

We offer you the following choices about the information we collect from you and how we communicate with you:

Cookies. Most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Please note, however, that without cookies you may not be able to take full advantage of all of the features of theServices.  

Promotional Communications. If you do not want us to use your contact information to promote our products or services, you can opt out by sending us an email stating your request to contact@ednition.com. If you have received a promotional email from us, you can also opt out of receiving future promotional emails from us by following the unsubscribe instructions contained in such communication.

Web Analytics. If you do not want us to use your contact information to promote our products or services, you can opt out by sending us an email stating your request to contact@ednition.com. If you have received a promotional email from us, you can also opt out of receiving future promotional emails from us by following the unsubscribe instructions contained in such communication.

7. Accessing and Changing Your Information.

You may send us an email at contact@ednition.com to request access to, correct, or delete any personal information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

8. Children Under the Age of 13.

The Services are not directed to, and we do not knowingly collect or solicit personal information from, children under the age of 13, unless and until we have been provided appropriate parental consent for children under the age of 13 to use the Services. Because Ednition collects and uses Student Data at the direction of and under the control of third parties, we rely on the third party to provide appropriate notice to, and gather appropriate consent from, parents of any service providers they may use, including Ednition. If we learn we have collected or received personal information from a child under the age of 13 without proper consent, we will delete that information. If you believe we might have any information from or about a child under the age of 13 without proper consent, please contact us at contact@ednition.com.

9. Changes to Our Privacy Statement.

We reserve the right to update or change this Privacy Statement at anytime. If we make a material change to our Privacy Statement, we will provide notice to you (for example, by email and/or posting on our website) that our privacy practices have changed and will provide a link to the new statement. In the event we make a material change to how we use your personal information, we will provide you with an opportunity to opt out of such new or different use. The date this Privacy Statement was last revised is at the top of this page. We encourage you to review this Privacy Statement periodically to check for any updates or changes.

10. Links.

Our Services may include links to other websites or services whose privacy practices may differ from those of Ednition.  If you submit information to any of those websites or services, your information is governed by the privacy notices that apply to those websites.  We encourage you to carefully read the privacy notice of any website you visit.

11.Data Transfers.

We are based in the State of Utah in the United States. When we obtain information about you, we may transfer, process, and store such information outside of the country in which you reside, including in the United States. By using the Services, you consent to the transfer to and processing and storage of your information in countries outside of your country of residence, which may have different data protection laws than those in the country where you reside.

12. Notice to California Residents.

The CCPA Privacy Statement for California Residents supplements the information contained in this Privacy Statement. The CCPAPrivacy Statement applies to California residents from whom we collect personal information through the Services.

13. Notice to EEA, UK, and Swiss Residents.

The EEA, UK, and Swiss Privacy Statement supplements the information contained in this Privacy Statement. The EEA, UK, and SwissPrivacy Statement applies to EEA, UK, and Swiss residents from whom we collect personal information through the Services.

14.Students, Parents and Administrators

Through the course of providing its Services to our Customers, Ednition may have access to personally identifiable information about students ("Student Data") that is provided by or on behalf of a third party we are performing the Services for. Ednition has access to Student Data only as directed by the third party and only for the purposes of performing Services on the third party’s behalf. The type of Student Data we collect will depend on how the third party uses the Services and any applications which connect to the Services.

We consider Student Data to be confidential and do not use such data for any purpose other than to provide the Services for the third party that gave it to us. Our collection, use, and disclosure of Student Data is governed by our Terms of Use and/or any other agreement such third parties regarding the Student Data as well as applicable laws which relate to the collection and use of Student Data.

Depending on the Services provided, we may also collect and process personal information related to Student Data including information about a student’s parent or legal guardian as well as administrator or teacher data.

15. Contact Us.

If you have any questions about this Privacy Statement or our information practices, please email us at contact@ednition.com, or write to us at Ednition, LLC, PO Box 486, 285 N. Main St., Kaysville, UT 84037.

A Notice to California Residents (CCPA)

This Privacy Statement for California Residents supplements the information contained in the general Privacy Statement of Ednition (“Ednition,” “we,” or “us”), which is incorporated in this privacy statement by this reference. This privacy statement applies to California residents from whom we collect personal information (“consumers” or “you”) through use of the Services (as defined in the general Privacy Statement).  We adopt this privacy statement to comply with the California Consumer Privacy Act of 2018 (“CCPA”) and any terms defined in the CCPA have the same meaning when used in this privacy statement.

Section 1. Information We Collect

This Site collects information that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household (“personal information”). Personal information does not include: publicly available information from government records; deidentified or aggregated consumer information; or information excluded from the CCPA’s scope, such as health or medical information covered by the HealthInsurance Portability and Accountability Act of 1996 (HIPAA) and the CaliforniaConfidentiality of Medical Information Act (CMIA) and personal information covered by certain sector-specific privacy laws, including the Fair CreditReporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA), California FinancialInformation Privacy Act (FIPA), and the Driver’s Privacy Protection Act of1994.

In particular, within the last 12 months Ednition’s Services have collected the following categories of personal information from the sources and for the business or commercial purposes described below:

Purposes for Collection. In addition to the business or commercial purposes for collection described above, we have in the preceding 12 months collected all categories of personal information described above for the purposes listed in Section 4 of our Privacy Statement. We will continue to collect the categories of personal information described above from the sources and for the business or commercial purposes described above. We may also use or disclose the personal information we collect for one or more of the following purposes:

• To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
• As described to you when collecting your personal information or as otherwise set forth in the CCPA.
• To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Ednition’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Ednition about the users of this Site is among the assets transferred.

We will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you statement.

Section 2. Disclosures of Personal Information for a Business Purpose

We may share your personal information for a business purpose to the following categories of third parties:

• Service providers.
• Internet service providers.
• Data analytics providers.
• Government entities.
• Operating systems and platforms.

When we disclose your personal information to a service provider, we enter into a contract with the service provider that describes the business purpose for which your personal information is disclosed and restricts the service provider from using your personal information for any purpose except performing the contract.  In the preceding 12 months, we have disclosed to these third parties the following categories of personal information for a business purpose:

• Identity Data.
• Customer Records Data.
• Protected Class Data.
• Commercial Data.
• Network Data.

