Teacher Contract
Last updated 18th March 2022
Teach.io teacher Contract Terms and conditions
1.
These Terms
1.1.
These terms and conditions apply between you, the person who has subscribed to the Teach Platform as a Teacher (“you”, “your”) and Teach Digital Software L.L.C. t/a Teach (commercial license number 1018442) of Office 1006, 10th floor, single Business Tower, Shaikh Zayed Road, Dubai, UAE (“Teach”). Teach’s registered office address is Teach Software Limited, c/o HJS Chartered Accountants, 12-14 Carlton Place, Southampton, Hampshire, United Kingdom, SO15 2EA.
1.2.
Please read these terms carefully as they set out your and Teach’s legal rights and duties. In particular, clause 12 sets out the parties’ maximum liability to one-another under the Teacher Contract.
2.
Definitions
The below definitions apply in the Teacher Contract. Additional rules of interpretation are also set out in clause 16.1 below.
2.1.
"Authorised Users" your members of staff who are authorised by you to use the Teach Platform and the Documentation.
2.2.
"Documentation" the documentation made available to you by Teach online via www.teach.io (or such other web address notified by Teach to you from time to time) which sets out a description of the Teach Platform and the user instructions for the Teach Platform.
2.3.
“Initial Term” has the meaning given in clause 3.2.
2.4.
“Renewed Term” has the meaning given in clause 3.3.
2.5.
“Student” people who have registered to have access to your course and community hub on the Teach Platform.
2.6.
"Subscription Fees" the subscription fees payable by you to Teach for access to and use of the Teach Platform, the amount of which is confirmed to you during the check-out process.
2.7.
"Subscription Term" the duration of the Teacher Contract, being the Initial Term and each Renewed Term.
2.8.
"Teach Platform" Teach’s educational course and community hosting software platform at www.teach.io (or any other website notified to you by Teach from time to time), subscription-based access to which is granted under the terms of the Teacher Contract.
2.9.
“Teacher Contract” the contract between Teach and you for subscription-based access to the Teach Platform in accordance with these terms and conditions.
2.1.
"Teacher Content" the information, communications, course materials and other content uploaded or submitted by you or your Authorised Users to the Teach Platform, or uploaded by Teach to the Teach Platform on your behalf.
2.11.
"Virus" 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.
2.12.
"Vulnerability" a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
3.
Contract formation and duration
3.1.
Subject to you complying with these terms and conditions and paying the Subscription Fees, Teach hereby grants to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to access and use the Teach Platform and the Documentation during the Subscription Term.
3.2.
The Teacher Contract starts when Teach sends you a subscription confirmation email and continues, unless terminated in accordance with clause 13, for the duration of your chosen subscription plan (as stated in the subscription confirmation email) (the “Initial Term”).
3.3.
At the end of the Initial Term, the Teacher Contract automatically renews for successive periods of equal length to the Initial Term (i.e. if you are on a monthly subscription then the contract will renew for subsequent periods of one month, if you are on a yearly subscription then the contract will renew for subsequent periods of 12 months) (each a “Renewed Term”) unless terminated in accordance with clause 13.
3.4.
To prevent the Teacher Contract from automatically renewing you can terminate in accordance with clause 13.1.
3.5.
Teach is not a party to the contract between you and your Students. Any template contracts and materials provided by Teach to aid you in signing-up Students are provided as-is and without warranty as to their content, effectiveness or suitability to you. You must take independent legal advice on any legal documents before entering into them.
4.
Platform Access
4.1.
You will be provided with a single login to the Teach Platform which is tied to the email address you registered with. You may change the associated email address by contacting our support team.
4.2.
You may share your account login details with your Authorised Users provided you inform your Authorised Users that they must keep the credentials confidential and must comply with these terms and conditions when accessing the Service.
4.3.
You must not, and must ensure that any persons who have access to your Teach Platform login details do not, share the login details outside of your organisation or use them for any purpose other than as stated above.
4.4.
Teach reserves the right to suspend your Teach Platform account or to force a password reset if Teach suspects that your account has been compromised or that there has been unauthorised access to the account.
