PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WHEN USING Anywhere Academy International Ltd (“this website”, “We”, “A2i”, “A2i.education”).
For the purposes of these terms a “Tutor” is an individual or an agency who has registered with A2i in order to provide tuition services to prospective tutees.
Tutees arranging tuition should be 18 or over. Any student under the age of 18 should get a parent or guardian to arrange tuition on their behalf. We do not advise that any person under the age of 18 should use the website to contact tutors without the supervision of a parent or guardian at all times. For the purposes of these terms “tutee” refers to any individual looking to set up tuition with a tutor or agency. We advise that all tutees and parents setting up tuition request to see the tutors DBS check and ensure that the tuition is always set up in a way that safeguards children.
1.1 We are Anywhere Academy International Ltd (A2i),
1.3 When you use this website, you agree to be bound by these Terms. Please read these Terms carefully before you start to use A2i. If you do not agree to be bound by these Terms, you must not use this website. A reference to “you” or “your” is a reference to any user of A2i.
Reference to “us” or “our” refers to Anywhere Academy International Ltd, the sole owner of A2i.
1.4 In these Terms words implying the singular shall include the plural and vice versa and words implying the masculine gender shall include the feminine gender and vice versa.
1.5 These Terms supersede all previous terms of business.
1.6 We recommend that you print and keep a copy of these Terms; they are a legally binding agreement between you and us. We may change these Terms at our discretion by updating them on the A2i website. The then current version of these Terms will apply whenever you use this site. Please check this page from time to time and take notice of any changes.
2. Our Rights
2.1 The copyright and all other intellectual property rights related to this Website (including all database rights, trademarks, service marks, trading names, text, graphics, code, files and links) belong to us. This also extends to all the physical resources we sell through the website. All rights are reserved.
2.2 You may download material from this website for personal use, or for tutors to use with their students. However, you must not modify or republish any material from this Website without our prior written consent. Any content that is clearly marked with a purchase price must be purchased for the price advertised for each and every copy of the document.
2.3 This Website contains links to sites operated by third parties. We have no control over their individual content. We, therefore, make no warranties or representations as to the accuracy or completeness of any of the information appearing in relation to any linked site. We do not recoA2ind any products or services advertised on any other website. If you decide to access any third party website from this one, you do so at your own risk.
Please note that where we link to other resources outside of our site you must comply with the terms of the third-party site as they have full ownership over this content.
2.4 The details of the tutors and tutoring agencies available on this Website are provided to us by third party tutoring agencies, private tutors or teachers for your information. Although we try our best to verify all the tutors who sign up to our website, we are not responsible or liable for the material they tutor. All complaints relating to individual tutors or tutoring agencies should be sent to those individuals directly. Where you want to make a complaint about a tutor we do encourage parents and students to leave feedback via your login area.
3. Products Purchased (Not Tuition Services)
3.1 The products sold on the Anywhere Academy International Ltd website are protected by copyright. You do not have permission to use or distribute these materials for coA2ircial benefit without prior consent. All resources are intended for personal use by students, tutors and parents. They must not be photocopied, photographed, or shared on the internet in anyway under any circumstance. Distribution of any content contained within our products will be seen as an infringement of copyright law and is strictly prohibited.
3.2 You can ask for a refund on any item you purchased as long as the item remains unopened. As soon as any product is opened it is assumed it is used and will not be eligible for a refund. Where refunds are provided, this will only be for the value of the original purchase price and will not include any postage costs. We do not accept any responsibility or liability relating to postage of returned items.
3.3 Where customers make errors with orders, such as but not limited to address errors, we are not responsible for rectifying issues relating to such errors. In some instances, we may offer goodwill gestures but this will be at our discretion. If an item is not received as a result of an error made by the customer then we will look to help where we can, but we will not be liable for any losses relating to this.
3.4 Royal Mail is our selected courier for the vast majority of parcels and deliveries. We will not be held liable for any delays in postage relating to the Royal Mail service. In periods of high demand, such as Christmas time, it may take longer for you to receive parcels than the estimated timescales stated on our site. Please take account of this when ordering, and check the Royal Mail websites for any updates on service interruptions or delays.
