The following terms and conditions, along with all other terms and legal notices located on www.thecollegefolio.com (collectively, “Terms”), govern your use of www.thecollegefolio.com (the “Website”). The Website is owned and operated by The College Folio (hereinafter referred to as “Company”).
These Terms are binding upon you and your heirs, representatives, successors and assigns, as may be applicable. The headings of the several articles and subdivisions of these Terms are inserted solely for the convenience of reference and shall have no further meaning, force or effect.
Additionally, basis services chosen, certain product specific conditions may apply.
Table of contents:
- Use to be in conformity with the purpose
- Use of platform
- Restriction regarding materials
- Disclaimer for websites that we link to
- Payment terms
- Disclaimer of warranty
- Content and liability disclaimer
- License disclaimer
- Disclaimer of online availability, impressions, and click-through
- Purchasing and ordering disclaimer
- Your responsibility and damage limits
- Limitation of liability
- Amendment to these terms
- Dispute settlement
- Local laws
- Governing law and jurisdiction
- Entire agreement
- Assignment and delegation
- Availability of services
- Data protection amendment
- How you may contact us
You represent and warrant that:
- You are competent to enter into a valid binding contract as per the applicable laws. If You are a resident of the European Union the minimum age for these purposes shall be 16, however if local laws require that You must be older in order for the Platform to lawfully provide the services in the Platform to You then that older age shall apply as the applicable minimum age.
In all jurisdictions outside the European Union, if you are under the age of 18 or the age of majority in your jurisdiction, you must use the Platform under the supervision of your parent, legal guardian or responsible adult.
By accessing or using the Platform You represent and warrant that you fulfil the requirement of minimum age and have the legal capacity and authority to enter into a contract as per the applicable laws.
You are not under any legal or other disability, which limits your ability to comply with these Terms or to install and use the products you purchase with minimal risk of harm to you or others. You further represent that you are not purchasing the products/services for resale to others and will not do so without the Company’s prior written consent.
- You are eligible to conduct the purpose “hereinafter defined” lawfully
On registration, you agree to:
- Make your contact details available to partners/business associates of the Platform; as they may contact you for additional information and registration process through email, telephone and SMS.
- Receive promotional mails/special offers from Platform or any of its partner websites/applications. If you do not wish to be contacted by the Platform, please modify the settings at the time of registration or in the “Accounts & Settings” section on the Platform.
- Be contacted by The College Folio in accordance with the settings set by you.
The Platform is made available for use to help students get details, discover & research on colleges, courses and exams of their interest and for allied services related thereto. Platform also helps connect colleges/educational institutes/coaching centres etc. with prospective students who may be of interest to them. Study Abroad section of Platform also assists students in completing and submitting their applications to universities abroad. (“Purpose”).
Use to be in conformity with the Purpose
The Platform (including the Platform and related products) or Service or Product that you subscribe to or use (whether the same is paid for by you or not) is meant for the Purpose and only your exclusive use. Copying, downloading, recreating, sharing passwords, sublicensing, or sharing in any manner, which is not in accordance with these terms, is a misuse of the Platform or Service or Product. Company reserves its rights to act in such manner as to protect its loss of revenue or reputation or claim damages including stopping your service or access and reporting to relevant authorities. In the event, you are found copying or misusing or transmitting, scraping or crawling any data or photographs or graphics or any information available on the Platform or Service of Product for any purpose other than that being a bonafide purpose, we reserve the right to take such action that we deem fit including stopping access and claiming damages.
- Accuracy and correctness of the information provided by you:
- Whilst using this Platform an obligation is cast upon you to only provide true and correct information and in the case of creating a profile, you undertake to at all times keep the information up to date.
- We reserve the right to remove/suspend any content or profile providing false/incorrect, incomplete, or outdated information or masquerading/impersonating as someone else.
- Keep your contact details up-to date, wrong and false details by themselves can be a cause for termination of services. Also, as a consequence we may not be able to reach you.