4.5.
The rights provided under the Teacher Contract are granted to you only. If you are a company then the rights shall not be considered granted to any subsidiary or holding company yours. You may not sub-license or transfer your rights under the Teacher Contract to any other person.
5.
Your obligations
5.1.
You shall not access, store, distribute, permit to be distributed or transmit any Viruses, or any material during the course of your use of the Teach Platform, that contravenes Teach’s Content Policy (accessible from http://teach.io/content-policy).
5.2.
Teach may, without notice or liability to you, remove or disable access to any material on the Teach Platform that breaches the provisions of 5.1.
5.3.
You shall not:
5.3.1.
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a).
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Teach Platform and/or Documentation (as applicable) in any form or media or by any means; or
(b).
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Teach Platform; or
5.3.2.
access all or any part of the Teach Platform and Documentation in order to build a product or service which competes with the Teach Platform and/or the Documentation; or
5.3.3.
use the Teach Platform and/or Documentation to provide services to third parties other than the provision of educational courses, teaching and related support in the ordinary course of your business; or
5.3.4.
subject to clause 5.3.3, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Teach Platform and/or Documentation available to any third party except the Authorised Users, or
5.3.5.
attempt to obtain, or assist third parties in obtaining, access to the Teach Platform and/or Documentation, other than as expressly permitted under clause 4; or
5.3.6.
introduce or permit the introduction of, any Virus or Vulnerability into Teach’s network and information systems.
5.4.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Teach Platform and/or the Documentation and, in the event of any such unauthorised access or use, you must notify Teach by email to legal@teach.io without undue delay upon becoming aware of such access/use.
5.5.
You shall:
5.5.1.
on request, provide Teach with all necessary co-operation in relation to the Teacher Contract;
5.5.2.
without affecting your other obligations under the Teacher Contract, comply with all applicable laws and regulations with respect to your activities under the Teacher Contract (including your and your Authorised Users’ use of the Teach Platform);
5.5.3.
carry out all other responsibilities set out in the Teacher Contract in a timely and efficient manner. In the event of any delay in you providing requested assistance to Teach, Teach shall have no liability for any resulting delay in the performance of its duties to you;
5.5.4.
ensure that the Authorised Users use the Teach Platform and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User's breach of the Teacher Contract;
5.5.5.
obtain and shall maintain all necessary licences, consents, and permissions necessary for Teach, its contractors and agents to perform their obligations under the Teacher Contract;
5.5.6.
ensure that your network and systems comply with the relevant specifications provided by Teach from time to time; and
5.5.7.
be, to the extent permitted by law and except as otherwise expressly provided in the Teacher Contract, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to Teach’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
5.6.
You are solely responsible for moderating the community hub for your Course. You must:
5.6.1.
immediately remove any content which infringes Teach’s applicable policies; and
5.6.2.
take all reasonable steps to discourage and prevent Students from posting infringing materials.
6.
Teach’s obligations
6.1.
Teach shall, during the Subscription Term, provide the Teach Platform and make available the Documentation to you and your Authorised Users on and subject to these terms and conditions.
6.2.
Teach shall use commercially reasonable commercial endeavours to make the Teach Platform available 24 hours a day, seven days a week, except:
6.2.1.
for planned maintenance whereby Teach has made reasonable endeavours to notify you of the service interruption reasonably far in advance (and such notices may be sent via the Teach Platform); and
6.2.2.
periods of unplanned maintenance arising in case of emergency or critical issue where it is not practicable to give reasonable advanced notice of the downtime.
6.3.
Teach will, at no additional cost to you, provide you with access to Teach’s online knowledge base and support materials which Moonpull may update from time to time at its discretion. Such materials are provided as-is and without any warranty as to their content or accuracy.
6.4.
Teach warrants that the Teach Platform will function materially in accordance with the Documentation.
6.5.
