DASA General Terms and Conditions
Last update – December 2022
1. Scope of These Terms of Service
1.1. These General Terms and Conditions of Sale and Delivery (“General Terms and Conditions”) shall apply to all Enterprise/Corporate Customers, Government and Public Sector bodies, Service Provider and Software Customers, DASA Accredited Training Providers, Trainers, Learners, Working Group Customers and Community Members, any delegates and participants in DASA events, consumers of DASA products and/or services jointly referred to as “Customer” or “Customers” of DevOps Agile Skills Association (“DASA”), and shall form an integral part of all our contract offers and contract conclusions. Our General Terms and Conditions shall apply to the exclusion of any other terms or conditions; they shall also apply to all future business transactions with Customer/Customers.
1.2. Conflicting or divergent conditions of a Customer which deviate from our General Terms and Conditions shall not be accepted by DASA unless DASA has given explicit written consent to their applicability.
1.3. Any specific agreements (“Individual Agreements”) made with Customers in specific cases (including side agreements, amendments and modifications) shall take precedence over any clauses in these General Terms and Conditions that contradict the terms in the General Terms and Conditions. Subject to counterevidence, a written contract or our written confirmation shall be decisive with respect to the contents of such Agreements.
1.4. DASA respects and is committed to protecting the privacy of our Customers, and employees of our Customers (“Learner” or “End User”) who provide DASA with personal information. The DASA Privacy Policy governs how DASA manages privacy, and this policy is generally applicable to all interactions or Agreements the Customers have with DASA.
2. General Use of These Terms and Conditions
2.1. When Customers purchase Products or Services from DASA, or are given access to Products and/or Services, and hence receive licenses or access to any content associated with these Products and/or Services, there is no actual Intellectual Property transfer that takes place during such a transaction. The Intellectual Property associated with all Products and/or Services resides exclusively with DASA or its suppliers. Customers receive limited use rights for these items that allow them to use the Intellectual Property for the purpose agreed with them.
2.1.1. “Products” means training materials, exams, materials, supplies and other goods Customer has requested and DASA has agreed to supply to Customer.
2.1.2. “Services” means the services, including subscriptions, access to the DASA platform, training services, membership services, access to advisors and so on, Customer has requested and DASA has agreed to perform for Customer under the Contract.
2.2. All DASA Products are protected by copyright, trademark and other laws, and may not be used, published, copied, altered or imitated in whole or in part without a valid and specific written Agreement with DASA allowing Customer or Learners to do so.
2.3. Customers may not develop, obtain, acquire or play any role in developing Products which infringe on or are derived in any way from DASA Products for commercial purposes.
2.4. DASA warrants that it holds all intellectual property rights in or sufficient licenses for the Products and Services it offers, and that DASA is entitled to provide the Customer the rights as set forth in these General Terms and Conditions.
2.5. Customers or its representatives are able to add and modify learning products to the extent allowed within the DASA Talent Academy or MyDASA Platform (“DASA Platform”). All responsibility to ensure that Customers have relevant rights to leverage any learning content associated with the addition and use of such content within the Products on the DASA Platform resides with the Customer. Any ensuing liability for any infringement of any intellectual property for such additional content resides with the Customers.
3. General Use of Products and Services
3.1. The Products and Services provided to Customer on the DASA Platform may be used by the Customer for their own Learners.Customer may not act as an agent or distributor of DASA and resell DASA Products or Services to other third parties or Learners of other third parties.
3.2. When Customers purchase digital Products or are offered licenses as part of a membership with DASA, they receive single use licenses (“Licenses”) from DASA for their Learners.. Licenses can have a varying validity. Licenses expire on the date specified on the License or at the end of the membership agreed with DASA. The information about License validity is visible in Customer’s account on the DASA Portal or on the license agreement signed between DASA and Customer. In exceptional situations, for example due to a material price increase by a 3rd party at a notice less than 365 days, DASA may reduce the validity of Licenses. In such rare instances, DASA will inform Customers of such reduction in License validity by giving a minimum notice period of 45 days.