Section 3. Sales of Personal Information

In the preceding 12 months, we have not sold any categories of your personal information to third parties.

Section 4. Your Rights and Choices

The CCPA provides you as California residents with specific rights regarding your personal information. This section describes your CCPA rights and explains how to exercise those rights.

Access to Specific Information and Data Portability Rights. You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights), we will disclose to you:

• The categories of personal information we collected about you.
• The categories of sources for the personal information we collected about you.
• Our business or commercial purpose for collecting that personal information.
• The categories of third parties with whom we share that personal information.
• The specific pieces of personal information we collected about you (also called a data portability request).
• If we disclosed for a business purpose or sold your personal information, two separate lists disclosing:
• Disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.
• Sales, identifying the personal information categories that each category of recipient purchased.

Deletion Rights. You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions.  Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights), we will delete (and direct our service providers to delete)your personal information from our records, unless an exception applies. We may deny your deletion request if retaining the information is necessary for us or our service providers to:

• Complete the transaction for which we collected the personal information, fulfill the terms of a written warranty conducted in accordance with federal law, provide a service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
• Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
• Debug products to identify and repair errors that impair existing intended functionality.
• Exercise free speech, ensure the right of another consumer to exercise that consumer’s free speech rights, or exercise another right provided for bylaw.
• Comply with the California Electronic Communications Privacy Act (Cal.Penal Code §1546 et. seq.).
• Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
• Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
• Comply with a legal obligation.
• Make other internal and lawful uses of the information that are compatible with the context in which you provided it.

Exercising Access,Data Portability, and Deletion Rights.

‍To exercise the access, data portability, and deletion rights described above, please:

- Submit a verifiable consumer request to us by downloading, filling out, and emailing this form with subject "Privacy" to contact@ednition.com. OR
- Download this form, print, and mail to us at: Ednition, LLC Attn: Privacy PO Box 486285 N MainSt Kaysville, UT 84037
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Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information.  You may also make a verifiable consumer request on behalf of your minor child. You may only make a verifiable consumer request for access or data portability twice within a 12-month period.  The verifiable consumer request must: (i) provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative; and (ii) describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. Making a verifiable consumer request does not require you to create an account with us, but we may require authentication of the consumer that is reasonable in light of the nature of the personal information requested. We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.

Response Timing and Format. We endeavor to respond to a verifiable consumer request within 45 days of its receipt.  If we require more time (for a maximum total of 90 days), we will inform you of the reason and extension period in writing. We will deliver our written response by mail or electronically, at your option. Any disclosures we provide will only cover the 12-month period preceding the receipt of a verifiable consumer request.  The response we provide will also explain the reasons we cannot comply with a request, if applicable.  For data portability requests, we will select a format to provide your personal information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance. We do not charge a fee to process or respond to your verifiable consumer request unless the request is excessive, repetitive, or manifestly unfounded.  If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.  Alternatively, we may decline to respond to the request and notify you of our reason for doing so.

Section 5. Non-Discrimination

We will not discriminate against you for exercising any of your CCPA rights.  Unless permitted by the CCPA, we will not:

• Deny you goods or services;
• Charge you different prices or rates for goods or services, including through granting discounts or other benefits or imposing penalties;
• Provide you a different level or quality of goods or services, including denial of goods or services; or
• Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.

However, we may offer you certain financial incentives permitted by theCCPA that can result in different prices, rates, levels, or quality of goods or services.  Any CCPA-permitted financial incentive we offer will reasonably relate to your personal information’s value and contain written terms that describe the program’s material aspects.  Participation in a financial incentive program requires your prior opt-in consent, which you may revoke at any time.

Section 6. Other California Privacy Rights

California’s “Shine the Light” law (Civil Code Section §1798.83) permits users of this Site that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.  To make such a request, please contact us.

Section 7. Changes to this Privacy Statement

Ednition reserves the right to update or change this privacy statement at any time.  When we make changes to this privacy statement, we will post the updated statement on this Site and update the date on which this privacy statement was last updated. The date this privacy statement was last updated is at the top of this page. You are responsible for periodically reviewing this Site and this privacy statement to check for any updates or changes. Your continued use of this Site following the posting of changes constitutes your acceptance of such changes.

Section 8. Contact Us

If you have any questions or comments about this privacy statement or our privacy practices, your choices and rights regarding use of your personal information, or wish to exercise your rights under California law, please contact us at:
‍
contact@ednition.com
Postal Address:
Ednition, LLC Attn: Privacy
PO Box 486285 N Main St
Kaysville,UT 84037

EEA,UK, and Swiss Privacy Statement

This Privacy Statement for EEA, UK, and Swiss residents supplements the information contained in the general Privacy Statement of Ednition (“Ednition,” “we,” or “us”), which is incorporated in this privacy statement by this reference. This privacy statement applies to EEA, UK, and Swiss residents from whom we collect personal information (“consumers” or “you”).  Any terms that are capitalized but undefined in this privacy statement have the meanings ascribed to them in the general Privacy Statement.

1. Processor.  For the purpose of applicable privacy legislation, Ednition will act as the data processor. Ednition’s EU representative is Doug Weber with a contact address at  Noorderstraat 59A-1, 1017TS, Amsterdam, Netherlands.

2. Legal Basis. Our legal basis for processing and collecting personal information varies based on the context for which it is collected. We will only use your personal data when the law allows us to. When we use your personal data, we must have a legal ground for doing so. The following are the legal grounds by which we can use your personal data:

• Where you have provided us with your consent for us to do so;
• Where we need to perform the contract we have entered into with you or to take steps to enter into a contract with you;
• Where we need to comply with a legal obligation to which we are subject; or
• Where it is in pursuit of our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

3. Transfers of Data. We are based out of the United States and thus may transfer your personal information across borders. We have taken appropriate safeguards to ensure your personal information is protected in accordance with this PrivacyStatement through implementing additional safeguards, such as the standard contractual clauses.  This transfer mechanism may be found in our Data Processing Addendum here.

4. Retention of Data. We will only retain personal information for as long as it is required to provide you the Services you have requested, or as otherwise required by applicable law.