3.5 Any materials that are purchased through the A2i website or associated platforms are non-refundable at the point of them being opened. In certain circumstances, refunds may be offered but this is up to the discretion of A2i. Under no circumstances will return postage and packaging be paid for by A2i.
Updated Terms: Due to the unprecedented circumstances of current times we are actively reviewing our refund policy. Currently, we will not be accepting returns or refunds for any products purchased until further notice.
4. Service Terms for Tutors and Agencies
4.1 Tutors are at least 18 years of age and must on request provide electronically scanned copies of any references, proof of qualifications and proof of identification. Photos of tutors may be used in advertising and promotional materials, in signing up you provide your full consent to this marketing activity.
A2i will not accept any identification documentation, qualifications or any other documents via post and shall not be held responsible in the event that documents sent are not received, not returned or end up getting lost.
4.2 All prices quoted for tuition services on A2i must be adhered to, and you take full responsibility for any price quoted. A2I sets hourly rates which you must stick to. You must not charge anything in addition to these rates including but not exclusive to: taxes, travel costs and printing costs.
4.3 Tutors shall never under any circumstances be personally abusive towards tutees or anyone else. Tutors should acknowledge that tutees are entitled to submit feedback in relation to you, your profile and your tuition services.
You acknowledge that we retain the right to remove, edit and publish feedback where we see fit.
4.4 Tutors must acknowledge that you are not an employee of A2i or any of our affiliated companies and you accept full responsibility for all income tax, national insurance and other taxations or employment related responsibilities in connection with the tuition services you provide.
Tutors must be clear with everyone that you are not an employee of A2i and you do not represent our business in anyway.
4.5 As a tutor or tuition agency, you must agree to indemnify A2i, without limitation and on a continued basis; in respect of any, National Insurance contributions, Income Tax and any other liability, contribution, deduction or claim arising from or made in relation to your use of the A2i service. This indemnity will include but not be exclusive to, all reasonable costs, expenses and any penalty, fine or interest incurred or payable by A2i in relation to any such liability, contribution, deduction, assessment or claim.
4.6 Tutors acknowledge and agree to details entered by you on A2i, being publically visible on our site and in search engine results.
4.7 Tutors will respond to any enquiry by tutees within 2 days of receipt. The profiles of tutors who repeatedly take longer than this may be removed from search results.
4.8 You must at all times conduct yourself in a professional and appropriate manner, both in dealing with A2i and with tutees.
4.9 Tutors must pay all agency fees due to A2i on time. Invoices will be sent out on a monthly basis (weekly for online tuition) on the last day of each month. Invoices should be sent back to A2i with the appropriate fee by the 3rd of the month, so within 7 days of receiving your invoice.
5. Tuition Contract
In these Terms, Tuition contract means an arrangement for a Tutor to perform services for a Tutee as agreed between the Tutor and the Tutee.
5.1 When tutees and tutors arrange tuition the contract for this service is between the individuals and not with A2i. A2i simply facilitate tutees finding tutors, we are in no way related or bound by any contract made between the tutor and tutee. In most instances, tutors will adopt a cancellation policy where tutees will be required to give a minimum of 24 hours notice otherwise the full lesson fee will be payable. Whether this cancellation is implemented as such is up to the discretion of each individual tutor and the contract they have with the tutee, whether this be a verbal or written contract.
5.2 A2i holds no responsibility or liability for the details within the contract between tutor and tutee and is not responsible for the execution of any terms that are agreed between the two parties involved.
Simply put the individual arrangements made between a tutor and tutee are between these two parties and although A2i will advise to best facilitate this tuition contract we will not be held accountable for the details of the contract or either party adhering to the terms of such as a contract.
6.1 Whilst we endeavour to ensure that any material from this Website is not contaminated in any way, we do guarantee that any material will be free from viruses.
6.2 Due to the nature of software and the internet, we do not warrant that your access to, or the running of, this Website will be uninterrupted or error free. We may suspend, withdraw, discontinue or change all or any part of Website without notice. We shall not be liable if we cannot process your details due to circumstances beyond our reasonable control.