The warranty at clause 6.4 shall not apply to the extent of any non-conformance which is caused by use of the Teach Platform contrary to Teach’s instructions, or modification or alteration of the Teach Platform by any party other than Teach or Teach’s duly authorised contractors or agents. If the Teach Platform do not conform with said warranty then Teach will (as your sole and exclusive remedy for any breach of said warranty):
6.5.1.
at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance; or
6.5.2.
allow you to terminate the Teacher Contract immediately without penalty.
6.6.
Teach does not warrant that:
6.6.1.
your use of the Teach Platform will be uninterrupted or error-free;
6.6.2.
that the Teach Platform, Documentation and/or the information obtained by you through the Teach Platform will meet your requirements; or
6.6.2.
the Teach Platform will be free from Vulnerabilities or Viruses.
6.7.
Teach 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 you acknowledge that the Teach Platform and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.8.
The Teacher Contract shall not prevent Teach from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Teacher Contract.
6.9.
Teach warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Teacher Contract.
7.
Teacher Content
7.1.
You have sole responsibility for ensuring the legality, reliability, integrity, accuracy and quality of the Teacher Content.
7.2.
You warrant and represent that:
7.2.1.
you own all right, title and interest in and to the Teacher Content (excluding any personal data), or otherwise have the rights necessary to publish and distribute the Teacher Content via the Teach Platform and to grant Teach the permissions required by the Teacher Contract; and
7.2.2.
Teach’s performance of its obligations under the Teacher Contract in relation to the Teacher Content (including in particular the hosting and distribution of the Teacher Content on your behalf) will not infringe the rights of any third party or the laws or regulations of any country.
7.3.
You hereby grant Teach an irrevocable non-exclusive royalty-free global licence, with the right to sub-license, to use the Teacher Content for the purpose of complying with Teach’s obligations, and exercising Teach’s rights, under the Teacher Contract and to keep internal copies of the content uploaded to the Teach Platform for Teach’s administrative purposes.
7.4.
All Teacher Content, and content uploaded or submitted to the Teach Platform by Students, is accessible by Teach and its personnel. Such content may be subject to targeted or randomised review in order to identify breaches of the Teacher Contract and/or the contractual terms which apply to the Student’s access to the Teach Platform. To facilitate this, Teach may make copies of the materials for its internal use only. Such copies may be shared with Teach’s professional advisers, staff and representatives, and law enforcement and regulatory authorities anywhere in the world for the purpose of determining and enforcing Teach’s legal rights and to assist such authorities in their investigations.
7.5.
Teach reserves the right to immediately remove, and/or block the submission or publication of, any Teacher Content which contravenes the Teacher Contract or applicable laws or regulations. Teach shall have no liability to you if it exercises this right.
8.
Proprietary rights
8.1.
You acknowledges and agrees that Teach and/or its licensors own all intellectual property rights in the Teach Platform and the Documentation. Except as expressly stated herein, the Teacher Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Teach Platform or the Documentation.
8.2.
Teach confirms that it has all the rights in relation to the Teach Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Teacher Contract.
9.
Data Protection
9.1.
Teach processes your personal data and the personal data of Students as a data controller in the circumstances set out in Teach’s Privacy Policy at http://teach.io/privacy.
9.2.
In all other circumstances, Teach processes the personal data of Students as your data processor and the terms of the Data Protection Annex at the end of these terms and conditions shall apply to that processing.
10.
Charges and payment
10.1.
You will pay the Subscription Fees for the Initial Term and each Renewed Term in advance. You hereby authorise Teach (acting by its third party payment processors or otherwise) to charge the Subscription Fees using your chosen payment method at or around the start of the Initial Term and each Renewed Term.
10.2.
If your Subscription Fees payment is declined or you fail to make any payment due to Teach by the due date for payment then, without affecting Teach’s other rights and remedies:
10.2.1.
Teach may, without liability to you, disable your Teach Platform account and Teach shall be under no obligation to perform its obligations under the Teacher Contract until you have arranged for payment in full; and
10.2.2.
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current Bank of England base lending rate of from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.3.
All amounts and fees stated or referred to in the Teacher Contract:
10.3.1.
are, subject to clause 12, non-cancellable and non-refundable;
10.3.2.
are exclusive of value added tax (or local equivalent), which shall be added to the Subscription Fees at the appropriate rate.