5. Your Rights. Under certain circumstances, by law you have the right to:

• Request access to your personal data (known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it;
• Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate information we hold about you corrected;
• Request the erasure of your personal data. This enables you to ask us to delete or remove personal data when there is no good reason for us continuing to process it. You also have the right to ask us to stop processing personal data where we are relying on a legitimate interest and there is something about your particular situation which makes you want to object to processing on this ground;
• Request the restriction of processing of your personal data. This enables you to ask us to suspend the processing of personal data about you, for example if you want us to establish its accuracy or the reason for processing it;
• Withdraw your consent. In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal data for a specific purpose, you have the right to withdraw your consent for that specific processing at any time. Where we are providing you with marketing information, you can also change your marketing preferences by using the unsubscribe instructions in the communications sent to you. Once we have received notification that you have withdrawn your consent, we will no longer process your personal data for the purpose or purposes you originally agreed to, unless we have another legitimate basis for doing so;
• Complain to your local data protection authority regarding our collection and use of personal information. For more information, please contact your local data protection authority, contact information may be found here; and
• Request the transfer of your personal data to another party.

If you want to review, verify, correct or request erasure of your personal data, object to the processing of your personal data, or request that we transfer a copy of your personal data to another party, please contact in writing at :
contact@ednition.com.

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request for access is clearly unfounded or excessive. Alternatively, applicable law may require or permit us to decline your request, although if we do so, we will inform you of the reason unless otherwise prohibited by law.

Data Processing Addendum

Ednition, LLC (“Ednition”) and the customer (“Customer”)enter into this Data Processing Addendum (including all exhibits, attachments, and annexes attached hereto, this “DPA”) as of the even date of the Agreement  As applicable and by clicking“accept” on the Order Form (as defined in the Terms of Service), the parties agree that this DPA shall supplement and form part of the Terms of Service (collectively, the “Agreement”) between the parties under which Ednition will provide the Services (as defined in the Terms of Service) to the Customer.

1. Introduction

1.1 To the extent Ednition may be required to process personal data on behalf of Customer under the Agreement, Ednition will do so in accordance with the terms set out in this Data Processing Agreement (‘DPA’) as required by the parties and under the relevant data protection laws.

2. Defined Terms

2.1 ‘Customer Data’ means all data, including all text, sound, video, or image files, and software, that are provided to Ednition by, or on behalf of, Customer through use of the Services. Personal data is a category of Customer Data.

2.2 Lower case terms. The following lower case terms used but not defined in this DPA, such as ‘controller’, ‘data subject’, ‘personal data’, ‘processor ‘and ‘processing’ will have the same meaning as set forth in Article 4 of the GDPR, irrespective of whether the GDPR applies.

3. Applicable Law

3.1 Ednition may be required to process personal data on behalf of Customer under any subordinate legislation and regulations implementing the General Data Protection Regulation ((EU) 2016/679) (‘GDPR’), and any applicable laws, regulations, and other legal requirements relating to (a) data protection and data security; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any personal data (Applicable Data Protection Laws’).

3.2 To the extent Ednition is a processor or sub-processor of personal data subject to the GDPR, the mandatory sections required by Article 28(3) of the GDPR for contracts between controllers and processors that govern the processing of personal data are set out in the GDPR Terms in Attachment B as well as the terms in sections 5.1, 6.1, 6.5 and 8.

4. Duration and termination

4.1 This DPA will commence on the date on which the Agreement is deemed effective.

4.2 Ednition will process personal data until the date of expiration or termination of the Agreement, unless instructed otherwise by Customer in writing, or until such data is returned or destroyed on the written instructions of Customer.

5. Personal data types and processing purposes

5.1 Customer and Ednition acknowledge that for the purpose of Applicable Data Protection Laws, Customer is the controller and Ednition is the processor.

5.2 The Customer retains control of the personal data and remains responsible for its compliance obligations under Applicable Data Protection Laws, including providing any required notices, obtaining any required consents, and for the processing instructions it gives to Ednition.

5.3 Attachment A, Appendix 1 describes the purpose of processing and the categories of data subjects and personal data that Ednition may process to fulfill the Services described in the Agreement or any other purpose specifically identified in Attachment A, Appendix 1 (‘BusinessPurposes’).

6. Ednition obligations

6.1 Customer instructions. When Ednition acts as the processor of personal data, it will only process the personal data on Customer’s documented instructions from the categories of persons that the Customer authorizes to give personal data processing instructions to Ednition, as identified in AttachmentA, Appendix 1 (‘Authorized Persons’) and to the extent that this is required to fulfill the Business Purposes. Ednition will not process the personal data for any other purpose without explicit consent or in a way that does not comply with this DPA or Applicable Data Protection Laws.

Should Ednition reasonably believe that a specific processing activity beyond the scope of Customer’s instructions is required to comply with a legal obligation to which Ednition is subject, Ednition must inform Customer of that legal obligation and seek explicit authorization from Customer before undertaking such processing. Ednition will never process the personal data in a manner inconsistent with Customer’s documented instructions.

6.2 Purpose pursuit. The parties have entered into the Agreement in order to benefit from the capabilities of Ednition in securing and processing the personal data for the purposes set out in Attachment A, Appendix 1. Ednition will be allowed to exercise its own discretion in the selection and use of such means as it considers necessary to pursue those purposes, provided that all such discretion is compatible with the requirements of this DPA and only in so far that it complies with the Customer’s written instructions.

6.3 Compliance. Ednition will reasonably assist Customer with meeting Customer’s compliance obligations under Applicable Data Protection Laws, taking into account the nature of Ednition’s processing and the information made available to Ednition, including in relation to data subject rights, data protection impact assessments and reporting to and consulting with data protection authorities under Applicable Data Protection Laws. Ednition will immediately notify Customer if, in its opinion, any instruction infringes Applicable DataProtection Laws. This notification will not constitute a general obligation on the part of Ednition to monitor or interpret the laws applicable to Customer, and this notification will not constitute legal advice to Customer.

