Terms and Conditions

BRIDGEU PLATFORM TERMS AND CONDITIONS

Last updated: 25 May 2018

PLEASE READ THESE PLATFORM TERMS AND CONDITIONS CAREFULLY. THESE PLATFORM TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBPAGE. BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF THESE PLATFORM TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE PLATFORM TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT ACCEPT THESE PLATFORM TERMS AND CONDITIONS, THEN YOU MAY NOT USE THE SERVICES.

1. INTERPRETATION AND CONTRACT FORMATION

1.1 The definitions set out in Schedule 1 apply in the Agreement.

1.2 In the Agreement, unless the context otherwise requires:

(a) clause, schedule and paragraph headings shall not affect the interpretation of the Agreement;

(b) words in the singular shall include the plural and in the plural shall include the singular;

(c) a reference to one gender shall include a reference to the other genders;

(d) a reference to a statute or statutory provision is a reference to it as it is amended, extended or re-enacted from time to time;

(e) a reference to a statute or statutory provision shall include all subordinate legislation made from time to time;

(f) a reference to writing or written includes email.

1.3 The Order Form shall form part of the Agreement and shall not form a separate contract to it. Execution of an Order Form and/or use of the Platform constitutes acceptance of these platform terms and conditions.

1.4 Any conflict or inconsistency between the provisions of these platform terms and conditions and an executed Order Form shall be resolved by giving precedence to the Order Form.

2. COMMENCEMENT AND DURATION

2.1 The Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with Clause 13 (Termination), the Agreement shall continue for the period stated on the Order Form (or, in the event no period is stated, three (3) years) (“Initial Term”) and shall automatically extend for twelve (12) months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term. Subject to Clause 2.2, either party may give written notice to the other party, not later than one (1) month and not earlier than four (4) months before the end of the Initial Term or the relevant Extended Term, to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

2.2 BridgeU shall use reasonable endeavours to contact the Customer prior to the automatic extension of the Agreement pursuant to Clause 2.1. If the Customer wishes to terminate the Agreement in accordance with Clause 2.1 at the end of the Initial Term or Extended Term, the Customer shall send a notice of termination to BridgeU by email to: hi@bridgeu.com. A notice of termination shall not be valid unless it is sent in accordance with Clauses 2.1 and 2.2.

3. SERVICES AND LICENCE TO USE THE PLATFORM

3.1 The Supplier shall supply the Services and provide access to the Platform in accordance with this Agreement in all material respects.

3.2 Subject to the provisions of the Agreement, BridgeU hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Platform during the Term.

3.3 In relation to the Authorised Users, Customer undertakes that:

(a) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Platform;

(b) each Authorised User shall keep a secure password for his use of the Platform and that each Authorised User shall keep his password confidential; and

(c) it shall permit BridgeU to perform an audit in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, at BridgeU’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business.

3.4 Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and BridgeU reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer’s access to any material that breaches the provisions of this clause.

3.5 Customer shall not:

     (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:

          (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

          (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

     (b) access all or any part of the Platform in order to build a product or service which competes with BridgeU; or

     (c) except as permitted in the Agreement, use the Platform to provide services to third parties; or

     (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users, or

     (e) attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under this Clause 3; or

     (f) breach any laws, statutes, regulations or legally binding codes; or

     (g) infringe any person’s Intellectual Property Rights.

3.6 Customer shall:

(a) adhere, and procure that all Authorised Users adhere, to BridgeU’s Acceptable Use Policy (found at: https://app.bridge-u.com/acceptable_use_policy);

(b) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify BridgeU; and

(c) ensure that Authorised Users shall comply with the Clauses 3.4 and 3.5 and Customer acknowledges that it shall be liable for Authorised Users’ failure to comply with Clauses 3.4 and 3.5.

3.7 BridgeU shall not be responsible, or liable to any third party, for the content or accuracy of any content posted by an Authorised User or any other user on the Platform.

3.8 BridgeU has the right to remove any posting made on the Platform if, in its sole opinion, the post does not comply with the content standards set out in the Acceptable Use Policy (found at: https://app.bridge-u.com/acceptable_use_policy).