6.3 The information provided by our website is for general interest only and does not constitute specific advice. Materials provided by our site are for guidance purposes only. We do not advise their sole use as a means of securing a certain grade in any examination.
6.4 We make no warranty or guarantee that the information we provide on this site complies with laws other than those of England.
7.1 We will not be liable for any failures due to software or Internet errors or unavailability, or any other circumstances beyond our reasonable control.
7.2 We will not be liable to you for any loss or damage, whether in contract, breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:
– Use of, or inability to use our website and all the revision materials associated with it.
– Any direct or indirect cost, relating to any third parties that advertise or promote their services on our site, including tutors and agencies.
– We are not responsible and have no liability relating to the services provided by the third-party tutors or any other third party that advertises through our site.
7.3 You agree not to use this Website for any commercial or business purposes other than what has been agreed in these terms and conditions. Any other commercial use, outside of these terms can only be granted with written consent from ourselves.
7.4 We have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity regardless of any contract you may have with A2i.
7.5 We will not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of A2i or the use of any of our academic revision materials.
7.6 When tutors and agencies sign up, or when users of the site complete a “contact form” for any purpose, your details (including your email address) will be stored and may be used for marketing purposes. We do not accept any liability for any subsequent communications that you receive directly from third parties.
8. Contact and Feedback
8.1 All notices and any formal documentation shall be given to us, by email at or by post to our address provided at the beginning of these Terms.
8.2 If you have registered to use our services then we may serve a notice on you by email at the email address provided to us at the point of registration. It is your responsibility to update us with any email changes and to make sure you have confirmation of the update on our system.
8.3 All notices sent by email will be deemed to have been received on the day that they are sent or, if sent on a national holiday in England or on a Saturday or Sunday, the next working day following the day on which the email was sent. All notices sent by post will be deemed to have been received 3 working days after the date of posting.
8.4 We try to ensure that all customer feedback is dealt with swiftly and consistently. We welcome any suggestions that you make about how we may improve our service. Please submit the Contact Us form to provide your feedback on A2i revision materials, tutors or anything else relating to the site.
9.1 We may from time to time change the content of the A2i website. Any amendments to these Terms will be made available on the site. Therefore, please check this webpage regularly to ensure you are aware of the changes that have been made.
9.2 If a court decides that any part of these Terms cannot be enforced, that particular part of these Terms will not apply, but the rest of these Terms will. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under these Terms shall not prevent the exercise of that or any other right. You may not assign or transfer any benefit, interest or obligation under these Terms. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.
9.3 If you are a consumer user, please note that these Terms and their subject matter and formation (including any non-contractual dispute or claim) are governed by English Law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident in Scotland, you may also bring proceedings in Scotland.
10.1 Our complaints procedure is as follows:
– Complaints relating to our site or content displayed on our site will be responded to within 7 workings days where an appropriate telephone number and email address have been provided and the complaint is deemed relevant by us.
– We will look to escalate unresolved complaints as we see fit.
– We hold the right to close a complaint and advise the discontinued use of our site if a user is still unhappy with the outcome of the complaint.
10.2 Complaints relating to any third party accessed via this site should be sent to the third party directly. We will acknowledge such complaints and look to remove third parties that consistently offer a poor service but we are in no way responsible or accountable for the service they provide; therefore any such complaint will not be progressed through our complaints system.
11.1 Resources uploaded to the A2i site are checked for accuracy and reliability. However, we cannot guarantee the relevancy or usefulness of these resources. Under no circumstances should these resources form the basis of any advice and should only ever be used alongside resources that have been provided by qualified professionals.
11.2 A2I is not responsible or liable for any exam results, school performance or progression of any person using the resources presented on our site, regardless of whether or not a person has paid for these resources.
11.3 Where a resource is purchased, a preview will be made available. Therefore, under no circumstance will a refund be given for any resource sold.
11.4 Under no circumstance can any of our resources be hosted on another website of any kind or redistributed via Social Media or any other platform. Other sites may link to our resources but under no circumstance should host these.
