2. Trainer Obligations as a Controller of Trainer Data.
2.1. Trainer shall (i) comply with all applicable laws, including but not limited to Data Protection Laws, in its use of Skills ReNEW Services and its own processing of Trainer Data and Learner Data, (ii) ensure that it has, and will continue to have, the right to transfer, or provide access to, Trainer Data and Learner Data to Skills ReNEW for processing in accordance with our Terms of Use and this Agreement, and (iii) be solely responsible for the accuracy, quality, and legality of Trainer Data and the means by which Trainer acquired Trainer Data.
2.2. Trainer Instructions. Trainer appoints Skills ReNEW to process Trainer Data on behalf of, and in accordance with, Trainer’s documented instructions (i) as set forth in our Terms of Use and this Agreement; (ii) as necessary to comply with applicable law; and (iii) as otherwise agreed in writing by the parties. The parties agree that our Terms of Use and this Agreement constitute the Trainer’s documented instructions to Skills ReNEW regarding the processing of Trainer Data, and any processing outside the scope of these instructions shall require prior written agreement between the parties. Trainer will ensure that Trainer’s documented instructions relating to Skills ReNEW’s processing of Trainer Data will not cause Skills ReNEW to violate any applicable laws, including Data Protection Laws.
2.3. Sensitive Data Prohibition. Trainer acknowledges that Skills ReNEW Services are not intended for the processing of Sensitive Data and agrees that it will not provide (or cause to be provided) any Sensitive Data to Skills ReNEW for processing under this Agreement and Skills ReNEW’s Terms of Use. Skills ReNEW will have no liability whatsoever for Sensitive Data, whether in connection with a Personal Data Breach or otherwise. For the avoidance of doubt, this Agreement will not apply to Sensitive Data. Should any Sensitive Data be transferred or uploaded to the Skills ReNEW Platform by the Trainer, the Trainer shall immediately delete such information. Trainer shall communicate this prohibition to Students as appropriate and applicable.
3. Skills ReNEW’s Obligations as Processor of Trainer Data.
3.1. Skills ReNEW shall process Trainer Data in accordance with applicable Data Protection Laws and consistent with our Terms of Use, Privacy Policy and this Agreement. Skills ReNEW shall only process Trainer Data in accordance with the Trainer’s documented instructions, as outlined in Section 2.2.
3.2. Skills ReNEW shall notify the Trainer if it becomes aware of, or reasonably believes that, a documented instruction from the Trainer infringes upon Data Protection Laws.
3.3. Confidentiality. Skills ReNEW shall ensure that its employees, authorized agents, and any Sub-Processors authorized to process Trainer or Learner Data have agreed to comply with confidentiality obligations with respect to Trainer or Learner Data.
3.4. Assistance to Trainer. Skills ReNEW shall, taking into account the nature of the processing and the information available to Skills ReNEW, provide reasonable assistance to Trainer to enable Trainer to comply with its obligations under applicable Data Protection Laws. Notwithstanding the foregoing, Trainer agrees that it will not cause Skills ReNEW to process any personal data that presents a high risk to the rights and freedoms of data subjects.
3.5. Sub-Processors.
3.5.1. Trainer hereby provides a general authorization to Skills ReNEW to engage Sub-processors for the processing of Trainer Data. Skills ReNEW maintains a list of Sub-processors that Trainer has authorized to process Trainer Data. Trainer consents to Skills ReNEW engaging additional or replacement Sub-processors to process Trainer Data pursuant to this Agreement. The Trainer understands and accepts that any objection may result in Skills ReNEW not being able to fulfil its obligations under our Terms of Use to the extent such obligations are related to the relevant Sub-processor.
3.5.2. Prior to the relevant Sub-Processor carrying out any processing activities in respect of Trainer Data, Skills ReNEW shall enter into an agreement with the Sub-Processor containing data protection obligations that provide at least the same level of protection for Trainer Data as those under this Agreement.
3.6 Deletion on Termination. Upon termination or expiration of this Agreement, Skills ReNEW shall (at the Trainer’s election) return or delete all Trainer Data in its possession or control, except that this requirement shall not apply to the extent Skills ReNEW is required to retain some or all of the Trainer Data to comply with its legal obligations, or to Trainer Data it has archived on backup systems, which Skills ReNEW shall protect from any further processing and eventually delete in accordance with Skills ReNEW’s data retention policies, except to the extent required by applicable law.