4. ADDITIONAL USER SUBSCRIPTIONS

4.1 Subject to Clause 4.1 and Clause 4.2, Customer may, from time to time during the Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and BridgeU shall grant access to the Platform to such additional Authorised Users in accordance with the provisions of the Agreement.

4.2 If Customer wishes to purchase additional User Subscriptions, Customer shall notify BridgeU in writing. BridgeU shall activate the additional User Subscriptions within a reasonable period of the Customer’s request.

4.3 If such additional User Subscriptions are purchased by Customer part way through the Initial Term or any Extended Term (as applicable), such fees shall be pro-rated from the date of activation by BridgeU for the remainder of the Initial Term or then current Extended Term (as applicable).

5. FEES AND PAYMENT

5.1 Customer shall pay the Fees to BridgeU in accordance with this Clause 5 and at the prices set out in the applicable Order Form and, unless stated otherwise on the applicable Order Form, within 30 days of receipt of a valid invoice issued by BridgeU.

5.2 The Fees:

(a) unless stated otherwise on the applicable Order Form, shall be invoiced in advance for a period of 12-months on the Effective Date and annually thereafter (save that BridgeU may issue an invoice up to three-months prior to each anniversary during the Initial Term or Extended Term);

(b) are, subject to Clause 12.3(b), non-cancellable and non-refundable; and

(c) do not include any duties, bank fees, value added tax or other sales tax, excise or any other taxes or charges due. If BridgeU is required to pay or charge any such amounts, BridgeU shall add these to the invoice and Customer shall reimburse BridgeU in full.

5.3 If BridgeU has not received payment by the due date, and without prejudice to any other rights and remedies:

(a) BridgeU may, without liability to Customer, disable Customer’s password, account and access to all or part of the Platform and BridgeU shall be under no obligation to provide any or all of the Platform while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of BridgeU’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.4 BridgeU shall be entitled to increase the Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to Clause 4.2 at the start of each Extended Term upon 60 days’ prior notice to Customer.

6. PROPRIETARY RIGHTS

6.1 The Customer acknowledges and agrees that BridgeU and/or its licensors own all Intellectual Property Rights in the Platform and Services. Except as expressly stated herein, the Agreement does not grant Customer any rights to, under or in, Intellectual Property Rights in respect of the Platform or Services.

6.2 BridgeU confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

6.3 Customer grants to BridgeU:

(a) for the duration of the Term, a non-exclusive, irrevocable licence to use the Customer Data to provide Customer with access to the Platform and its functionality; and

(b) a non-exclusive, perpetual, irrevocable licence to use anonymised and aggregated data derived from the Customer Data for any purpose whatsoever (including to improve the Platform).

7. CONFIDENTIALITY

7.1 Each party may be given access to Confidential Information from the other party in order to perform obligations under the Agreement. Each party shall:

(a) keep confidential and not disclose any such Confidential Information to any person save as expressly permitted by this Clause 7; and

(b) protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of similar nature, being at least a reasonable degree of care.

7.2 Confidential Information of a party may be disclosed by the other party to its employees, agents and advisors who need to know the Confidential Information for the purpose of exercising their rights or carrying out their obligations under the Agreement without the prior written consent of the other party.

7.3 The obligations set out in this Clause 7 shall not apply to Confidential Information that:

(a) is or becomes publicly known (other than through a breach of an obligation of confidence);

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.

7.4 This Clause 7 shall survive termination of the Agreement, howsoever arising.

8. SUPPORT SERVICES

8.1 BridgeU will provide to Customer the following support services at the fees stated in the Order Form:

(a) BridgeU’s standard customer support services during Business Hours in accordance with BridgeU’s Support Services Policy in effect at the time that the Services are provided. BridgeU may amend the Support Services Policy in its sole and absolute discretion from time to time by providing the Customer with at least 14 days’ written notice;

(b) BridgeU shall use reasonably commercial endeavours to correct substantial program errors in the Platform within 30 days of discovery or notification of the error; and

(c) respond within a reasonable period of time to all technical questions relating to use of the Platform submitted by the Customer in writing to BridgeU.