- Security of Log in credentials and Responsibility of content/activities:
- Do not share passwords, be responsible in what you post
- If you have registered on the Platform, the safety and security of your log in credentials is your responsibility, do not share these with anyone.
- You are fully responsible for all activities that occur under the account and any other actions taken in connection with the Platform. It is presumed that all activity happening through a user’s account on the Platform are being done after having obtained proper authorizations and all lawful permissions as may be applicable.
- The Platform may contain links to third party websites/apps, these links are provided solely as convenience to you and the presence of these links should not under any circumstances be considered as an endorsement of the contents of the same, if you choose to access these websites/apps you do so at your own risk.
Use of the Platform
- The Platform and the services and products offered via the Platform are meant for only for legitimate and lawful uses, which fall within the scope of the purpose and are meant only for your exclusive use. The Company has the sole and absolute right to determine whether a specific type of action or use falls within the scope of the purpose or not.
- The following actions will inter alia constitute a misuse of the Platform and are strictly prohibited:
- Copying, extracting, downloading, sharing, modifying, selling, storing, distributing, making derivate works from or otherwise exploiting any content, data, information, including profiles, photographs and/or graphics, available on the Platform and/or any services or products of the Company, in any manner or for any purpose which is not, consistent with the Purpose and/or in accordance with these Terms. You are expressly prohibited from using or exploiting the Platform and/or any content or data provided therein for: (a) any commercial purposes without prior written consent of the Company; and/or (b) undertaking any business activity which is in competition with the business of the Company;
- Using or attempting to use any automated program, software or system or any similar or equivalent process (including spiders, robots, crawlers, browser plug-ins/extensions/add-ons, iframes on third party sites, mirroring, HTML parsers etc.) to access, navigate, search, copy, monitor, download, scrape, crawl or otherwise extract in any manner, any data or content from the Platform;
- Modifying Platform services or their appearance using any technology or overlay any additional offering on top of Platform services or simulate Platform services or its functions in any manner whatsoever without explicit consent from the Company.
- Gaining or attempting to gain unauthorized access (inter alia by hacking, password “mining” or any other means) to: (a) any portion or feature of the Platform or any of the services or products offered on or through the Platform which are not intended for you; (b) any server, Platform, program or computer systems of the Company or any other third parties and/or Users;
- Accessing the Platform through interfaces other than those expressly provided by Company;
- Attempting to breach or breaching any security or authentication measures set up by the Company in relation to the Platform and/or attempting to probe, scan or test the vulnerability of the Company’s system or network;
- Scraping, downloading (including bulk- downloading), replicating or otherwise extracting any information or data from the Platform (by any process, whether automatic or manual) to offer any products or services which are similar to or may in any manner compete with the products or services of the Company;
- Reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to do any of the aforesaid or deriving the source code for the Site or Application or any related technology or any part thereof;
- Circumventing or attempting to circumvent any technological protections used or employed by the Company or by any third party in order to protect the content on the Platform and/or to exclude robots, spiders etc. from crawling and /or scraping content from the Platform.
- Interfering with or disrupting or attempting to interfere with or disrupt (including by using any device, software or routine), the use of the Platform or any computer networks connected to the Platform, by any other User;
- Impersonating any other person or entity, or making any misrepresentation as to your employment by or affiliation with any person or entity;
- Forging headers or in any manner manipulating identifiers in order to disguise the origin of any user information;
- Stalking, threatening, or in any manner harassing any other User;
- Imposing an unreasonable or disproportionately large load on the Platform infrastructure;
- Engaging in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform (or any part thereof) and providing deep-links into this Platform (or any part thereof) without prior permission of Company;
- Spamming the Platform/Company or any other Users including by uploading, posting, emailing, transmitting or otherwise making available directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail.
