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DATA PROCESSING AGREEMENT
VRETTA INC.
This Data Processing Agreement (“Agreement“) forms part of the Contract for Services
(“Principal Agreement“) between the User or Data Controller: ___________________________ and
the Data Processor or Processor: Vretta Inc., together known as the “Parties”.
WHEREAS
(A) The User acts as a Data Controller.
(B) The User wishes to subcontract certain services, which imply the processing of personal data,
to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the
requirements of the current legal framework in relation to data processing and with the
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, and repealing Directive 95/46/EC (General Data Protection
Regulation).
(D) The Parties wish to lay down their rights and obligations.
THE PARTIES AGREE TO THE FOLLOWING:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement
shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “User Personal Data” means any Personal Data Processed by a Contracted Processor on
behalf of User pursuant to or in connection with the Principal Agreement;
1.1.3 “Contracted Processor” means a Subprocessor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the
data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic
legislation of each Member State and as amended, replaced or superseded from time to time,
including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
CANADA LUXEMBOURG UK USA
200 - 120 Adelaide Street East 6, rue Tubis 20-22 Wenlock Road 300-485 Massachusetts Avenue
Toronto, ON M5C 1K9 L-2629 Luxembourg London N1 7GU Cambridge, MA 02139-4018
Vretta.com | info@vretta.com | Toll Free (Canada/USA): 1(1866) 522-9228
DATA PROCESSING AGREEMENT
VRETTA INC.
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of User Personal Data from the User to a Contracted Processor; or
1.1.8.2 an onward transfer of User Personal Data from a Contracted Processor to a
Subcontracted Processor, or between two establishments of a Contracted Processor, in each
case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data
transfer agreements put in place to address the data transfer restrictions of Data Protection
Laws);
1.1.9 “Services” means the online learning platform (also known as “MathemaTIC”) services the
Data Processor provides.
1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process
Personal Data on behalf of the User in connection with the Agreement.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”,
“Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning
as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of User Personal Data
2.1 Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of User Personal Data;
and
2.1.2 Process User Personal Data on the relevant User’s documented instructions.
2.2 The User instructs Processor to process User Personal Data.
3. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or
contractor of any Contracted Processor who may have access to the User Personal Data,
ensuring in each case that access is strictly limited to those individuals who need to know /
access the relevant User Personal Data, as strictly necessary for the purposes of the Principal
Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the
Contracted Processor, ensuring that all such individuals are subject to confidentiality
undertakings or professional or statutory obligations of confidentiality.
4. Security
4.1 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, Processor shall in relation to the User Personal Data
CANADA LUXEMBOURG UK USA
200 - 120 Adelaide Street East 6, rue Tubis 20-22 Wenlock Road 300-485 Massachusetts Avenue
Toronto, ON M5C 1K9 L-2629 Luxembourg London N1 7GU Cambridge, MA 02139-4018
Vretta.com | info@vretta.com | Toll Free (Canada/USA): 1(1866) 522-9228
DATA PROCESSING AGREEMENT
VRETTA INC.
implement appropriate technical and organizational measures to ensure a level of security
appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the
GDPR.
4.2 In assessing the appropriate level of security, Processor shall take account in particular of the
risks that are presented by Processing, in particular from a Personal Data Breach.
5. Subprocessing
5.1 Authorized Subprocessors. User agrees that Data Processor may engage Subprocessors to
process User Personal Data on User's behalf. The Subprocessors currently engaged by Data
Processor and authorized by User will be provided to User upon written request.
5.2 Subprocessor Obligations. Data Processor shall: (i) enter into a written agreement with the
Subprocessor imposing data protection terms that require the Subprocessor to protect the User
Personal Data to the standard required by Data Protection Laws; and (ii) remain responsible for
its compliance with the obligations of this Agreement and for any acts or omissions of the
Subprocessor that cause Data Processor to breach any of its obligations under this Agreement.
5.3 Authorization of Subprocessors. User agrees that by agreeing to this Agreement it has
reviewed all of the Subprocessors utilized by Data Processor in the processing of User Personal
Data and expressly authorizes Seesaw to utilize those Subprocessors.