10.4.
Teach shall be entitled to increase the Subscription Fees upon 30 days' prior written notice to you. The change will take effect at the end of (as applicable) the Initial Term or the current Renewed Term.
11.
Indemnity
11.1.
You shall defend, indemnify and hold harmless Teach against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) incurred by it arising out of or in connection with:
11.1.1.
your breach, non-performance or negligent performance of the Teacher Contract;
11.1.2.
the enforcement of the Teacher Contract.
12.
Limitation of liability
12.1.
Except as expressly stated to the contrary in these terms and conditions:
12.1.1.
Teach shall have no liability to you for the Teacher Content, content submitted to the Teach Platform by your Students, or any actions taken by Teach at your direction;
12.1.2.
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 the Teacher Contract; and
12.1.3.
the Teach Platform and the Documentation are provided to you on an "as is" basis.
12.2.
Nothing in the Teacher Contract excludes the liability of Teach:
12.2.1.
for death or personal injury caused by Teach’s negligence; or
12.2.2.
for fraud or fraudulent misrepresentation.
12.3.
Subject to clause 12.1 and clause 12.2:
12.3.1.
Teach 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 Teacher Contract; and
12.3.2.
Teach’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 Teacher Contract shall be limited to the total Subscription Fees paid by you during the 6 months immediately preceding the date on which the claim arose.
13.
Termination and suspension
13.1.
You can terminate the Teacher Contract at any time by following the cancellation procedure on the Teach Platform. Termination takes effect at the end of (as applicable) the Initial Term or the current Renewed Term.
13.2.
You may terminate the Teacher Contract by notice to Teach if Teach has breached the terms of the Teacher Contract and has failed to remedy such breach (if capable of remedy) within 60 days of you having notified Teach of the breach in writing.
13.3.
Teach may terminate the Teacher Contract immediately by notice to you if:
13.3.1.
you fail to pay the Subscription Fees in accordance with these terms and conditions; or
13.3.2.
you materially breach any of the terms of the Teacher Contract.
13.4.
Teach may terminate the Teacher Contract by giving you 90 days’ notice at any time without cause.
13.5.
Without affecting any other right or remedy available to it, either party may terminate the Teacher Contract with immediate effect by giving written notice to the other party if the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986, or takes any other step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
13.6.
Without affecting any of its other rights and remedies and without liability to you, Teach may suspend its obligations under the Teacher Contract, and suspend your account on the Teach Platform, in the circumstances set out in clause 13.3 or clause 13.5 above. Teach will notify you if your account is suspended and will endeavour to work with you to resolve the issues giving rise to the suspension. If Teach suspends your account then it shall not be prevented from subsequently terminating the Teacher Contract in accordance with this these terms and conditions.
13.7.
If Teach suspends your account in accordance with clause 13.6 then your course and community hub content (excluding any content which is deleted for contravening the Teacher Contract) will be stored by Teach for no longer than 90 days from the date of suspension. Unless your account is reinstated, all such content will be deleted by Teach without further notice following expiration of that period.
14.
Consequences of termination
14.1.
On termination of the Teacher Contract for any reason:
14.1.1.
all licences granted under the Teacher Contract shall immediately terminate and you shall immediately cease all use of the Teach Platform and/or the Documentation;
14.1.2.
your Students will lose access to your course and community hub 90 days after the date of termination and Teach may destroy or otherwise dispose of all Teacher Content in its possession (including community hub content) which is hosted on Teach’s servers. This retention period is without prejudice to Teach’s right to remove and delete content under clause 5.2.
15.
Notices
15.1.
Any notice required to be given under the Teacher Contract shall be in writing and shall be sent by email to:
15.1.1.
Teach at legal@teach.io; or
15.1.2.
you at the email address associated with your Teach Platform account; and once properly sent, be deemed to have been received at the time of transmission.
16.
General
16.1.
Updates. Teach may update these terms and conditions from time to time by giving you notice in writing.
16.2.
Interpretation. The following rules of interpretation apply in these terms and conditions:
16.2.1.