- Hosting, modifying, uploading, posting, transmitting, publishing, or distributing any material or information that:
- Violates any applicable local, provincial, state, national or international law, statute, ordinance, rule or regulation for the time being in force;
- Belongs to another person and to which you have no right;
- Infringes, breaches or otherwise contravenes the rights of the Company or any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary rights;
- Contains computer viruses, or other computer code, files or programs designed to disrupt, destroy or interfere with or limit the functioning of the Platform, or any other computer system or resource;
- Is grossly harmful, harassing, invasive of another’s privacy, hateful, disparaging, relating to or encouraging money laundering or gambling in any manner, any content which is or may potentially be perceived as being harmful, threatening, abusive, harassing, defamatory, libelous, blasphemous, vulgar, pornographic, paedophilic, obscene, or racially, ethnically, or otherwise unlawful in any manner whatsoever;
- Which constitutes or encourages conduct that would constitute a criminal offence, give rise to other liability, or otherwise violate applicable law;
- That deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- That harms minors in any way;
- That threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation.
Restrictions Regarding Materials
- All information, documents, software, images, photographs, text, services and other similar materials (collectively, “Materials”) contained in this Platform if provided by Company or its third party authors, developers and vendors (“Third Party Providers”) and are capable of being so protected are the copyrighted work of Company and/or the Third Party Providers. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Company or the Third Party Provider. No part of the Platform, including logos, graphics, sounds or images, may be reproduced or retransmitted in any way, or by any means, without the prior written permission of Company. You also may not, without The College Folio’s prior written permission, “mirror” any Materials contained on this Platform on any other server.
- Nothing on this Platform shall be construed as conferring any license under any of The College Folio’s or any Third Party Provider’s intellectual property rights, whether by estoppels, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.
- Permission is granted to display, copy, distribute and download The College Folio’s Materials on this Platform provided that: (1) both the copyright notice identified below and this permission notice appear in the Materials, (2) the use of such Materials is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer or broadcast in any media, and (3) no modifications of any of the Materials are made. This permission terminates automatically without notice if you breach any of these Terms. Upon termination, you will immediately destroy any downloaded or printed Materials. Any unauthorized use of any Materials contained on this Platform may violate copyright laws, trademark laws, and other related laws and may have various legal consequences.
- Materials provided by Third Party Providers have not been independently authenticated in whole or in part by Company. The Platform does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by Company. Company is committed to respecting others’ intellectual property rights, and we ask our users to do the same. Company (hereinafter referred to as “We”) may, in its sole discretion, terminate or restrict the access rights of users who infringe or otherwise violate others’ intellectual property rights
Disclaimer for websites that we link to
We use our best endeavors to ensure that:
- the websites/apps we select for inclusion in the Platform work, and continue to work properly;
- their content remains acceptable and useful; and
- their operation will not be injurious to our users’ devices.
We explicitly disclaim, and will not accept any responsibility for any of the following in respect of the sites that we link to:
- Infection by computer viruses
- Damage caused by downloaded software
- Technical problems, failures and speed of operation
- Libelous or illegal material
- The quality or truth of any material, or advice that is offered
Terms of conditions specific for educational institutions/colleges etc. (as applicable):
- You shall implement adequate technical and organizational controls to protect the shared personal data obtained from the Company against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure
- You agree to provide reasonable assistance as is necessary to facilitate the handling of any Data Security Breach (as applicable under GDPR or any other privacy law as applicable) in an expeditious and compliant manner
- You agree that the responsibility for complying with a data subject request lies with the Party which holds/processes the Personal Data collected/shared
- You warrant and represent that the institution shall not disclose or transfer Personal Data obtained from the Company to any sub-processors without ensuring that adequate and equivalent safeguards to the Personal Data.
- You shall retain or process shared Personal Data for no longer than is necessary to carry out the agreed purposes.
Platform and the educational institutions etc. (as applicable) would act as independent controllers in their respective capacity.
You are requested to honor your payment obligations to the company.
Payments for the services offered by the Platform shall be on a 100% advance basis. The payment for service once subscribed to by you is not refundable and any amount paid shall stand appropriated. Refund, if any, will be at the sole discretion of the Company.
User hereby irrevocably accepts to receive the tax invoice as soft copy through emails.