9. MARKETING RIGHTS

The Customer hereby grants BridgeU a non-exclusive, worldwide, irrevocable and royalty-free license to use Customer’s name and logo to refer to Customer’s use of the Platform on BridgeU’s website and it its sales and promotion material for the duration of the Term and five (5) years thereafter.

10. BRIDGEU’S OBLIGATIONS

10.1 BridgeU shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for planned and unscheduled maintenance.

10.2 BridgeU warrants that:

(a) the Platform will operate without substantial errors;

(b) the Platform will perform substantially in accordance with any documentation provided by BridgeU; and

(c) the Platform will not infringe any third party’s Intellectual Property Rights.

10.3 The warranties at Clauses 10.2(a) and 10.2(b) shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to BridgeU’s instructions, or modification or alteration of the Platform by any party other than BridgeU or BridgeU’s duly authorised contractors or agents. If the Platform does not conform with the foregoing warranty, BridgeU will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in Clauses 10.2(a) and 10.2(b). Notwithstanding the foregoing, BridgeU:

(a) does not warrant that the Customer’s use of the Platform will be uninterrupted or error-free; or that the Platform and/or the information obtained by the Customer through the Platform will meet the Customer’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.4 BridgeU warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

11. CUSTOMER’S OBLIGATIONS

11.1 Customer shall:

(a) provide BridgeU with all necessary or desirable co-operation and information in relation to the Agreement;

(b) comply with all applicable laws and regulations with respect to its activities under the Agreement;

(c) be responsible for setting the access rights for each of its Authorised Users;

(d) ensure that the Authorised Users’ use the Platform in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach the Agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for BridgeU, its contractors and agents to perform their obligations under the Agreement; and

(f) comply with its data protection obligations in Schedule 2, which is incorporated into the Agreement by reference.

12. LIMITATION OF LIABILITY

12.1 Except as expressly and specifically provided in the Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Platform by the Customer and the Authorised Users, and for conclusions drawn from such use. BridgeU shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to BridgeU by the Customer in connection with the Platform, or any actions taken by BridgeU at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(c) the Platform is provided to the Customer on an “as is” basis.

12.2 Nothing in this agreement excludes the liability of BridgeU:

(a) for death or personal injury caused by BridgeU’s negligence; or

(b) for fraud or fraudulent misrepresentation or any other liability that cannot be lawfully limited.

12.3 Subject to Clause 12.1 and Clause 12.2:

(a) BridgeU shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

(b) BridgeU’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

13. TERMINATION

13.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party.

13.2 On termination of the Agreement for any reason:

(a) all licences granted to the Customer shall immediately terminate and the Customer shall immediately cease all use of the Platform;

(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; and

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. GENERAL

14.1 Unless otherwise stated, all notices in connection with the Agreement shall be in writing and sent by post to the other party’s offices (as stated on the Order Form) or by email to: (1) hi@bridgeu.com, for notices to BridgeU; and (2) the email address stated on the Order Form, for notices to the Customer.

14.2 The parties are each independent contractors. Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

14.3 BridgeU may update or vary the terms and conditions of these Platform terms and conditions at any point by (1) amending or updating this page and (2) providing the Customer with at least 14 days’ written notice.

14.4 No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, not shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5 BridgeU shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14.6 Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provide by law.

15. SEVERANCE

15.1 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. DEALING

16.1 The Customer shall not, without the prior written consent of BridgeU, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

16.2 BridgeU may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

17. ENTIRE AGREEMENT

17.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

18. GOVERNING LAW AND JURISDICTION

18.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 – DEFINITIONS

Agreement” means these platform terms and conditions together with an executed Order Form.

Authorised Users” means those users (such as students, employees, agents and independent contractors of the Customer) who are authorised by Customer to use the Platform and, where required, have accepted BridgeU’s end-user licence agreement.