6.4 Disclosure. Ednition will not disclose personal data except: (1) as Customer directs in writing; (2) as described in this DPA; or (3) as required by law. Ednition will not disclose personal data to law enforcement agencies unless required by law. If a law enforcement agency contacts Ednition with a demand for personal data, Ednition will attempt to redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose personal data to law enforcement agency, a court, regulator or data protection authority, Ednition will promptly notify Customer and provide a copy of the demand and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice. Upon receipt of any other third-party request for personal data, Ednition will promptly notify Customer unless prohibited by law. Ednition will reject the request unless required by law to comply. If the request is valid, Ednition will attempt to redirect the third party to request the data directly from Customer. 

6.5 Records of processing activities. To the extent Applicable Data Protection Laws require Ednition to collect and maintain records of certain information relating to Customer, Customer will, where requested, supply such information to Ednition and keep it accurate and up to date. Ednition may make any such information available to a data protection authority if required by Applicable Data Protection Laws. Ednition will also keep records regarding the processing of personal data it carries out for the Customer relating to, the access, control and security of the personal data, approved sub-contractors, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organizational security measures referred to in section 10.1.

7. Ednition Employees

7.1 Ednition requires that all employees:
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(a) undertake training on the Applicable Data Protection Laws relating to handling personal data and how it applies to their particular duties; and
(b) are aware both of Ednition’s duties and their personal duties and obligations under Applicable Data Protection Laws.

8. Contracting with sub-processors

8.1 Sub-processors. Ednition may hire third parties including any subcontractor to provide some or all services and process personal data on its behalf. Customer consents to the engagement of these third parties and all current and future subsidiaries and affiliates of Ednition Ltd as sub-processors. The above authorizations will constitute Customer’s prior written consent to the subcontracting by Ednition of the processing of personal data to such sub-processors if such consent is required under the Standard Contractual Clauses or Applicable Data Protection Laws. 

8.2 List of sub-processors. A list of Ednition Ltd.'s sub-processors is available on request to the Ednition contact mentioned in Attachment A. Ednition may engage new sub-processors from time to time. Where it does so, it will give Customers to whom it has provided the list, notice of any new sub-processor at least 7 days in advance of providing that sub-processor with access to personal data. The notice will be given to the Customer contact mentioned in Attachment A. If Customer does not approve a new sub-processor it must send Ednition a written objection notice within 7 days of receiving the notice, setting forth a reasonable basis for objection, where after the parties will make a good-faith effort to resolve the Customer’s objection. In the absence of a resolution, Ednition will make commercially reasonable efforts to provide Customer with the same level of service described in the Agreement, without using the sub-processor to process Customer’s personal data. If Ednition’s efforts are not successful within a reasonable time, but not less than six months, the matter will be determined in accordance with the dispute resolution provisions in the Agreement. 

8.3 Performance. Ednition is responsible for its sub-processors’ compliance with Ednition’s obligations in this DPA. 

8.4 Compatible obligations. When engaging any sub-processor, Ednition will ensure via a written contract that the sub-processor may only access and use personal data to deliver the services Ednition has retained them to provide and is prohibited from using personal data for any other purpose. Ednition will ensure that sub-processors are bound by written contracts that require them to provide at least the level of data protection required of Ednition by the DPA. Ednition agrees to oversee the sub-processors to ensure that these contractual obligations are met. 

8.5 Audit. Customer may request that Ednition audit the sub-processor or provide confirmation that such an audit has occurred to ensure compliance with its obligations imposed by Ednition in conformity with this DPA. 

9.Customer assistance and client obligations

9.1 Data subject requests. If Ednition receives a request from Customer’s data subject to exercise one or more of its rights under Applicable Data Protection Laws, in connection with a Service for which Ednition is a processor or sub-processor, Ednition will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request. Ednition will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. Customer will be responsible for reasonable costs Ednition incurs in providing this assistance. 

9.2 Customer requests. Ednition must promptly and without undue delay comply with any Customer request or instruction from Authorized Persons requiring:
‍
(a) Ednition to amend, transfer, delete or otherwise process the personal data, or to stop, mitigate or remedy any unauthorized processing; 
(b) Customer’s obligations regarding security of processing;
(c) Customer’s obligations under Applicable Data Protection Laws that are relevant to the data processing described in Attachment A, Appendix 1, including notifications to a data protection authority or to data subjects and the process of undertaking a data protection impact assessment; and 
(d) Customer’s prior consultation obligations in terms of Applicable Data Protection Laws; considering the nature of the processing and the information available to Ednition. 

9.3 Warranty. Customer warrants that it has all necessary rights to provide the personal data to Ednition for the processing to be performed in relation to the Services, and that one or more lawful bases set forth in Applicable Data Protection Laws supports the lawfulness of the processing. 

9.4 Privacy notices. To the extent required by Applicable Data Protection Laws, Customer is responsible for ensuring that all necessary privacy notices are provided to data subjects, and unless another legal basis set forth in Applicable Data Protection Laws supports the lawfulness of the processing, that any necessary data subject consents to the processing are obtained and a record of such consents is maintained. Should such a consent be revoked by a data subject, Customer is responsible for communicating the fact of such revocation to Ednition, and Ednition remains responsible for implementing Customer’s instruction with respect to the processing of that personal data.

10. Security

10.1 TOMs. Ednition will implement appropriate Technical and Organizational Measures (‘TOMs’) to ensure that the level of security is appropriate to the risks to the personal data in terms of Applicable Data Protection Laws, taking into account the: 

(a)  state of the art (being the most recent level of development of technology of security measures at that particular time);
(b) implementation costs;
(c) processing nature, scope, context and purposes; and
(d) varying risks to data subject’s rights and freedoms in terms of likelihood and severity.

10.2 Security policies. Both Customer and Ednition will maintain written security policies that are fully implemented and applicable to the processing of personal data. 

10.3 Customer responsibilities. Customer is solely responsible for making an independent determination as to whether the TOMs for a Service meets Customer’s requirements, including any of its security obligations under Applicable Data Protection Laws. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of its personal data as well as the risks to data subjects), the security practices and policies implemented and maintained by Ednition provide a level of security appropriate to the risk with respect to personal data that is processed. Customer is responsible for implementing and maintaining privacy protections and security measures for components that Customer provides or controls. 

11. Improvements to security

11.1 Ongoing evaluation. The parties acknowledge that security requirements are constantly changing, and that effective security requires frequent evaluation and regular improvements to the security measures undertaken. Ednition will therefore evaluate the security measures as implemented in accordance with section 10 on an on-going basis in order to maintain compliance with the requirements set out in section 10. 