11.5 The uploading of our content or any material that is found within our site to any other webpage or social media page is prohibited and any such action could face a legal challenge. We do not permit the use of our free or purchased resources outside that of the personal and private use of the person who has accessed them. Tutors that decide to use material from our site for tuition purposes should direct students to the A2I site where they can access the resources directly. Resources and website material should under no circumstances be shared in any online or offline activity, although linking to them is acceptable.
12. Schools and Educational Institutions
12.1 Where schools, colleges or educational institutions work directly with a tutor through any one of our platforms, it is their sole responsibility to ensure that the tutor meets the requirements of their establishment. This includes but is not limited to safeguarding and professional checks.
12.2 We do not undertake any prohibited from teaching checks as this is the responsibility of each individual institution, which in certain circumstances it is mandatory and others it is not. We do not provide guidance as to when a prohibited from teaching check has to be undertaken.
12.3 Where schools or institutions choose to work with our service we will endeavour to secure the lowest fee for the service provided. We aim to make sure that the tutors we supply are experienced and have a DBS check. Although we make every effort to ensure that all paperwork we are supplied with is authentic, it is up to each individual establishment to ensure that their records for each tutor or teacher are up to date and meet the safeguarding criteria set by that school.
12.4 Where we facilitate payment between schools, educational institutions and private tutors, it is to be noted that this facility does not impact upon the employment status of the private tutor. All private tutors working through Anywhere Academy International Ltd do so on a self-employed basis.
12.5 We are not responsible or liable for the wellbeing or academic performance of students being taught by a tutor we supply. Institutions must have their own internal procedures to safeguard children and to monitor their academic progression.
Who we are
We are Anywhere Academy International Ltd (a2i.education)
We provide academic resources and lists of tutors and tutoring agencies in many locations across the country.
A reference to “you” or “your” is a reference to a user of the A2i website or any of our related services.
If you have any queries about the policy, our use of your personal information contact us via the website and we will address any concerns you may have.
The information we collect about you is used in the following ways:
– Pass your messages on to our advertisers including third parties who work with us.
– Improve the features and services we offer.
– Support our own marketing and promotion efforts.
– Provide you with information about products and services that we feel are relevant to you.
Personal information collected
When you visit or use the site, you may be asked to provide certain information about yourself, including your name and your contact details.
All of the forms where you might enter personal information on our Site have tick box options to enable you to accept or decline to our use of Your Information for marketing purposes. We always use the most recently submitted form to be your current consent status. If you are a registered user, but not signed in when you submit a form, we won’t be able to use your saved settings so will deem your consent choice to be as per the form you submit at the time.
Registering with us
If you register with us, we save the details you provide and use them to enable us to personalise the service we offer to you. You can update your details at any time by contacting us.
Who has access to the information you provide or we collect
We retain access to all personal information that we have collected from you. We retain the right to use tutor’s information and photographs for marketing activity and sign up to our tuition service automatically opts you into this as a tutor.
When you select to use the service of one of the tutors listed on A2i, those agencies or tutors may have access to your Information. Their use of your personal information is governed by their privacy policies. We are not responsible for the privacy policies and practices of any tutor, agency or website, even if you access them using links from our site or if you can access our site through their site. We, therefore, recoA2ind that you check the policy of each website that you visit.
If we offer or supply a service to you that is provided on our behalf of a third party we may have to pass your Information to them in order to deliver the service. By using this site you consent to us providing your Information to the third parties licensed by us to provide such services. We will not otherwise disclose, sell or distribute your information to any third party, not associated with us without your permission unless we are required to do so by law.
Access to, changing or removing the information we hold
Registered users of A2i can update their information by logging into their A2I account and following the instructions provided. In order to ensure our service remains relevant to you, we encourage you to update your contact details as and when they change.
Changes to the policy
We may change this policy from time to time as we add new services or features or in response to changes in the law or our commercial arrangements. Any changes to this policy will be posted on this site. Users of the site are advised to check these terms regularly.
This Agreement is made on 22/01/2019
Parties to this Agreement:
(1) Anywhere Academy International Ltd incorporated and registered in Companies House with company number 10666097.
(2) Anywhere Academy International Ltd incorporated and registered in Companies House with company number 10666097 whose registered office is at reg] (the “Sub-Processor”)registered address as per Companies house details.