5.4 Changes to Subprocessors. When any new Subprocessor is engaged Data Processor will
notify User via email and update list of current subprocessors. User may object in writing to Data
Processor’s appointment of a new Subprocessor provided that such objection is based on
reasonable grounds relating to data protection. In such event, the parties shall discuss such
concerns in good faith with a view to achieving resolution. If this is not possible, User may
suspend or terminate the Agreement.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, Data Processor shall assist the User by
implementing appropriate technical and organizational measures, insofar as this is possible, for
the fulfilment of the User obligations, as reasonably understood by User, to respond to requests to
exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
6.2.1 promptly notify User if it receives a request from a Data Subject under any Data Protection
Law in respect of User Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of
User or as required by Applicable Laws to which the Processor is subject, in which case Processor
shall to the extent permitted by Applicable Laws inform User of that legal requirement before the
Contracted Processor responds to the request.
CANADA LUXEMBOURG UK USA
200 - 120 Adelaide Street East 6, rue Tubis 20-22 Wenlock Road 300-485 Massachusetts Avenue
Toronto, ON M5C 1K9 L-2629 Luxembourg London N1 7GU Cambridge, MA 02139-4018
Vretta.com | info@vretta.com | Toll Free (Canada/USA): 1(1866) 522-9228
DATA PROCESSING AGREEMENT
VRETTA INC.
7. Personal Data Breach
7.1 Processor shall notify User without undue delay upon Processor becoming aware of a
Personal Data Breach affecting User Personal Data, providing User with sufficient information to
allow the User to meet any obligations to report or inform Data Subjects of the Personal Data
Breach under the Data Protection Laws.
7.2 Processor shall co-operate with the User and take reasonable commercial steps as are
directed by User to assist in the investigation, mitigation and remediation of each such Personal
Data Breach.
8. Data Protection Impact Assessment and Prior Consultation.
Processor shall provide reasonable assistance to the User with any data protection impact
assessments, and prior consultations with Supervising Authorities or other competent data
privacy authorities, which User reasonably considers to be required by article 35 or 36 of the
GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation
to Processing of User Personal Data by, and taking into account the nature of the Processing
and information available to, the Contracted Processors.
9. Deletion or return of User Personal Data
9.1 Upon termination or expiration of the Agreement, Data Processor shall (at User's election)
delete or return to User all User Data (including copies) in its possession or control, unless a
student or parent has created an independent account with Data Processor and wishes to
retain their own information. This requirement shall not apply to the extent Data Processor is
required by applicable law to retain some or all of the User Data.
10. Audit rights
10.1 Subject to this section 10, Processor shall make available to the User on request all
information necessary to demonstrate compliance with this Agreement, and shall allow for and
contribute to audits, including inspections, by an auditor mandated by the User in relation to the
Processing of the User Personal Data by the Contracted Processors.
10.2 Information and audit rights of the User only arise under section 10.1 to the extent that the
Agreement does not otherwise give them information and audit rights meeting the relevant
requirements of Data Protection Law.
11. Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU
and/or the European Economic Area (EEA) without proper legal basis. If personal data
processed under this Agreement is transferred from a country within the European Economic
Area to a country outside the European Economic Area, the Parties shall ensure that the
CANADA LUXEMBOURG UK USA
200 - 120 Adelaide Street East 6, rue Tubis 20-22 Wenlock Road 300-485 Massachusetts Avenue
Toronto, ON M5C 1K9 L-2629 Luxembourg London N1 7GU Cambridge, MA 02139-4018
Vretta.com | info@vretta.com | Toll Free (Canada/USA): 1(1866) 522-9228
DATA PROCESSING AGREEMENT
VRETTA INC.
personal data are adequately protected by only transferring Data to countries considered to
have adequate protections by the Commission.
12. General Terms
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the
other Party and its business in connection with this Agreement (“Confidential Information”)
confidential and must not use or disclose that Confidential Information without the prior written
consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in writing and
will be delivered personally, sent by post or sent by email to the address or email address set out
in the heading of this Agreement at such other address as notified from time to time by the
Parties changing address.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of _______________.
13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to
resolve amicably, will be submitted to the exclusive jurisdiction of the courts of _________________,
subject to possible appeal to __________________________________.
IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.
User (Data Controller)
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date Signed: ______________________________
Data Processor
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date Signed: ______________________________
CANADA LUXEMBOURG UK USA
200 - 120 Adelaide Street East 6, rue Tubis 20-22 Wenlock Road 300-485 Massachusetts Avenue
Toronto, ON M5C 1K9 L-2629 Luxembourg London N1 7GU Cambridge, MA 02139-4018
Vretta.com | info@vretta.com | Toll Free (Canada/USA): 1(1866) 522-9228