3.3. Customers that would like to achieve the Accredited Training Provider status are required to enter into specific agreements with DASA and maintain an active accreditation status during the entire period of use or delivery of such Products or Services. DASA will only be able to support Customers for such Products or Services requiring accreditations/active status when the Organization is complying to these requirements.
3.4. Complementary services are available to Products and Services. Complementary services include proctoring, printing, shipping and other services. DASA may use third party providers to fulfill these services. Exact charges for these services are determined at the time of checkout or are provided in the form of a catalog.
3.5. DASA offers the following Products and Services as part of their offering such services forms a part of these terms. These Products and Services may change from time to time. Changes are presented on the DASA website.
3.5.1. Talent solutions
3.5.1.1. DASA Talent solutions include DASA Talent Academy, Training Courses, Assessments, DCF(DASA Competency Framework), Recognition Badges and Skills Passport.
3.5.1.2. DASA also offers Training Courses on its website for Learners
3.5.2. Guidance products
3.5.2.1. DASA Analyst Advisory Services are paid services offered by DASA.
3.5.3. Events and communities
3.5.3.1. DASA offers Customers who are Enterprise Customers the ability to participate in Working Groups.
3.5.4. Training & Certifications
3.5.4.1. DASA Accredited Training Providers status is required to procure DASA training Products for commercial use.
3.5.4.2. DASA offers Training Providers & Trainers accreditation services under the DASA Accredited Training Provider Operating Scheme.
4. Pricing and Invoicing
4.1. The price that is presented to Customers for Products or Services on the DASA Platform is the price that has been agreed with them.
4.2. The price that is offered to Customers is presented in the base currency that has been agreed with them. The base currency is either US Dollar or Euro. The Organization invoicing and payment will also be in the currency that has been agreed with them.
4.3. Prices for Products or Services may change with 30 days notice. There may be various reasons for prices to change, for example, because of exchange rate fluctuations, inflation or changes in pricing of 3rd party products that are included in Products or Services. If Customer receives a price quote, the quote will clearly mention the time validity of that quotation. During the term of validity of such a price quote, Customers have the right to purchase the Product or Service at the quoted price.
4.4. If the Customer’s internal payment processes require the use of Purchase Order Numbers for processing payment of invoices, they can use a valid Purchase Order number issued under an authorized signatory from their organization, while placing an order for a Product or Service.
4.5. Administrative fees, including but not limited to late order fees, cancellation fees, picking and handling charges, etc. may be applicable under certain circumstances for specific Products and Services. DASA will always present a complete and full price at checkout in the DASA Portal.
4.6. Any applicable taxes including any local, regional, national, withholding taxes or any other applicable taxes or duties including VAT shall be levied as appropriate and shall be passed on to the Organization without mark-up. All prices and rates quoted on the DASA Portal exclude such taxes and duties, unless specifically mentioned in the price during the checkout process. All amounts due to be paid to DASA are as per the amounts on DASA invoices. No applicable taxes or discounts or reduction to the invoiced amount, or banking fees etc. will be applied by the Organization to reduce the invoiced amounts due to be paid. The amounts of DASA invoices will be treated as net amounts due to be paid by the Customers in full.
4.7. Any amounts due to be paid to DASA are to be paid by Customer according to the payment conditions as agreed upon with DASA and as indicated in the invoice received from DASA. Customer is not entitled to defer payment for any reason, or to settle due amounts with any other amounts. If DASA has not agreed a specific payment term with the Customer, the default payment term applicable to Customer will be 30 days net.
4.8. If Customer fails to pay the due amounts on time, they shall owe statutory interest for commercial contracts on the outstanding amount without a demand for payment or a notice of default being required. If Customer fail to pay the amount due after a demand for payment or a notice of default has been issued, DASA shall be entitled to refer the outstanding debt for collection, in which case Customer must pay all judicial and extrajudicial costs, including all costs charged by external experts and incurred by DASA in such a process. The foregoing shall be without prejudice to DASA’s other legal and contractual rights.