Background and Scope
The Processor has been appointed by a Data Controller to process personal data on behalf of the Data Controller.
The Processor wishes to engage the Sub-Processor to perform certain processing Services on its behalf on personal data as detailed in clause 3 of this Agreement.
In compliance with the provisions of Article 28 and 29 of the General Data Protection Regulation ((EU) 2016/679) (GDPR), the Processor and the Sub-Processor wish to enter into this processing Agreement.
The parties hereby mutually agree the following:
1. Definitions and Interpretation
1.1 In this Agreement the following words and phrases have the following meanings, unless inconsistent with the context or as otherwise specified:
“Annex” means the annex to this Agreement and which forms part of this Agreement;
“Data Protection Regulation or General Data Protection Regulation (GDPR)” hereafter referred to as the Regulation, means 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;
“Processor, data processor, data subject, personal data, special categories of personal data, personal data breach, supervisory authority, third parties, processing and appropriate technical and organisational measures”: as set out in the Data Protection Legislation in force at the time;
“Confidential Information” means all information disclosed by a party to the other party pursuant to this Agreement which is either designated as proprietary and/or confidential or by its nature or the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential, including (but not limited to), information on products, customer lists, price lists and financial information;
“Data Protection Legislation”: means the Data Protection Act 2018, which incorporates the General Data Protection Regulation ((EU) 2016/679) (GDPR);
“Services” mean the Services as described in clause 3 of this Agreement;
“Sub-contract” and “sub-contracting” means the process by which either party arranges for a Third Party to carry out its obligations under this Agreement;
“Sub-Processor” means the party to whom specific processing obligations are sub-contracted as described in clause 3;
“Data Controller” means the Data Controller(s) that the Processor has an Agreement with relating to the processing of personal data.
“Processing/Processing Operations” means a processing operation or set of processing operations with respect to personal data or sets of personal data, carried out by means of automated processes or otherwise, such as collection, recording, organisation, storage, updating or modification, retrieval, consultation, use, dissemination by means of transmission, distribution or making available in any other form, aligning or combining, blocking, erasure or destruction.
“Third Party” means a natural or legal person, public authority, agency or body other than the data subject, Controller, processor and persons who, under the direct authority of the Controller or processor, are authorised to process personal data.
2.1 In consideration of the Processor engaging the Services of the Sub-Processor to process personal data on its behalf, the Sub-Processor must comply with the security, confidentiality and other obligations imposed on it under this Agreement and any applicable Data Protection Legislation or any other relevant laws.
2.2 In return for the provision of the Services by the Sub-Processor, the Processor shall pay the Sub-Processor the amounts as agreed in the Annex.
3. Description of the Services
3.1 The Processor hereby confirms the following instructions to the Sub-Processor with regard to the Services it is to render:
A brief description of the Services and processing activities
Collect Data via online Forms and restrict to storagewith no physical records.
The subject matter of the processing
Registration, Subscription, service agreement and other tuition or delivery purposes, communications between business and subscribers
The duration of the processing
Records kept up to 5 years after the agreement terminates.
The nature of the processing
Communication, service delivery
The type/categories of personal data being handled
Personal, email data, DBS, contact details
The purpose of the processing
Communication, service delivery
The categories of data subjects to whom the personal data relates
Subscribers, students, parents, tutors, volunteers
3.2 The Processor must ensure that it has all necessary appropriate consents and notices in place, to enable lawful transfer of the personal data which belongs to the Data Controller to the Sub-Processor, for the duration and purposes of this Agreement.
4. Obligations of the Sub-Processor
The Sub-Processor agrees to:
4.1 Process the personal data only on the written instructions from the Processor, including with regard to transfers of personal data to a third country or an international organisation, unless required doing so by Union or Member State law to which the Sub-Processor is subject. In such a case, the Sub-Processor must:
Inform the Processor of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
Guarantee an adequate level of protection for such processing; and
Provide evidence of the level of protection described in (b) above to the Processor.