Notwithstanding anything contained in any other agreement or arrangement, by whatever name called, the performance obligation of the Company (service provider) is to provide access of its on-line portal to the customer for the duration of the subscription period & reference to any usage, by whatever name called or any other performance obligation, if any, is to provide the upper limit for consumption, which by itself, does not create any additional performance obligation upon the Company
The Company offers no guarantees whatsoever for the accuracy or timeliness of the refunds reaching the Customers card/bank accounts.
The User acknowledges and agrees that Company/Platform, at its sole discretion and without prejudice to other rights and remedies that it may have under the applicable laws, shall be entitled to set off the amount excess paid by a subscriber/user against any amount(s) payable by User to Company under any other agreement or commercial relationship towards other products/services. The Company gives no guarantees of server uptime or applications working properly. All is on a best effort basis and liability is limited to refund of amount only.
The User or customer shall be required to promptly provide copy of TDS certificate to the Company as mandated under law for tax deducted at source from the payments made to the Company. Any loss on account of non availment or disallowance of such TDS credit in view of any lapse as per this clause or as required under applicable law on the part of User or customer shall entitle the company to seek reimbursement or indemnification
Users, buying the products online are redirected to third party gateways for completing payment transactions. These transactions happen on third party network and hence not controlled by Company.
A user through his user identification and shall be solely responsible for carrying out any online or off-line transaction involving credit cards / debit cards or such other forms of instruments or documents for making such transactions and Company assumes no responsibility or liability for their improper use of information relating to such usage of credit cards / debit cards used by the subscriber online / off-line
The Company shall not be liable for any loss or damage sustained by reason of any disclosure (inadvertent or otherwise) of any information concerning the user’s account and / or information relating to or regarding online transactions using credit cards / debit cards and / or their verification process and particulars nor for any error, omission or inaccuracy with respect to any information so disclosed and used whether or not in pursuance of a legal process or otherwise
Disclaimer of warranty
The Company expressly disclaims warranties of any kind for any use of or any access to the Platform, to any material, information, links, or content presented on the web pages at the Platform, to any external website linked thereto, and to any external material, information, links, or content linked thereto. The Platform, and any material, information, links, and content presented on the web pages at the Platform, as well as any external website and any external material, information, links, and content linked thereto, are provided on an “as is” basis, without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, or non-infringement. The Company has no control over any external website or over any external material, information, links, and content linked to the Platform. Certain jurisdictions do not permit the exclusion of implied warranties and the foregoing exclusions of implied warranties may not apply to you. The Platform and its internal web pages may be unavailable for online access from time to time and at anytime; there are no guarantees and no warranties of online availability, impressions, and click-throughs. The entire risk as to the performance of, or non-performance of, or arising out of the use of, or the access of, or the lack of access to the Platform, to any material, information, links, or content presented on the web pages at the Platform, to any external website linked thereto, or to any external material, information, links, or content linked thereto, is borne by the user, visitor, customer, or other person.
Content and liability disclaimer
Platform is an intermediary as defined under sub-clause (w) of Section 2 of the Information Technology Act, 2000.
Company shall not be responsible for any errors or omissions contained on any Company website, and reserves the right to make changes anytime without notice. Mention of non-The College Folio products or services is provided for informational purposes only and constitutes neither an endorsement nor a recommendation by Company. All Company and third-party information provided on any Company Platform is provided on an “as is” basis.
Views expressed by the users are their own, The College Folio does not endorse the same. No claim as to the accuracy and correctness of the information on the site is made although every attempt is made to ensure that the content is not misleading. In case any inaccuracy is or otherwise improper content is sighted on the Platform, please report it to report abuse
This Platform could include unintended inaccuracies or typographical errors. Company and the third-party providers may make improvements and/or changes in the products, services, programs, and prices described in this Platform at any time without notice. Changes are periodically made to the Platform.