11.2 Cost negotiations. The parties will negotiate in good faith the cost, if any, to implement material changes required by specific updated security requirements set forth in Applicable Data Protection Laws or by data protection authorities of competent jurisdiction. 

11.3 Amendment negotiations. Where an amendment to the Agreement is necessary in order to execute a Customer’s written instruction to Ednition to improve security measures as may be required by changes in Applicable Data Protection Laws from time to time, the parties will negotiate an amendment to the Agreement in good faith. 

12. Audits

12.1 Certifications. Ednition will maintain any approved certifications recognized under Applicable Data Protection Laws that are listed in the Agreement between the parties. Ednition will recertify those certifications as reasonably required. Prior to processing personal data and at Customer’s request, Ednition will provide Customer with copies of any certifications it maintains (along with relevant supporting documentation) that apply to the systems, policies, and procedures that govern the processing of personal data. Ednition may rely on certifications to demonstrate compliance with the requirements set out in section 11, provided that the requirements contained in Attachment A, Appendix 2 are also addressed by such certifications.

12.2 Ednition self-audits. At least once a year, Ednition will conduct audits of the security of its computing environment and physical data centers that it uses in processing Customer personal data. Each audit will be performed by qualified, independent, third party security auditors at Ednition’s selection and expense. Each audit will result in the generation of an audit report (‘Ednition Audit Report’). As required by any Agreement and if Customer requests it, Ednition will provide Customer with a summary or attestation of the relevant Ednition Audit Report. Customer must treat the Ednition Audit Reports as Ednition’s confidential information under the Agreement. The Ednition Audit Report will be subject to non-disclosure and distribution limitations of Ednition and the auditor. Taking into account the cost of implementation, nature of processing and risk to data subjects, Ednition will promptly take all reasonable measures to remediate issues raised in any Ednition Audit Report to the satisfaction of the auditor as soon as possible but not longer than six months. 

13. Incident management

13.1 Security Incidents. If Ednition becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data while processed by Ednition(each a ‘Security Incident’), Ednition will promptly and without undue delay:
(a) notify Customer of the Security Incident;
(b) investigate the Security Incident and provide Customer with sufficient information about the Security Incident, including whether the Security Incident involves personal data;
(c) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

Notification(s) of Security Incidents will take place in accordance with section 13.3. Where the Security Incident involves personal data, Ednition will make reasonable efforts to enable Customer to perform a thorough investigation into the incident, to formulate a correct response, and to take suitable further steps in respect of the Security Incident. Ednition will make reasonable efforts to assist Customer in fulfilling Customer’s obligation under GDPR Article 33 or other Applicable Data Protection Laws to notify the relevant data protection authority and data subjects about such Security Incident. Ednition’s notification of or response to a Security Incident under this section is not an acknowledgement by Ednition of any fault or liability with respect to the Security Incident. 

13.2 Other incidents. Ednition will notify Customer promptly if Ednition becomes aware of:
(a) complaint or a request with respect to the exercise of a data subject’s rights under any Applicable Data Protection Laws in relation to personal data Ednition processes on behalf of Customer and its data subjects; or
(b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or
(c) where, in the opinion of Ednition, implementing an instruction received from Customer in relation to the processing of personal data would violate applicable laws to which Customer or Ednition are subject.

13.3 Notifications. Any notifications made to Customer pursuant to this section 13 will be processed pursuant to the applicable notice provisions of the Agreement. 

14. Data transfers

14.1 Generally. Except as described elsewhere in the DPA, personal data that Ednition processes on Customer’s behalf may be transferred to and stored and processed in any country in which Ednition or its sub-processors may operate.

14.2 Transfer mechanisms. Ednition may only process, or permit the processing, of personal data by the Services from a member state of the European Economic Area (‘EEA’) (including the UK following its exit from the European Union) or Switzerland to a country outside the European Union, EEA and Switzerland under the following conditions: 
(a) Adequacy decision. Where the European Commission has found that the countries listed here  provides adequate protection for the privacy rights of data subjects:https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/adequacy-decisions_en;
(b) Adequate safeguards. In the absence of an adequacy decision, where appropriate safeguards have been provided by the controller or processor established in third countries which do not ensure an adequate level of data protection, and who receive the personal data by way of a valid transfer mechanism under Article 46(2) of the GDPR or other Applicable Data Protection Law. Ednition will identify in Attachment A, Appendix 1 the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and the Provider must immediately inform the Customer of any change to that status.

14.3 Standard Contractual Clauses (‘SCCs’).
(a) For transfers between the European Economic Area and the United States: module two of the standard contractual clauses for Processors as approved by the European Commission and available here  (as amended or updated from time to time) and found in Attachment A;
(b) For transfers between the United Kingdom and theUnited States: the standard contractual clauses found here, also available at https://ico.org.uk/media/for-organisations/documents/4019538/international-data-transfer-agreement.pdf; or
(c) For transfers between Switzerland and the United States: module two of the standard contractual clauses for Processors as approved by the European Commission and available here (as amended or updated from time to time), subject to the following amendments, which shall supersede any inconsistency with the standard contractual clauses:   

(i) The competent supervisory authority in Annex I.C.under Clause 13 is hereby amended to be the Federal Data Protection and Information Commissioner.

(ii) The applicable law for contractual claims under Clause 17 is hereby amended to be Swiss law or the law of a country that allows and grants rights as a third-party beneficiary.

(iii) The place of jurisdiction for actions between the Parties pursuant to Clause 18(b) is hereby amended to be a free choice.

(iv) The term “member state” as used in the standard contractual clauses may not be interpreted in such a way to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence in accordance with Clause 18(c).

(v) Any references to the General Data Protection Regulation in the standard contractual clauses are hereby amended to be replaced with a reference to the FDAP, as amended and updated from time to time

(vi) The clauses in the standard contractual clauses are hereby modified to specify that the clauses will also protect the data of legal entities until the entry into force of the Revised Federal Act on Data Protection 2020.