4. 2 Perform any processing operations for only as long as and to the extent that is necessary for the performance of this Agreement. The Sub-Processor must, without delay, inform the Processor if, in its opinion, an instruction constitutes a violation of the GDPR or any other Data Protection Legislation.
4.3 Processing must occur under the responsibility of Data Controller. Neither the Processor nor the Sub-Processor or any natural person acting under the authority of the Processor or Sub-Processor, have any control over the purpose and means of the processing and must not take decisions on matters such as the use of personal data, the retention period of the personal data processed by the Sub-Processor, and the disclosure of personal data to Third Parties. If the Sub-Processor has an independent obligation on the basis of statutory regulations or rules of professional conduct that apply to the Sub-Processor, the Sub-Processor must inform the Processor thereof prior to the conclusion of this Agreement. If the Sub-Processors independent obligations change during the term of this Agreement, due to amended statutory regulations or rules of professional conduct, this may be a reason for the Processor to terminate this Agreement. The Processor shall inform the Data Controller about this any such obligation.
4.4 Comply with any applicable Data Protection Legislation and regulations. For the avoidance of doubt, nothing within this Agreement relieves the Sub-Processor of its own direct responsibilities and liabilities under the GDPR or any other relevant Data Protection Laws or regulations.
4.5 Refrain from engaging Third Parties to perform certain work if this results in these Third Parties processing personal data, unless the Processor has given its prior written consent. In that case, the Sub-Processor must be obliged to impose (in writing) all obligations under this Agreement on those Third Parties.
4.6 Forward any questions or requests from data subjects relating to their personal data to the Processor without delay and in any event within 3 working days. Where possible, the Sub-Processor must assist the Processor in meeting its obligations in handling requests by data subjects within the scope of exercising their rights.
4.7 Not disclose or otherwise reveal any personal data that is the subject of this Agreement to a data subject or Third Party, unless otherwise stated in this Agreement or required by law or a court or official authority’s decision. In the event that the Sub-Processor must disclose such personal data due to law or a court or official authority’s decision, the Sub-Processor shall notify the Processor of the disclosure immediately, unless this is prohibited by applicable law or a court or official authority’s decision.
4.8 Considering the nature of the Processing and the data available to the Sub-Processor, the Sub-Processor must provide assistance to the Processor in meeting its statutory obligations with respect to the processing operations that are part of this Agreement, particularly in respect of security and personal data breaches.
4.9 The Sub-Processor shall maintain and make available to the Processor on request, a record of all categories of processing activities carried out on behalf of the Processor containing:
The name and contact details of the Sub-Processor and its Data Protection Officer or Data Representative;
The categories of processing activities performed;
Transfers of personal data to a third country or an international organisation, including the identification of that third country or international organisation;
A general description of the technical and organisational security measures it has implemented.
5. Security measures
5.1 The Sub-Processor must implement the security measures set out in the Annex to this Agreement. In addition, the Sub-Processor guarantees to have implemented adequate and appropriate safeguards with respect to the technical and organisational security measures relating to the processing operations to be performed, as required by the Data Protection Legislation.
5.2 The security measures the Sub-Processor have implemented as per this clause 5 must have a level of security appropriate to the nature of the personal data and the scope, context, purposes, costs of the security measures and the risks of the processing.
5.3 The Sub-Processor must take account in assessing the appropriate level of security the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
5.4 The Sub-Processor must be able to evidence to the Processor its compliance with the policy rules or guidance of the supervisory authority, or must be able to demonstrate that the technical and organisational measures that it has implemented provide at least an equivalent level of protection. If these policy rules or guidance are amended, the Sub-Processor must ensure and demonstrate that the level of protection it provides complies with these policy rules or guidance within 3 months of publication.
5.5 The Sub-Processor must apply the codes of conduct and certifications approved by the supervisory authority unless the Sub-Processor is able to demonstrate that the measures it has implemented guarantee at least a comparable level of protection or that the relevant codes of conduct and certifications do not apply to the processing operations under this Agreement.
5.6 The Sub-Processor must periodically, but at least once a year, evaluate whether the level of protection remains adequate in view of the state of the art, the nature of the personal data processed and the scope, context, purposes, and risks of the Processing. The Sub-Processor must report on this in writing to the Processor.