3.6.1. Trainer acknowledges and agrees that Skills ReNEW will fulfil its obligations to return Trainer Data under this section by providing Trainer the opportunity to download and export Trainer Content out of the Skills ReNEW Platform.
4. Data Subject Requests.
4.1. Trainer Data. As part of Skills ReNEW Services, Skills ReNEW provides the Trainer with a number of self-service features, including the ability to modify, delete, and restrict access to Trainer Content, that Trainer may use to assist in complying with its obligations under Data Protection Laws with respect to responding to requests from data subjects regarding Trainer Data.
4.2. Learner Data. Each party shall respond to data subject requests received by it concerning the processing of applicable Learner Data promptly and within the timeframes required by Data Protection Laws. In the event that Trainer receives any data subject requests regarding Learner Data, Trainer will promptly (and in any event within three (03) business days) notify Skills ReNEW and provide Skills ReNEW with a copy of the request. To the extent that Skills ReNEW is a Controller of the Learner Data that is the subject of such request, Skills ReNEW will respond directly to the Learner.
4.3. Skills ReNEW shall, taking into account the nature of the processing, provide reasonable assistance to Trainer to enable Trainer to comply with its data protection obligations with respect to data subject requests.
5. Security and Compliance Rights
5.1. Security Measures. Taking into account the state of technical developments and the nature of processing, Skills ReNEW undertakes to establish and maintain appropriate technical and organizational measures in order to protect Trainer Data against accidental, unauthorised, or unlawful destruction, loss, alteration, disclosure, or access, in accordance with Skills ReNEW’s security standards described in Schedule B (“Security Measures”).
5.2. Personal Data Breaches. In the event that Skills ReNEW becomes aware of a Personal Data Breach that affects Trainer Data or Learner Data, Skills ReNEW shall notify Trainer without undue delay of the Personal Data Breach via the email address associated with the Trainer’s primary owner account.
5.3. Compliance Obligations. In order to ensure compliance with the applicable Data Protection Laws, Skills ReNEW shall make available to the Trainer information necessary to demonstrate compliance with the legal obligations related to the processing of Trainer Data by Skills ReNEW on behalf of the Trainer.
5.3.1. Skills ReNEW shall respond to all reasonable requests for information made by Trainer to confirm Skills ReNEW’s compliance with this Agreement upon Trainer’s written request to support@ulavitech.com
5.3.2. Upon written request, Skills ReNEW shall supply (subject to confidentiality protections) a summary copy of its most current self or internal audit report(s) (“Audit Report”) to Trainer, so that Trainer can verify Skills ReNEW’s compliance with the audit standards against which it has been assessed.
5.3.3.Should an audit be requested under applicable Data Privacy Laws to assess Skills ReNEW’s compliance with the terms of this Agreement, the parties shall select an accredited independent third-party audit firm that is mutually agreeable to both parties. Trainer shall be responsible for all costs, fees, and expenses related to such audit. The scope of the audit shall be limited to Skills ReNEW’s compliance with Data Privacy Laws as applied under this Agreement. Notwithstanding the foregoing, the audit shall occur during regular business hours, with reasonable advance notice to Skills ReNEW, and subject to confidentiality protections. Trainer may not audit Skills ReNEW more than once annually.
6. International Transfers
6.1. The Trainer acknowledges and agrees that Skills ReNEW may transfer and process personal data in and to servers and databases located in the Singapore, United States and anywhere else in the world where Skills ReNEW, its affiliates, or its Sub-Processors maintain their servers, provided that Skills ReNEW shall comply with the provisions of applicable Data Protection Laws relating to the transfer.
6.2. To the extent that Skills ReNEW transfers Trainer Data protected by the European Data Protection Law, Skills ReNEW and Trainer agree to abide by and process Trainer Data in compliance with the Standard Contractual Clauses, which are incorporated in full by reference and form an integral part of this Agreement. For purpose of the Standard Contractual Clauses, Skills ReNEW agrees that (i) it is the “data importer” and Trainer is the “data exporter” under the Standard Contractual Clauses (notwithstanding that Trainer may itself be an entity located outside the EU); and (ii) Schedule A of this Agreement shall replace Appendixes 1 and 2 of the Standard Contractual Clauses, respectively. The parties further agree that the Standard Contractual Clauses will solely apply to Trainer Data that is transferred via Skills ReNEW Services from the EEA, the UK, and/or Switzerland to outside the EEA, the UK, and Switzerland, either directly or via onward transfer, to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the European Data Protection Law).