14.4 Ednition may use the SCCs as described in Article 46(2)(c) of the GDPR and approved by the EU Commission Decision 2021/914/EU of 4 June 2021, or any successor standard contractual clauses that may be adopted pursuant to an EU Commission decision in Attachment A as a recognized transfer mechanism. Where SCCs are used, the parties will complete all relevant details in, and execute the SCCs. If Customer consents to Ednition (located in the EEA) appointing a sub-processor located outside the EEA, then Customer authorizes Ednition to enter into SCC contained in Attachment A with the sub-processor in Customer’s name and on its behalf. Ednition will make the executed SCC available to Customer on request. 

14.5 Change of statutory transfer mechanism. To the extent that Ednition is relying on the SCCs or another specific statutory mechanisms to normalize international data transfers and those mechanisms are subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, Customer and Ednition agree to cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternate mechanism that can lawfully support the transfer. 

15. Return or destruction of client data and personal data

15.1 Customer deletion. For certain Services, the Customer is responsible for installing, hosting, processing and using Customer Data. Here only Customer has the ability to access, extract and delete personal data in the Customer Data stored in that Service. Where the particular Service does not support access, retention or extraction of software provided by Customer, Ednition has no liability for the deletion of personal data as described in this section 15.1.

15.2 Delete or return. Where the Agreement requires Ednition to retain Customer Data, Ednition will delete that Customer Data within the time period agreed to in the Agreement, unless Ednition is permitted or required by applicable law to retain such Customer Data. Where the retention of Customer Data has not been addressed in the Agreement, Ednition will, at the discretion of Customer, either delete, destroy or return all Customer Data to Customer and destroy or return any existing copies when Ednition has finished providing Services:
‍
(a) related to the processing;
(b) this DPA terminates;
(c) Customer requests Ednition to do so in writing; or
(d) Ednition has otherwise fulfilled all purposes agreed in the context of the Services related to the processing activities where Customer does not require Ednition to do any further processing.

15.3 Certificate of destruction. Ednition will provide Customer with a destruction certificate at Customer’s request and follow Customer’s instructions about what to do with backups and archived copies of the Customer Data on deletion, or where return of the Customer Data is impossible for any reason.

15.4 Third parties. On termination of this DPA, Ednition will notify all sub-processors supporting its own processing and make sure that they either destroy the CustomerData or return the Customer Data to Customer, at the discretion of Customer.

16. Liability

16.1 Any limitation of liability set forth in the Agreement will apply to this DPA.

17. Notice

17.1 Section 15(a) of the Agreement will apply to any notice or other communication given to a party under or in connection with this DPA.

18. Miscellaneous

18.1 Conflict of terms. The Agreement terms remain in full force and effect except as modified in this DPA. Insofar as Ednition will be processing personal data subject to Applicable Data Protection Laws on behalf of the Customer in the course of the performance of the Agreement with the Customer, the terms of this DPA will apply. If the terms of this DPA conflict with the terms of the Agreement, the terms of this DPA will take precedence over the terms of the Agreement. 

18.2 Governing law. This DPA is governed by the laws of the country specified in the relevant provisions of the Agreement.

18.3 Dispute resolution. Any disputes arising from or in connection with this DPA will be brought exclusively before the competent court of the jurisdiction specified in the relevant provisions of the Agreement.

Attachment A Standard contractual clauses (processors)
STANDARD CONTRACTUAL CLAUSES (EU)

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) for the transfer of personal data to a third country.  
‍
(b) The Parties:

(i) the natural or legal person(s), public authority, agency, or other body(“entity”) transferring the personal data, as listed in Annex I.A (each a “dataexporter”); and

(ii) the entity 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 (each a “data importer”).

have agreed to these standard contractual clauses (“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);

(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 - Optional

Docking clause

[Intentionally omitted]

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 organizational 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

(a) 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 the 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 organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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 pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, 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 organizational 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 authorized 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 (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 benefiting from an adequacy decision pursuant to Article 45 ofRegulation (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 defense 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 authorization 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 five (5) 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. The Parties agree that, by complying with this Clause, the data importer fulfills 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 fulfill 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 authorized 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 organizational 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 authorized 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 Clause18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization 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 MemberState 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 for any damages it causes the other Party 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

Liability

(a) As applicable:

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 cope 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 behavior 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 authorizing 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 authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12);

(iii) any relevant contractual, technical or organizational 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 organizational 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, 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 Clause14(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 minimization

(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). 

(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 one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the EU member state that Client’s primary office and/or headquarters is located in. 

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts that Client’s primary office and/or headquarters is located in.

(b) The Parties agree that those shall be the courts that Client’s primary office and/or headquarters is located in.

(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.

Annex 1 to the Standard Contractual Clauses

Details of the Processing

A. LIST OF PARTIES

Data exporter(s):

Customer Name: Customer name as listed in Agreement.

Address: Customer address as listed in the Agreement.

Contact person’s name, position and contact details: Contact person as listed in the Agreement.

Activities relevant to the data transferred under these Clauses: Customer shall be the Controller of the Personal Data it provides to Ednition to provide the Services as outlined in the Agreement.

Role (controller/processor): Controller 

Data importer(s):

Name: Ednition, LLC

Address: PO Box 486, 285 N Main St., Kaysville, UT 84037

Contact person’s name, position and contact details: contact@ednition.com

Activities relevant to the data transferred under these Clauses: Ednition services provided to Customer under the Agreement are the provision and maintenance of education technology software as a service, including the collecting, hosting and processing of data.

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

• Categories of data subjects whose personal data is transferred: The categories of data subjects whose personal data is transferred is determined and controlled by the Customer in its sole discretion.
• Categories of personal data transferred: The types of personal data are determined and controlled by Customer in its sole discretion,
• *Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:. Subject to any applicable restrictions and/or conditions in the Agreement, Customer may also include “special categories of personal data” or similarly sensitive personal data (as described or defined in applicable data protection laws) in personal data, the extent of which is determined and controlled by Customer in its sole discretion. 
• The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): The duration of processing will be the period during which Ednition provides the Services to Customer in accordance with the Agreement.
• Nature of the processing:The objective of Processing of Personal Data is the performance of the Services pursuant to the Agreement.
• Purposes of the data transfer and further processing: The purposes of Processing of Personal Data is the performance of the Services pursuant to the Agreement, detailed above.
• The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: The retention periods for personal data will be the period during which Ednition provides the Services to Customer in accordance with the Agreement, or as otherwise required under applicable law.  
• For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing: The hosting of Personal Data for the performance of the Services provide by Ednition to the Customer pursuant to the Agreement and for the duration of the performance of those Services.