BridgeU” means BridgeU Limited, a company incorporated and registered in England and Wales with company number 08989432 whose registered office is at 1st Floor, Buckhurst House, 42/44 Buckhurst Avenue, Sevenoaks, Kent, TN13 1LZ, United Kingdom.

Business Day” means any weekday, other than a weekend, bank or public holiday in England and Wales.

Business Hours” means between 9.00 and 17.30 London time on a Business Day.

Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party to the other party after the date of the Agreement, including but limited to any information that would be regarded as confidential by a reasonable business person.

Customer” means the person, corporate or unincorporated body (whether or not having separate legal personality) stated on the Order Form.

Customer Data” has the meaning given to it in Schedule 2.

Effective Date” means the earlier of (a) the date an Order Form is executed by Customer or (b) the use of the Platform by an Authorised User.

Extended Term” has the meaning given to it in Clause 2.1.

Fees” means the fees as set out in the applicable Order Form.

Initial Term” has the meaning given to it in Clause 2.1.

Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Form” means an Order Form signed by the Customer.

Platform” means BridgeU’s intelligent university and course matching software platform, as may be more particularly described on the Order Form.

Services” means the services described on the Order Form.

Term” means the Initial Term and any Extended Terms.

User Subscriptions” means the user subscriptions purchased by Customer which entitle the Authorised Users to access and use the Platform in accordance with the Agreement.

Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

SCHEDULE 2 – DATA PROTECTION

1. INTERPRETATION

The following additional definitions are used in this schedule:

Customer Data” means the Personal Data Processed by (or on behalf of) the Customer under, or in connection with, this Agreement, including: (1) the name, contact details and date of birth of advisors; (2) the name, contact details, date of birth and photograph of students; and (3) the contact details of parents / guardians;

Data Controller” has the meaning given in the Data Protection Legislation.

Data Processor” has the meaning given in the Data Protection Legislation.

Data Protection Legislation” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a Party is subject, including (i) until 24 May 2018 (inclusive), European Directive 95/46/EC and the Data Protection Act 1998 or any other applicable local implementation of the Directive and (ii) from and including 25 May 2018, the GDPR and/or any applicable local implementation (and in the event that the United Kingdom leaves the European Union, all legislation enacted in the United Kingdom in respect of the protection of personal data).

Data Subjects” has the meaning given in the Data Protection Legislation.

GDPR” means Regulation (EU) 2016/679 (General Data Protection Regulation).

Personal Data” has the meaning given in the Data Protection Legislation.

ManageBac” means the Managebac platform, which at the data of the Agreement is owned and/or operated by Faria Education Limited (or one of its group companies).

Personal Data Breach” any breach of security leading to the accidental or unauthorised destruction, loss, alteration, disclosure of, or access to, Personal Data.

Processing” has the meaning given in the Data Protection Legislation (and “Process” and “Processed” shall be construed accordingly).

2. PROCESSING OF PERSONAL DATA

2.1 The parties shall each Process Customer Data. The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. Notwithstanding the foregoing, the parties anticipate that Customer shall act as a Data Controller and BridgeU shall act as a Data Processor as follows:

(a) Customer shall be a Data Controller where it is Processing Customer Data in relation to its role as an education provider; and

(b) BridgeU shall be a Data Processor where it is Processing Customer Data in relation to its role as the provider of the Platform to the Customer and its Authorised Users.

2.2 Customer (as Data Controller) and BridgeU (as Data Processor) shall comply with their obligations under the Data Protection Legislation in relation to any Personal Data which BridgeU Processes under or in connection with this Agreement.

