Who We Are

Spotlight Skills Ltd. (“we”, “us” or “our”) welcomes you to NameDown - https://NameDown.ie (the “Website”). Spotlight Skills Ltd. is our legal company name and this Data Processing Addendum relates to our NameDown service. To keep things simple, we will refer to us as 'NameDown' throughout this Data Processing Addendum. NameDown is based in Ireland.

Data Processing Addendum - Introduction

This Data Processing Addendum ("DPA") describes how and why we, as Data Processor, obtain, store and process personal data. This DPA ("Agreement") forms part of and is subject to the privacy policy and terms & conditions ("Principal Agreement") between the “School” (“a school using NameDown to provide their Services to their end users”) and the “Data Processor” (“NameDown”). Together they are known as the “Parties”.

WHEREAS

(A) The School acts as a Data Controller.

(B) The School wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing arrangement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

Definitions and Interpretations

IT IS AGREED AS FOLLOWS:

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

“Agreement” means this Data Processing Addendum;

“School Data” means any personal data processed by NameDown on behalf of The School pursuant to or in connection with the Principal Agreement;

“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

“EEA” means the European Economic Area;

“EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

“GDPR” means EU General Data Protection Regulation 2016/679;

“Data Transfer” means:

a transfer of School Data from The School to NameDown; or

an onward transfer of School Data from NameDown to a Sub-processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

“Service Data” means any data relating to the School Data’s use, support and/or operation of the services, including information relating to activity logs or other information The School generates using the services of NameDown

“Services” means the services that NameDown provides.

“Sub-processor” means any person appointed by or on behalf of NameDown to process Personal Data on behalf of The School in connection with the Agreement.

The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Compliance of the School

The School represents and warrants that:

· It has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of School Data and any processing instructions it issues to NameDown; and

· It has provided, and will continue to provide all consents, legitimate interests and rights necessary under Data Protection Laws for NameDown to process School Data for the purposes described in the Agreement.

The School shall have sole responsibility for the accuracy, quality, and legality of School Data and the means by which The School acquired the School Data. Without prejudice to the generality of the foregoing, The School agrees that it shall be responsible for complying with all laws (including Data Protection Laws) applicable to the Services provided.

Processing of School Data

NameDown shall comply with all applicable Data Protection Laws in the Processing of School Data; and not Process School Data other than as per outlined in this Data Processing Addendum or NameDown’s Terms of Use.

Processor Personnel

NameDown shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the School Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant School Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Security

Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, NameDown shall in relation to the School Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

In assessing the appropriate level of security, NameDown shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

Sub-processing

The School agrees that NameDown may engage Sub-processors to Process Personal Data on its behalf. NameDown shall not appoint (or disclose any School Data to) any Sub-processor that is not disclosed in the list of data sub-processors in the NameDown Privacy Centre. NameDown will notify The School if any Sub-Processor is added or removed from the list.

Where NameDown engage Sub-processors, the same level of protection for Personal Data as those in this DPA will be imposed on the Sub-Processors, to the extent applicable to the nature of the services provided by such Sub-Processors.

NameDown uses Amazon Web Services (AWS) as its Third-Party Sub-Processor, which stores School Data in AWS data centres in the EU. Under the EU Regulation 679/2016 (the GDPR) and the Data Protection Act 2018, Schools remain the data controllers of the School Data and NameDown and AWS act as data processors and sub-processors respectively, on your behalf. For further information on the AWS hosting services terms please go to https://aws.amazon.com/service-terms/or such other address notified by AWS from time to time.

Data Subject Rights

Taking into account the nature of the Processing, NameDown shall assist The School by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of The School obligations, as reasonably understood by The School, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

NameDown shall notify The School if it receives a request from a Data Subject under any Data Protection Law in respect of School Data; and support the fulfilment of that request.

Personal Data Breach

NameDown shall notify The School without undue delay upon it becoming aware of a Personal Data Breach affecting School Data, providing The School with sufficient information to allow The School to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

NameDown shall co-operate with The School and take reasonable commercial steps as are directed by The School to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

Data Protection Impact Assessment and Prior Consultation

NameDown shall provide reasonable assistance to The School with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which The School reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of School Data by, and taking into account the nature of the Processing and information available to NameDown.

Audit Rights

NameDown shall make available to The School on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by The School or an auditor mandated by The School in relation to the Processing of School Data by NameDown.

Information and audit rights of The School only arise to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

Deletion or return of School Data

Upon termination or expiration of the Agreement, NameDown shall delete or return to The School all School Data in its possession or control. This requirement shall apply except where NameDown is required by applicable law to retain some or all of the School Data, or to School Data which has been archived on back-up systems in line with Information Security requirements such as disaster recovery planning in ISO 27001 certification. Where School Data has been archived on back-up systems, NameDown shall securely isolate this data, protect it from any further processing and eventually delete it in accordance with NameDown deletion policies, except to the extent required by applicable law.

Data Transfer

If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected and that such transfers are made in compliance with the requirements of Data Protection Laws.

Confidentiality

Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

· disclosure is required by law;

· the relevant information is already in the public domain.

Limitation of Liability

Each party’s liability arising out of or related to this DPA shall be subject to the exclusions and limitations of liability set forth in the Agreement. Any claims made against NameDown under or in connection with this DPA shall be brought solely by The School that is part of the Agreement.

Relationship with the Agreement

This DPA shall remain in effect for as long as NameDown carries out processing operations on behalf of The School or until termination of the Agreement.

The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Services.

In the event of any conflict or inconsistency between this DPA and the NameDown Terms of Service, the provisions of the following documents (in order of precedence) shall prevail: (i) this DPA; and then (ii) the NameDown Terms of Service.

Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.

Notwithstanding anything to the contrary in the Agreement (including this DPA), NameDown shall have a right to collect, use and disclose Service Data for its legitimate business purposes, such as: (i) for accounting, tax, billing, audit, and compliance purposes; (ii) to provide, develop, optimise and maintain the Services; (iii) to investigate fraud, wrongful or unlawful use of the Services; and/or (iv) as required by applicable law.

To the extent any such Service Data is considered personal data under Data Protection Laws, NameDown shall be responsible for and shall process such data in accordance with the NameDown Privacy Policy and Data Protection Laws. For the avoidance of doubt, this DPA shall not apply to Service Data.

No one other than a party to this DPA have any right to enforce any of its terms.

This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

How to contact us

We welcome feedback and are happy to answer any questions you may have about your data. You can contact us at:

Email: info@namedown.ie

Address: NameDown

Kilkenny Research & Innovation Centre,
Burrell’s Hall,
St. Kieran’s College,
College Road,
Kilkenny

R95 TP64

Effective Date: June 12th, 2023

Copyright 2023 NameDown. All rights reserved. No part of NameDown’ Website may be reproduced, modified, or distributed in any form or manner without the prior written permission of NameDown.