Clause, schedule and paragraph headings shall not affect the interpretation of the Teacher Contract.
16.2.2.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
16.2.3.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
16.2.4.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
16.3.
Force majeure. Teach shall have no liability to you under the Teacher Contract if it is prevented from or delayed in performing its obligations under the Teacher Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Teach or any other party), 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.
16.4.
Variation. Subject to clause 16.1, no variation of the Teacher Contract or these terms and conditions shall be effective unless it is in writing and signed by Teach’s authorised representative.
16.5.
Waiver. No failure or delay by Teach to exercise any right or remedy provided under the Teacher Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy by Teach. 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 by Teach.
16.6.
Rights and remedies. Except as expressly provided in these terms and conditions, the rights and remedies provided under the Teacher Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
16.7.
Severance.
16.7.1.
If any provision or part-provision of the Teacher Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Teacher Contract.
16.7.2.
If any provision or part-provision of the Teacher Contract is deemed deleted under clause 16.7.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.8.
Entire agreement.
16.8.1.
The Teacher Contract, and any documents referred to in the Teacher Contract, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.8.2.
Each party acknowledges that in entering into the Teacher Contract 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 Teacher Contract.
16.8.3.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Teacher Contract.
16.9.
Assignment. Teach 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 Teacher Contract.
16.10.
No partnership or agency. Nothing in the Teacher Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
16.11.
Third party rights. The Teacher Contract does not confer any rights on any person or party (other than the parties to the Teacher Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.12.
Governing law. The Teacher Contract 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.
16.13.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Teacher Contract or its subject matter or formation (including non-contractual disputes or claims).
Data Protection Annex
1.
Definitions.
The following definitions apply in this Annex:
1.1.
“Controller“, “Processor“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “processing“ and “appropriate technical and organisational measures“: as defined in the Data Protection Legislation.
1.2.
“Data Protection Legislation”:
1.2.1.
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
1.2.2.
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which you or Teach is subject, which relates to the protection of personal data.
1.2.3.
To the extent that neither UK GDPR or EU GDPR applies, applicable local data protection law to which you or Teach is subject.
1.3.
“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679).
1.4.
“EU Law”: the law of the European Union or any member state of the European Union.
1.5.
“UK Law”: the law of the United Kingdom or a part of the United Kingdom.
1.6.
“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
2.
Data protection obligations
2.1.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 2.1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2.2.
The parties acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and Teach is the Processor. Paragraph 2.7 below sets out the scope, nature and purpose of processing by Teach, the duration of the processing and the types of Personal Data and categories of Data Subject.
2.3.
Without prejudice to the generality of paragraph 2.1 above, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Teach and/or lawful collection of the Personal Data by Teach on your behalf for the duration and purposes of the Teacher Contract.
2.4.
Without prejudice to the generality of paragraph 2.1 above, Teach shall, in relation to any Personal Data processed in connection with the performance by Teach of its obligations under the Teacher Contract:
2.4.1.
process that Personal Data only on your documented written instructions which are set out in paragraph 2.7 below, unless Teach is required by UK Law or EU Law to otherwise process that Personal Data. Where Teach is relying on UK Law or EU Law as the basis for processing Personal Data, Teach shall promptly notify you of this before performing the processing required by the UK Law or EU Law unless the UK Law or EU Law prohibits Teach from so notifying you;
2.4.2.
ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
2.4.3.
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
2.4.4.
not transfer any Personal Data outside of the UK or EEA unless your prior written consent has been obtained and the following conditions are fulfilled:
2.4.4.1.
you or Teach have provided appropriate safeguards in relation to the transfer;
2.4.4.2.
the data subject has enforceable rights and effective legal remedies;
2.4.4.3.
Teach complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
2.4.4.4.
Teach complies with any reasonable instructions notified to it in advance by you with respect to the processing of the Personal Data;
2.4.5.
assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
2.4.6.
notify you without undue delay on becoming aware of a Personal Data Breach affecting the Personal Data which is the subject of this Annex;
2.4.7.
delete all Personal Data and copies thereof on termination of the Teacher Contract unless required by UK Law or EU Law to store the Personal Data; and
2.4.8.
maintain complete and accurate records and information to demonstrate its compliance with this Annex.