5.7 The Processor has the right to inspect the manner in which the Sub-Processor complies with the security measures at any time. Any costs of an inspection must be borne by the Processor. The Sub-Processor must provide all information necessary to demonstrate compliance with the obligations laid down in this Agreement in a timely manner.
6. Data Breaches
The Sub-Processor, taking into account the nature of processing and the information available to the Sub-Processor, shall:
6.1 Assist the Processor in meeting its obligations to keep personal data secure;
6.2 Notify the Processor without undue delay upon the Sub-Processor becoming aware of a Personal Data Breach affecting the personal data which is the subject of this Agreement.
6.2.1 Such notification shall as a minimum:
Describe the nature of the personal data breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of personal data records concerned;
Communicate the name and contact details of Sub-Processor’s data protection officer or other relevant contact from whom more information may be obtained;
Describe the likely consequences of the personal data breach; and
Describe the measures taken or proposed to be taken to address the personal data breach.
6.2.2 Co-operate with the Processor and to take such reasonable commercial steps as are directed by the Processor to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
6.3 The Processor is responsible for immediately notifying the Data Controller about any Personal Data Breach as described in this clause 6.
7.1 The Sub-Processor ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
7.2 In particular, the Sub-Processor agrees that, save with the prior written authorisation of the Processor, it must not disclose any personal data supplied to the Sub-Processor by, for, or on behalf of, the Processor to any Third Party.
7.3 The Sub-Processor must not make any use of any personal data supplied to it by the Processor otherwise than in connection with the provision of Services to the Processor and as agreed in this Agreement.
7.4 The obligations in clauses 7.1, 7.2 and 7.3 above must continue for a period of five years after the cessation of the provision of Services by the Sub-Processor to the Processor.
7.5 Nothing in this Agreement must prevent either party from complying with any legal obligation imposed by a regulator or court. Both parties must however, where possible, discuss together the appropriate response to any request from a regulator or court for disclosure of information.
8.1 The Processor is not liable for any damage suffered by the Sub-Processor as a result of a failure to comply with the GDPR or other laws or regulations.
8.2 The Sub-Processor indemnifies the Processor against claims by the Data Controller or Third Parties on the grounds of damage resulting from failure to comply in a correct, complete or timely manner by the Sub-Processor with the provisions of this Agreement. This indemnification applies not only to the damage that the Data Controller or Third Parties may have suffered (both material and immaterial), but also to the costs the Processor must incur in connection therewith, for example in any legal proceedings, and to the costs of any fines imposed on the Processor as a result of acts by the Sub-Processor.
8.3 The Sub-Processor is liable for all damage suffered by the Processor as a result of the failure by the Sub-processor to comply, or to comply correctly or fully, with the obligations set out in this Agreement or failure to comply, or to comply correctly or fully, with the agreed instructions relating to the performance of this Agreement or any obligations under the Data Protection Legislation.
9. Price and payment
9.1 The Processor agrees to pay the Sub-Processor for the Services the amounts described in the Annex.
9.2 Any amount mentioned in this Agreement is VAT exclusive.
9.3 Invoices must be paid within a period of 7 days following receipt thereof.
10. Audits and Inspections
The Sub-Processor agrees to:
10.1 Make available to the Processor all information necessary to demonstrate compliance with the obligations laid down in this Agreement and Article 28(3)(h) of the GDPR;
10.2 Allow for and contribute to audits, including inspections, conducted by the Processor or another auditor mandated by the Processor.
10.3 Inform the Processor if, in its opinion, an instruction pursuant to this section infringes the GDPR or other Union or Member State Data Protection Legislation.
11. Transfer to third countries
11.1 The Sub-Processor may not, without the prior written consent of the Processor, transfer personal data outside the European Economic Area (EEA). If the Processor approves of such transfer, the Standard Contractual Clauses will apply to personal data that is transferred outside the EEA, to any country that is not recognised by the European Commission as providing an adequate level of protection for personal data. Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply if the Sub-Processor has adopted Binding Corporate Rules for Processors or an alternative recognised compliance standard for the lawful transfer of personal data (as defined in the GDPR) outside the EEA.