2.3 BridgeU shall:

(a) Process Customer Data only in accordance with the instructions of the Customer (which include the instructions of a general nature as set out in the Agreement or as otherwise notified by Customer to BridgeU during the Term) unless BridgeU is required by applicable law to Process Personal Data otherwise;

(b) ensure that its personnel that Process the Customer Data are bound by a duty of confidentiality;

(c) notify the Customer without undue delay after becoming aware of a Personal Data Breach and provide reasonable assistance to the Customer with any investigation into and remediation of a Personal Data Breach;

(d) provide the Customer with reasonable assistance with any notifications made to relevant authorities and/or Data Subjects in relation to a Personal Data Breach;

(e) provide the Customer with reasonable assistance in carrying out any data protection impact assessments;

(f) delete all Customer Data after the end of the provision of services relating to Processing, and delete existing copies unless applicable law requires continued storage of the Personal Data;

(g) implement appropriate technical and organisational measures to protect any Customer Data against unauthorised or unlawful processing and accidental loss, disclosure, access or damage, and shall comply with its privacy notice at https://bridge-u.com/platform-privacy/; and

(h) make available to the Customer all information necessary to demonstrate compliance with the obligations laid down by Article 28 of the GDPR.

2.4 Customer shall:

(a) where necessary, ensure that it has informed Data Subjects whose Personal Data are Processed by BridgeU under or in connection with this Agreement that the Customer may disclose their Personal Data to BridgeU, and that the relevant Data Subjects (or where applicable, their parents or legal guardians) have, where necessary, consented to such Processing and disclosure. The Customer shall be responsible for ensuring the Personal Data provided by the Customer to be Processed by BridgeU pursuant to and in accordance with this Agreement is Processed on lawful grounds;

(b) be solely responsible for any automated decision making it makes on or in connection with the Platform and shall ensure it implements suitable measures to safeguard the Data Subjects’ rights and freedoms;

(c) promptly notify BridgeU in the event of any withdrawal of any relevant consent by any Data Subject whose Personal Data is Processed pursuant to this Agreement, giving sufficient details of the withdrawal to enable the Data Processor to comply with its obligations under the Data Protection Legislation.

2.5 Each party must promptly notify the other if it becomes aware of a complaint or allegation of breach of the Data Protection Legislation by any person or an investigation or enforcement action by a regulatory authority, in connection with this Agreement.

2.6 Customer acknowledges and agrees that BridgeU has: (1) general written authorisation to engage sub-processors, provided it informs the Customer of any intended changes; (2) specific written authorisation to use the sub-processors that BridgeU has in place at the date of this Agreement (a list of which can be obtained from BridgeU on request); and (3) written authorisation to transfer Customer Data outside of the European Union to sub-processors that it has in place at the date of this Agreement, provided it complies with the relevant provisions of the GDPR.

3. INTEGRATION WITH MANAGEBAC

3.1 This paragraph only applies (1) to the extent that the Customer has requested that the Platform integrates with Managebac and (2) the Customer is not located within the People’s Republic of China.

(a) Customer hereby instructs BridgeU to transfer Customer Data to Faria Education Group Limited (or one of its group companies) to enable integration with Managebac.

(b) Customer acknowledges that integration with Managebac may result in a transfer of Customer Data outside of the European Economic Area, namely to Canada or the United States of America. To the extent that such transfer involves the Processing of Customer Data in:

          (i) Canada, the transfer takes place on the basis of a finding of an adequate level of protection by the European Commission; and

          (ii) the United States of America, the transfer takes place on the basis of Faria Education Group Limited’s (or one of its group companies’) adherence to Privacy Shield.

(c) Customer is solely responsible for informing Data Subjects that their Persona Data is transferred to a third country (Canada or the USA) in accordance with an adequacy decision by the European Commission.

3.2 This paragraph only applies to the extent that the Customer (1) is located or has relevant operations within the People’s Republic of China and (2) has requested that the Platform integrates with Managebac.

(a) Customer hereby instructs BridgeU to transfer Customer Data to Faria Education Group Limited (or one of its group companies) to enable integration with Managebac.

(b) Customer acknowledges that integration with Managebac may result in a transfer of Customer Data to the People’s Republic of China. The parties acknowledge that the transfer is permitted pursuant to Article 49(1)(c) of the GDPR on the basis that it is necessary for the conclusion or performance of a contract concluded in the interest of the Data Subject between the Customer and BridgeU.

(c) Customer is solely responsible for informing Data Subjects that their Persona Data is transferred to a third country (the People’s Republic of China) in accordance with the mechanism stated in paragraph 3.2(b) of this Schedule 2.

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