6.3. The Trainer acknowledges and agrees that Skills ReNEW shall be entitled to enter into Standard Contractual Clauses with any Sub-processor on behalf of the Trainer.
7. Limitation of Liability
7.1. Except as otherwise required under Data Protection Laws, Skills ReNEW’s liability under this Agreement is limited to the extent and amount set out in our Terms of Use.
8. Jurisdiction Specific Terms
8.1. To the extent Skills ReNEW processes Trainer Data originating from and protected by applicable Data Protection Laws in one of the jurisdictions listed in Schedule C, then the terms specified in Schedule C with respect to the applicable jurisdiction(s) (“Jurisdiction Specific Terms”) apply in addition to the terms of this Agreement. In case of any conflict or ambiguity between the Jurisdiction Specific Terms and any other terms of this Agreement, the applicable Jurisdiction Specific Terms will take precedence.
9. Miscellaneous
9.1. Superseding Agreement. Unless otherwise agreed to between the parties, Trainer acknowledges and agrees this Agreement shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with Skills ReNEW Services.
9.2. Severability. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.
9.3. Assignments. No one other than a party to this Agreement its successors and permitted assignees (as determined in our Terms of Use) shall have any right to enforce any of its terms.
9.4. Conflicts. In the event of any conflict or inconsistency between any of the terms of this Agreement and our Terms of Use, the provisions of the following documents (in order of precedence) shall prevail: (i) the Standard Contractual Clauses (where applicable); (ii) this Agreement; and (iii) our Terms of Use.
9.5. Updates. Skills ReNEW may update the terms of this Agreement from time to time, at its sole discretion, and such updates are published in the website. Any additional amendments, change or alteration of this Agreement must be made in writing and duly signed by both Parties in order to become valid and effective.
9.6. Notices. Unless otherwise specified in this Agreement, each party giving notice or other communication required or permitted under this Agreement shall use one of the following methods of delivery: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
9.7. Headings. The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement, construction or interpretation.
9.8. Gender/Plural. Whenever such wording may appear in this Agreement, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.
10. Governing law and Jurisdiction; Disputes and Arbitration dispute
10.1. Unless otherwise required by applicable Data Protection Laws, this Agreement shall be governed in accordance with the laws of Singapore without regard to its conflicts of laws principles. Any action arising out of or relating to this Agreement shall be filed only in the courts located in the Country of Singapore. You consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.
10.2. Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to this Agreement shall be resolved by binding confidential arbitration by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of ONE arbitrator. The language of the arbitration shall be English. The arbitration will be conducted in Singapore, unless Trainer and Skills ReNEW agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Schedule A: Details of Processing
Skills ReNEW’s Processing of Trainer Data under this Agreement shall be in accordance with this Schedule A.
1) Subject matter of Processing: Trainer Data, as defined in this Agreement.
2) Duration of the Processing: Skills ReNEW will store Trainer Data in accordance with Section 3.6 of this Agreement (Term and Termination)
3) Nature and Purpose of the Processing: Skills ReNEW provides an open online content creation platform and additional services and tools to allow Trainers to offer courses and other services to their Learners. Trainers may upload, submit, or otherwise provide Trainer Content to the Skills ReNEW Platform in connection with their use of Skills ReNEW Services.
Skills ReNEW will process any personal data that is included in Trainer Content (“Trainer Data”) only in accordance with Trainer’s documented instructions, including to (i) provide Skills ReNEW Services, in accordance with our Terms of Use; (ii) to comply with any other reasonable instructions provided by Trainer that are consistent with our Terms of Use; and (iii) to comply with any applicable law.
4) Data Subjects and Categories of Personal Data
A Trainer may upload, submit, or otherwise provide certain personal data to the Platform, the extent of which is typically determined and controlled by the Trainer, in its sole discretion. The type of data subjects and categories of personal data included will depend on the nature of the Trainer Content, and may include personal data about the Trainer and/or third parties, such as biographical and contact information.
Schedule B: Security Measures
The Data IT Security Measures applicable to the Skills ReNEW Platform are described separately in Data IT Security Disclosure (as updated from time to time in accordance with Section 5.1 of this Agreement).