The material, information, links, and content presented on and by this Platform is of a general nature only and is not intended to address the specific circumstances, requirements, or any other needs of any particular individual or entity. It cannot be guaranteed that the material, information, links, and content presented on and by this Platform is comprehensive, complete, accurate, sufficient, timely, or up to date for any particular purpose or use. The material, information, links, and content presented on and by this Platform should not be considered as professional, legal, business, financial, investment, or purchasing advice (if you need specific advice, you should always consult a suitably qualified professional). This Platform is sometimes linked to external Platforms over which Company has no control and assume no responsibility, and are in no way acting as a publisher of material, information, links, and content contained on external linked websites. Links may become invalid, may expire, or may become misdirected at any time. Links are provided as a convenience and do not necessarily constitute, signify, or otherwise imply an endorsement by, or an endorsement for, or a relationship with, or connection to Company. The statements expressed on external linked websites are not those of Company; and users are advised that Company does not maintain editorial control over external linked websites or determine the appropriateness regarding the material, information, links, and content contained on external linked websites. Company has no control over any external website or over any external material, information, links, and content linked to the Platform
Nothing on any Company website shall be construed as conferring any license under any of The College Folio’s or any third party’s intellectual property rights, whether by estoppel, implication, or otherwise.
‘The College Folio’ disclaims all warranties, expressed or implied, with regard to any information (including any software, products, or services) provided on any ‘The College Folio’ platform, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement.
Disclaimer of online availability, impressions, and click-through
In addition to the other disclaimers and limitations discussed in this notice, there are no guarantees and no warranties regarding online availability, impressions, and click-through of the website, its web pages, the application and any material, information, links, or content presented on the web pages that may be accessible through the platform. Platform reserves the right although it is under no obligation to ensure that advertising sponsors and advertising must be approved by company before the posting of any advertising material, information, links, content, banners, and graphics on the platform, however, the same may be reported by contacting us. Any advertising should be related to interactive digital television and related subject areas. Company reserves the right to accept or to reject any advertising sponsor or any advertising for any reason.
Purchasing and ordering disclaimer
Make your own decisions:
If you are making or planning to make any decision, whether personal or business decisions, based on the content on the site, you should conduct an independent verification before making your important decision. In the case of any listings or banners displaying any content related to any educational products, you may contact the institution/individual directly. All decisions made would be entirely your prerogative and company does not claim to offer any advice, either legal or financial. Company doesn’t take any ownership, directly or indirectly towards any person whatsoever, with respect to banners hosted on its platform by its customers, which are strictly in the nature of sale of space by platform & it has not carried out any independent verification on the authenticity or compliance requirements, as may have been required under any law for the time being in force, of such images/ banners/ listings.
Read these terms. In purchasing/subscribing to a product/service offered on this platform you are advised to read these terms carefully before proceeding further. You hereby understand and agree to the terms below. If you do not understand and agree with these terms then do not place an order for a product/service.
Pricing. All prices are subject to change without notice. Every effort has been made to ensure accurate pricing of the products/services featured on our platform. In the event a part or accessory is ordered and the listed price has changed, you will be notified prior to our processing your order.
Purchase “as is.” all products/services are provided by the company on “as is” basis with no representations or warranties of any kind from the company, including without limitation no warranties as to the nature and quantum of responses to any banner or listing displayed on the platform.
Your responsibility; damage limits.
You have sole responsibility for use of the products/services you purchase through this platform. In no event shall thecollegefolio.com be liable to you in relation to the products/services, or your use, misuse or inability to use the products, for any (1) indirect, punitive, special, exemplary, incidental, or consequential damage (including loss of business, revenue, profits, use, data or other economic advantage); or (2) direct damages in excess of the amount you paid the company for the applicable product/service.
Limitation of liability
In no event and under no circumstances and under no legal theory, tort, contract, or otherwise shall company be liable, without limitation, for any damages whatsoever, including direct, indirect, incidental, consequential or punitive damages, arising out of any access to or any use of or any inability to access or use this platform including any material, information, links, and content accessed through this platform or through any linked external website/application.
Unless otherwise specified and notwithstanding anything contained in any other agreement or arrangement, by whatever name called, the performance obligation of the company (service provider) is to provide access of its on-line portal to the customer for the duration of the subscription period & reference to any usage, by whatever name called or any other performance obligation, if any, is to provide the upper limit for consumption, which by itself, does not create any additional performance obligation upon company.