11.2 The Processor shall within reasonable cause be entitled to withdraw its consent to third country transfers provided under clause 11.1. In such case, the Sub-Processor shall immediately cease with the transfer and shall, upon the Processor request, provide written confirmation of this.
12. Term and Termination
12.1 This Agreement shall continue in full force and effect for the duration of our contract and one yeas after contract as ceased.
12.2 Either Party has the right to terminate the Agreement, partially or entirely, forthwith by sending a written notice of termination to the other party specifying the reasons for the termination, if any of the following events occur:
12.2.1 The other party materially breaches any of its obligations under this agreement;
12.2.2 The other party breaches any of its obligations under this Agreement and, notwithstanding a written request from the non-breaching party to remedy such a breach, fails to comply with such a request within a period of 30 days following such notice;
12.2.3 An event of force majeure prevails for a period exceeding 3 months; or
12.2.4 The other party becomes insolvent or enters liquidation, a petition in bankruptcy is filed for it or a receiver is appointed.
12.3 Upon the termination or expiry of this agreement, any rights and obligations of the parties, accrued prior to the termination or expiry thereof shall continue to exist.
12.4 Within 30 days following termination of this Agreement the Sub-Processor shall, at the direction of the Processor, either:
(a) Return all personal data passed to the Sub-Processor by the Processor or on its behalf for processing; or
(b) On receipt of instructions from the Processor, destroy all such data unless the Sub-Processor is prohibited from doing so by any applicable law.
12.5 The Sub-Processor may retain personal data to the extent required by Data Protection Legislation and only to the extent and for such period as required by Data Protection Legislation and always provided that the Sub-processor must ensure the confidentiality of all such personal data and must ensure that such data is only processed as necessary for the purpose(s) specified in the Data Protection Legislation requiring its storage and for no other purpose. If this applies, the Sub-Processor must inform the Processor of this obligation prior to the conclusion of the Agreement.
12.6 The costs of collecting and transferring personal data upon termination of this Agreement must be borne by the Sub-Processor. The same must apply to the costs of the destruction of the personal data. The Processor must be entitled to have a Third Party expert determine whether the data is indeed no longer present in the Sub-Processor systems. The costs for this Third Party expert must be borne by the Sub-Processor if the expert finds that the Sub-Processor have failed to destroy the personal data correctly, completely or in time.
12.7 The Sub-Processor must provide written certification to the Processor that it has fully complied with this section within 30 days of the termination date.
13. Transferability of the Agreement
13.1 Unless the parties have jointly agreed otherwise in writing, neither party shall be permitted to transfer this Agreement and the rights and obligations under this Agreement to another party.
14. Entire agreement
14.1 This Agreement contains the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in force between the parties.
14.2 Any amendments to this Agreement, as well as any additions or deletions, must be agreed in writing by both the parties.
14.3 Whenever possible, the provisions of this Agreement must be interpreted in such a manner as to be valid and enforceable under the governing law stated as per clause 17.
14.4 A change in the personal data processed, the reliability requirements or the privacy regulations, including the GDPR, or any requirements of the Processor’s client, the Data Controller, may give cause to supplement or amend this Agreement. If this leads to significant adjustments in this Agreement, or if the Sub-Processor is unable to provide adequate protection, this may be a reason for the Processor to terminate this Agreement.
15.1 Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement must remain valid and in force. The invalid or unenforceable provision must be either:
(i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible,
(ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
16. Notifications under the Agreement
16.1 All notices under this Agreement from one party to the other shall be in writing and delivered by email, messenger or registered mail to the parties’ above-mentioned address or to the addresses last registered with the Companies House.
16.2 Notices shall be deemed to have been received by the recipient:
If delivered by courier; at the time of delivery,
If sent by registered mail: on the 3rd working day after submission for postal conveyance to the party’s postal address specified in the introduction or to the addresses last registered with the Companies House, or
If sent by email: following confirmation of receipt by the other party.
17. Governing Law
17.1 This Agreement must be governed by and construed exclusively in accordance with the national law of the Member state in which the Processor is established.