C. COMPETENT SUPERVISORY AUTHORITY - The EU member state that Customer primary office and/or headquarters is located in.

Annex 2 to the Standard Contractual Clauses

Technical and Organization Measures. The data importer has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines intended to protect personal data, against accidental loss, destruction, or alteration; unauthorized disclosure or access; or unlawful destruction in accordance with Ednition’s Security Addendum. 

Attachment B European Union General Data Protection Regulation Terms

GDPR Commitments

1.1 To the extent that the DPA does not address all of the issues in this Attachment B or provides lesser data protection commitments to Customer in the DPA where Ednition processes personal data within the scope of the GDPR on behalf of Customer, Ednition makes the commitments in these GDPR Terms to the Customer. These GDPR Terms do not limit or reduce any data protection commitments Ednition makes to Customer in the Agreement. 

1.2 For purposes of these GDPR Terms, Customer and Ednition agree that Customer is the controller and Ednition is the processor of personal data.

Relevant GDPR obligations: Articles 28 (processor), 32 (security of processing) and 33 (notification of a personal data breach to the supervisory authority)

2.1 Ednition shall not engage another processor without prior specific or general written authorization of Customer. In the case of general written authorization, Ednition shall inform Customer of any intended changes concerning the addition or replacement of other processors, thereby giving Customer the opportunity to object to such changes. (Article 28(2)). 

2.2 Processing by Ednition shall be governed by this DPA and these GDPR Terms under European Union (‘EU’) or Member State law and are binding on Ednition with regard to Customer. The subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data, the categories of data subjects and the obligations and rights of the Customer are set forth in this DPA. In particular, Ednition shall:

(a) process the personal data only on documented instructions from Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by EU or Member State law to which Ednition is subject; in such a case, Ednition shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

(b) ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(c) take all measures required pursuant to Article 32 of the GDPR (see below);

(d) respect the conditions referred to in paragraphs 1 and 3 for engaging another processor;

(e) taking into account the nature of the processing, assist Customer by implementing reasonable and appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer’s obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;  

(f) assist Customer in ensuring compliance with the obligations pursuant toArticles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Ednition;

(g) at the choice of Customer, delete or return all the personal data to Customer after the end of the provision of services relating to processing, and delete existing copies unless EU or Member State law requires storage of the personal data; and

(h) make available to Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer.

2.4 Where Ednition engages another processor for carrying out specific processing activities on behalf of Customer, the same data protection obligations as set out in these GDPR Terms shall be imposed on that other processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfill its data protection obligations, Ednition shall remain fully liable to the Customer for the performance of that other processor's obligations. (Article 28(4))  

2.5 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, Customer and Ednition shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: 

(a) the pseudonymization and encryption of personal data;

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

(c) 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

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. (Article 32(1)) 

2.6 In assessing the appropriate level of security, account shall be taken of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed. (Article 32(2)) 

2.7 Customer and Ednition shall take steps to ensure that any natural person acting under the authority of Customer or Ednition who has access to personal data does not process them except on instructions from Customer, unless he or she is required to do so by EU or Member State law. (Article 32(4)) 

2.8 Ednition shall notify Customer without undue delay after becoming aware of a personal data breach. (Article 33(2)). 

2.9 Such notification will include that information a processor must provide to a controller under Article 33(3) to the extent such information is reasonably available to Ednition.

Security Addendum

This Security Addendum (the “Security Addendum”) describes the Technical and Organizational Measures (‘TOMs’) that Ednition maintains to ensure it processes and protects personal data in a responsible way, considering the types of personal data that Ednition processes, industry standards, the interests and rights of our customers, and the reasonable cost of implementation. 

Ednition maintains and enforces the following key TOMs as outlined in this SecurityAddendum.

1. Data Governance

1.1 Ednition has implemented an organizational structure, and roles and responsibilities for managing and providing oversight over the processing of personal data.

1.2 A number of governance structures have been implemented to ensure that data privacy and protection matters are reviewed by appropriate management within Ednition. Ultimate accountability for data privacy and protection is held by the Ednition’s management and is supported by designated roles throughout the business. 

2. Policies, Processes and Guidelines

2.1 Ednition has implemented and maintained policies, processes, standards and guidelines that detail how Ednition employees are expected to process personal data.

2.2 Ednition has defined and communicated privacy statements that provide information about how personal data is processed.

3. Data Protection by Design

3.1 Ednition is committed to implementing reasonable measures to support its clients’ ability to comply with data protection laws. As far as possible, the principles of data protection by design and by default are applied during the development and delivery of Ednition products, services and solutions. 

4. Data Landscape

4.1 Ednition has implemented processes to identify, record, assess and maintain an accurate understanding of the personal data that Ednition processes.

4.2 Ednition maintains a record of the personal data processed in accordance with applicable data protection laws.

5. Information Lifecycle Management

5.1 Ednition has implemented policies and processes to ensure that personal data is processed appropriately throughout its lifecycle (from collection through to use, retention, disclosure and destruction).

5.2 Data protection laws, in certain countries, provide data subjects with specific rights in relation to their personal data. Ednition is committed to upholding these rights and ensuring that Ednition responds to data subject requests in a transparent, fair, ethical and lawful way.

5.3 Ednition has implemented a Data Subject Rights Policy and data subject requests process to uphold data subject rights in accordance with applicable data protection laws.

5.4 Ednition maintains a record of all data subject requests received and the actions taken to respond to these requests. Ednition will provide all reasonable support to clients in responding to data subject requests, where requested, and in accordance with the agreements with them. 

5.5 Ednition maintains a Records Retention, Archiving and Disposal Policy that is supported by records retention schedules that are aligned to applicable laws. Ednition only retains personal data where there is a legitimate business purpose and in accordance with its obligations under law. Ednition destroys, deletes or de-identifies personal data when the retention period lapses and there is no legitimate business reason to retain the personal data for a longer period. 