You are required to provide true & correct information as required under tax laws, including but not limited to sez unit or usage therein & TCF shall be entitled to consider any information available as per its records to be correct & true & discharge its tax obligations accordingly. In case of any discrepancy or change, the user is required to promptly intimate the correct or updated particulars to the company. The company shall be entitled to seek indemnification from users if it is required to pay any tax, duty, fee, interest or penalty in view of incorrect or incomplete information or data furnished by user or not got rectified/ updated by user timely.
Amendment to these Terms
Company reserves its right to amend / alter or change all or any disclaimers or term(s) or condition(s) of agreements at any time without any prior notice.
If any dispute arises between a user/users and Company arising out of use of the Platform or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of these Terms, the dispute shall be referred to a sole arbitrator who shall be an independent and neutral third party identified by the Company. Decision of the arbitrator shall be final and binding on both the parties to the dispute. The place of arbitration shall be New Delhi, India. The Arbitration & Conciliation Act, 1996 as amended, shall govern the arbitration proceedings.
The Company will not be party to any legal proceedings between a User (e.g. a subscriber) and a party contacted through the site. In case Company is made a party in any legal proceedings, costs will be recovered from the party on whose behest the Company is involved in the matter, to which it otherwise has no control. Company however will abide with any court order served on it through due process.
You are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries, while consuming the information and the services as available through the Platform.
Governing Law and Jurisdiction
These Terms shall be governed by the laws of Republic of India. The exclusive forum for any disputes arising out of or relating to these Terms shall be a court of law located in Delhi, India.
No advertisements, catalogues or other publications or statements, whether written or oral, regarding the performance of the Platform permitted under these Terms shall form part of these Terms.
If any provision of these Terms are held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect.
Assignment and Delegation
You may not assign or delegate your rights under these Terms or the limited license that has been extended to you, and any assignment and/or delegation of these Terms or any sub licensing by you will be null and void, if case any case of this nature is brought to our notice in addition to any other remedies that we may have under the law, we reserve our rights to claim damages and seek an injunction against you.
Availability of Services
Services are provided on a best efforts basis on an AS IS and AS AVAILABLE basis, all is on a best efforts basis, however, there are no server uptime guarantees.
Any regulations, guidelines, legislations or lawful orders of a court or a quasi-judicial body may require us to change alter or stop our services. Similarly, any force majeure events, which are beyond our reasonable control, may cause an interruption in the services.
Data Protection Amendment
In line with General Data Protection Regulation, the below mentioned obligations are drafted which will be applicable on both the parties
For the purposes of the clauses:
- “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th 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
- The “data exporter” shall mean the controller who transfers the personal data;
- The “data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
- “Clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements
- “Data Protection Legislation” means the GDPR for as long as it is directly applicable in the European Union and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in India, and then any successor legislation.
- “Data Subject” means a data subject as defined by the Data Protection Legislation.
- “Personal Data” means personal data as defined by the Data Protection Legislation.
Note: The terms “data exporter” and “data importers” are strictly for use within the context of this amendment which should be interpreted only as defined above, and do not carry the same meaning as defined under any other regulations.
- Obligations of the data exporter
The data exporter warrants and undertakes that:
- The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
- It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
- It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
- Obligations of the data importer
The data importer warrants and undertakes that:
- It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
- It will have in place procedures so that any third party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data.
- It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
- It will identify to the data exporter a contact point within its organization authorized to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time.
- It will not disclose or transfer the personal data to a third party data controller without ensuring that adequate and equivalent safeguards to the Personal Data.
- Law applicable to the clauses
These clauses shall be governed by the law of the country in which the data exporter is established.
- Resolution of disputes with data subjects or the authority
- In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
- The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
- Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.
- In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
- In the event that:
- the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
- compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
- the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
- a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
- a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs
then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
- Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
- The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
- Description of the Transfer
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