2.5.
You hereby consent to Teach appointing the third party processors referenced in paragraph 2.8 below as third-party processors of Personal Data under the Teacher Contract. Teach confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business or otherwise incorporating terms which are substantially similar to those set out in this Annex and in either case which Teach confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between Teach and you, Teach shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this paragraph.
2.6.
Teach may appoint further or replacement third party processors, or may remove an existing third party processor, by giving not less than 30 days’ written notice to you. If you do not object to the change within the 30 days then you will be deemed to have consented to it and the provisions of paragraph 2.5 above shall apply to the new or replacement third party processor. If you object to the change within the 30 days then, if a mutual agreeable resolution cannot be reached, you can choose to accept the change or can terminate the Teacher Contract immediately by notice to Teach.
2.7.
Processing terms:
2.7.1.
Scope: as set out in the Teacher Contract.
2.7.2.
Nature and purpose of processing: Processing of Personal Data of Students for the purpose of providing admin features to the Teacher to allow the management of subscriptions and community hub spaces, including receipt of payment for course subscriptions.
2.7.3.
Duration of the processing: the duration of the Teacher Contract.
2.7.4.
Types of Personal Data: name, email address, home address, course subscription details, incidental Personal Data comprised in communications and posts made by the Student on the Teach Platform.
2.7.5.
Categories of Data Subject: Prospective, current and former Students.
Third party (sub-)processors: as specified at http://teach.io/processors.
2.8.
The Teacher Contract incorporates the Standard Contractual Clauses between controllers and processors (‘Controller-to-Processor Clauses’) approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the “EU SCCs”). The EU SCCs will only apply when: (i) the EU GDPR applies to the personal data shared with Teach under the terms of the Teacher Contract; and (ii) such personal data is transferred either directly or via onward transfer, to a country outside of the European Economic Area not recognised by the European Commission as providing an adequate level of protection for personal data subject to EU GDPR. A copy of the EU SCCs which apply to the Teacher Contract can be accessed from http://teach.io/scc.
2.9.
The Teacher Contract incorporates the Standard Contractual Clauses for controllers to processors published by the Information Commissioner’s Office (ICO) as an appropriate safeguard to comply with the restricted transfer rules contained in the UK GDPR and the Data Protection Act 2018 (“UK SCCs”). The UK SCCs will only apply when: (i) the UK GDPR applies to the personal data shared with Teach under the terms of the Teacher Contract; and (ii) such personal data is transferred either directly or via onward transfer, to a country outside of the UK not recognised by the UK government as providing an adequate level of protection for personal data subject to UK GDPR. A copy of the UK SCCs which apply to the Teacher Contract can be accessed from http://teach.io/scc.
2.1.
For the purposes of (as applicable) the EU SCCs and UK SCCs, the technical and organisational measures to ensure the security of the Personal Data which are employed by Teacher include:
2.10.1.
Keeping Teach’s hardware and software up to date to fix bugs and security vulnerabilities. Teach’s website and underlying infrastructure are managed by the platform’s designers/architects under an ongoing support and maintenance contract. In particular, NPM packages are updated manually on a monthly basis.
2.10.2.
Backup data can be restored from the cloud automatically with a 10 minute redeployment time in the event of a failure. Database snapshots are backed up every 6 hours (retained for 2 days) and every week (retained for 2 weeks).
2.10.3.
Teach cluster storage and software backups are encrypted at rest.
2.10.4.
Database connections are monitored and logged.
2.10.5.
Traffic to the Teach platform is SSL encrypted.
2.10.6.
User passwords are one-way hashed and salted.
2.10.7.
Access to personal data is restricted to passworded user accounts which are unique to individual authorised users.
2.10.8.
These measures are regularly reviewed by reference to the risks identified by Teach and the current state-of-the-art.
2.11.
For transfers to sub-processors, Teach undertakes a technical and legal assessment of the sub-processor’s technical and organisational measures before appointing them and transferring personal data to them.