5.6 Ednition keeps the personal data processed on behalf of its customers in accordance with customer requirements and will destroy, delete, de-identify or return personal data when requested, to the customer, and where there are no further obligations to retain the personal data under applicable law. 

5.7 Ednition has implemented all reasonable efforts to ensure that personal data is accurate, complete and up to date.

5.8 If applicable, Ednition relies on Standard Contractual Clauses to support the lawful transfer personal data outside of the country where it was originally collected and have appropriate agreements in place with Ednition subsidiaries, affiliates, processors, sub-processors and clients to support cross-border transfers. 

6. Security for Privacy

6.1 Ednition’s data privacy and protection and information security teams work together to ensure that appropriate data protection governance and control is implemented to protect the confidentiality, integrity and availability of personal data. 

7. Breach Response and Notification

7.1 Ednition has policies, processes and procedures for identifying, detecting, responding, recovering and notifying appropriate stakeholders in the event of a personal data breach.

7.2 Ednition is committed to ensuring that Ednition notifies applicable data protection authorities, affected clients and affected data subjects in the event of a personal data breach in compliance with applicable data protection laws and any contractual commitments. 

7.3 Ednition maintains a record of all personal data breaches and the actions taken to respond to these events.

8. Third Party Management

8.1 Ednition is accountable for the actions of its processors (i.e. sub-processors) who process personal data on Ednition’s behalf and assesses the ability of our processors to protect personal data at the time of selection and on a periodic basis thereafter in accordance with Ednition policies. 

8.2 Ednition processors are required to sign appropriate agreements that govern the processing and protection of personal data. Ednition has undertaken all reasonable efforts to ensure that data protection agreements are in place with its processors. 

9. Information Security

9.1 Ednition has established a group wide Information Security Management System (‘ISMS’) which is aligned to leading information security practices and standards from around the world including the SOC 2 Type 1 framework. 

10. Human Resources

10.1 Ednition require that Ednition employees (including contractors and temporary employees) agree to maintain the confidentiality of Ednition’s internal and client data (including personal data). 

10.2 Ednition employees are responsible for ensuring that they act in accordance with the information security policies, processes, standards and guidelines in their day-to-day business activities.

11. Access Controls

11.1 Ednition has an Access Control Policy, supporting procedures and logical and physical access measures, to ensure that only authorized persons have access to information based on the principles of least privilege.

11.2 Access reviews are periodically performed on IT assets, applications, systems and databases to ensure only authorized individuals have access.

11.3 Ednition processors (i.e. sub-processors) must access Ednition systems using named accounts. Generic accounts and/or sharing of credentials is prohibited unless an exception is expressly authorized by management or clients.

11.4 Ednition has undertaken reasonable efforts to strictly limit the number of privileged users on its applications, systems and databases.

12. Operational Security

12.1 The Ednition Information and Technology (‘I&T’) function is responsible for managing Ednition applications, systems, databases and infrastructure. I&T documents, maintains and implements all IT operational policies and procedures. 

12.2 Ednition has a policy and supporting procedures for managing changes to our business processes, applications, systems, databases and infrastructure. Ednition has established several governance structures to review and approve any changes based on the size and scope of the change and strategic objectives. All requests and their outcomes are logged and documented. 

12.3 Ednition has established a threat and vulnerability management program supported by industry standard tools for identifying, managing and mitigating risks to company information including the personal data of employees and clients. This includes next generation Endpoint Detection and Response (‘EDR’) for Anti-Virus and Anti-Malware tools, regular scanning of environments, patching protocols and management of remediation and improvement activities. 

12.4 Capacity requirements are continuously monitored and regularly reviewed. Systems and networks will be managed and scaled in line with these reviews.

12.5 System availability includes architecture, high-availability design, and/or backups based on the risk and availability requirements for each system. The method for maintain system availability or recovery, including the scope and frequency of back-ups is determined based on Ednition business requirements, including client requirements, and the criticality of the information. Monitoring of backups is performed to ensure the successful completion of back-ups, as well as manage any back up issues, exceptions or failures. 

12.6 Ednition applies reasonable efforts to maintain audit logging on applications and systems. Logs are periodically reviewed and are available for investigation purposes. Access to logs is strictly limited to authorized personnel only. 

13. System Acquisition, Development and Maintenance

13.1 Ednition has a Security Architecture and Design Policy and supporting standards and procedures to ensure that security by design principles are applied within the software development life-cycle. 

13.2 Ednition does not allow production, client, personal data or any confidential information to be used for testing purposes. In exceptional cases, production or client data may be used with the approval of the relevant client or business owner. 

14. Third Party Management

14.1 Ednition has a Third-Party Security Policy and supporting procedures to ensure that information assets are protected when Ednition engages third party service providers and/or processors. This includes requirements for information security due diligence and information security risk assessments to be performed, in order to ensure: 

14.1.1 InformationSecurity requirements are clearly articulated and documented in the agreements with Ednition processors;

14.1.2 Ednition processors implement the same level of protection and control as Ednition;

14.1.3 Processors are required to report any suspected or actual information security incidents to Ednition in a timely manner.

14.2 Ednition has undertaken reasonable efforts to ensure that appropriate agreements are in place with processors who have access to Ednition information, applications, systems, databases and infrastructure. These agreements include Ednition information security standards for ensuring the confidentiality, integrity and availability of Ednition information. 

15. Information Security Incident Management

15.1 Ednition has policies, processes and procedures for identifying, detecting, responding, recovering and notifying appropriate stakeholders in the event of an information security incident, including personal data breaches. This includes mechanisms for performing a root cause analysis and undertaking corrective actions. 

15.2 Ednition has established group wide security operations to proactively monitor and manage all network and computing assets. This is supported by technical tools for information security incident response and recovery. 

16. Compliance

16.1 Ednition has established roles and responsibilities for identifying laws and regulations that affect Ednition business operations. Responsibility for compliance with laws and regulations are established at a group and regional level to ensure Ednition meets global and local requirements. 

16.2 Ednition is driving a consistent approach to information security across its business operations. Ednition products, services and solutions are certified against SOC2 Type 1 framework and are audited on an annual basis in accordance with this standard.