5. Additional Pricing Terms for Services
5.1. Customers will only be charged for Services after completing an order on the DASA Platform resulting in a Statement of Work (“SoW”), order confirmation or by signing an Enterprise Membership License Agreement . Any other announcements, information requests, or invitations published or communicated as part of an order process or quotation cycle will not be considered a valid order and therefore not binding. DASA will invoice the Customer for Services 30 days or less before the first delivery date of the Service, in case the order is confirmed more than 30 days prior to the planned delivery date. In case the course confirmation takes place less than 30 days prior to the planned delivery date, the invoicing will take place immediately.
5.2. Unless otherwise agreed in the Statement of Work (“SoW”), DASA will provide the required personnel, all required equipment and materials necessary to deliver the service at no additional charge other than what is agreed in the SoW.
5.3. DASA agrees not to submit any expenses or disbursements other than what is agreed in the SoW. In the event DASA may need to incur additional costs, DASA is required to obtain a confirmation in writing from the Customer.
6. Return Policy for Products
6.1. Products that are provided as Licenses and have the status “New”, may be returned within 30 days after DASA has issued a license. DASA will issue a credit note to Customer for the amount invoiced for the Products. The credited amount can be leveraged by the Customer against other outstanding invoices or against future purchases. If the money is required to be returned to Customer, all costs incurred while processing the return of funds including any costs associated with transferring back the funds associated with the return of Products or cancellation of Services, or incurred in return of products will be charged to the Customer, and deducted from the credit note issued, and from any funds that are returned.
6.2. Printed or physical Products cannot be returned, regardless of the return or cancellation date, or reasons for return or cancellation. In case physical Items are damaged, missing, or the quality is not acceptable, and Customer has notified DASA along with photographic proof of the damage within 48 hours of receipt with the intent to return these articles, DASA will accept these as a valid reason for return.
6.3. In case printed materials get lost in shipping, and this does not fall within the responsibility of the delivery organization, DASA will offer Customers a free reprint and shipping of the printed materials.
6.4. Any digital Products such as Licenses, exams, eLearning, eBooks that are digitally delivered and consumed online, that haven’t been used (accessed, consumed, redeemed) and have the status new on DASA Portal, can be returned within 30 days of the License issue date on the DASA Portal. The amounts associated with such returns will be credited to the Customer using the payment mechanism that was used by the Customer for the original order.
7. Cancellation Policy for Services
7.1. In the event that an order for a Training Course or Instructor Services is canceled the following fees will apply:
7.1.1. Less than 3 weeks prior to the Course start date, 50% of the agreed course or instructor fees and incurred travel, lodging, and all other out of pocket incurred costs will be charged per actuals.
7.1.2. Less than 2 weeks prior to the Course start date, 75% of the agreed course or instructor fees and incurred travel, lodging, and all other out of pocket incurred costs will be charged per actuals.
7.1.3. Less than 1 week prior to the Course start date, 100% of the agreed course or instructor fees and incurred travel costs will be charged In all cases, flight change or cancellation fees will be charged in full (100%) per actuals.
7.2. In very special circumstances caused by events outside the control of DASA or due to extenuating circumstances, it may be necessary for DASA to cancel a confirmed order at short notice (“Excused Cancellations”). The following are examples of circumstances when Excused Cancellations might apply:
7.2.1. Unexpected death or serious illness of the trainer delivering the program;
7.2.2. Serious injury that directly restricts the ability to travel of an Instructor; 7.2.3. Significant natural disasters or severe weather incidents triggering a state of emergency that directly impact the Use of a physical training venue or the ability to travel for the Instructor to the training venue;
7.2.4. Urgent travel restrictions or severe security advisories issued after the time of Booking, by an appropriate government office or agency;
8. Cancellation Terms for Subscription or Membership Services
8.1. DASA does not offer refunds for payments made on subscriptions including course library subscriptions or service subscriptions such as memberships. If Customer cancels a subscription during the then valid term of subscription, cancellation will become effective at the end of the current period. Customers including business and Learners will have continued access to the subscription for the remainder of that period, but will not receive a refund from DASA. If a Customer does not renew their membership or accreditation, the Customer loses access to the assigned content on the Platform as per the expiry of their DASA license agreement.
9. Access to and Managing Accounts on DASA Portal
9.1. Customer guarantees that the information provided by the Customer is true, complete and accurate. DASA expects the Customer to keep the information about their organization up to date on the DASA Portal. Customers agree to maintain reasonable and appropriate safeguards with respect to their Account on DASA Portal, including but not limited to up-to-date virus protection on the systems that are accessing DASA, security firewall, prevention of unauthorized access etc. at their own expense.
9.2. DASA may block a Customer’s account, or suspend their account or refuse to process a payment, or deliver a Product or a Service, if DASA reasonably believes there is a risk associated with them, their Account or payment, including if it breaches a law or regulation, or breaches these Terms and Conditions.
10. DASA Trademark
10.1. DASA hereby grants DASA Accredited Training Providers non-exclusive, non-transferable license during the term of this Agreement to use and reproduce the DASA trademarks and trade name solely to market the Products and Services. The Customer shall use such DASA trademarks as per guidelines issued by DASA on the use of trademarks, without additions or omissions and only as a reference to the Products and Services related to DASA.
11. Term and Termination
11.1. These General Terms and Conditions are valid for as long as the Customer has an active agreement with DASA. When the Customers agreement is terminated for any reason, it will automatically terminate the applicability of the General Terms and Conditions and any related Agreement DASA has with the Customer around procurement of DASA Products and Services.
11.2. Please be aware that even though the General Terms and Conditions are perpetually applicable to DASA relationship with the Customers during the period the Customer uses DASA Products and Services, Customer’s access to specific Products or Services on the DASA Portal may be governed by Additional Agreements. These Additional Agreements that complement this Agreement maybe bound to specific conditions such as a specific time period. If such an Agreement expires, Customer’s access to the Products or Services covered under such an Agreement would also expire, and the Customer may no longer be eligible to purchase, use or deliver these Products or Services.
11.3. This Agreement may be terminated by either party by giving 30 days notice.
11.4. This Agreement may be terminated for cause immediately by written notice upon the occurrence of any of the following events:
11.4.1. By either party, if the other party ceases to do business, or otherwise terminates the business operations of the division or business group relevant to this Agreement;
11.4.2. By either party, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust, deed, creditors arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days;
11.4.3. By either party, if the other party breaches any material provision of this Agreement (including, without limitation, failure to pay any fees or other charges when due) and fails to fully cure such breach within thirty (30) days (ten (10) days in the case of failure to pay) of written notice describing the breach.
11.5. In the event a third party provider, accreditor or other intellectual property owner terminates its relationship with DASA, DASA will inform the Customer of such an event if it affects Customer’s business. Any rights under this Agreement to purchase and distribute the affected items are automatically terminated as per the notice period and end date provided by the third party. DASA does not incur any liability on account of any losses or claims incurred by the Customer under such a termination.
12. Effect of Termination
12.1. Upon termination by either Party, Customer shall return all Confidential Information to DASA. Each Party will immediately cease use of the other Party’s trademarks, trade names, service marks, or other designations and pay all outstanding debts to the other Party within 10 days following the termination date.
12.2. Termination by either Party will not affect the rights of any Customer that acquired a license to DASA Products or Services on a date prior to the contract termination date.
12.3. The rights and obligations of the Parties, which by their nature would be expected to survive termination, shall survive termination of the Agreement. 12.4. Upon termination by either party, Customer shall forward to DASA any and all materials pursuant to the Agreement up to the effective date of termination, and any and all materials that are the property of DASA.
13. Warranty
13.1. Unless agreed otherwise in writing, the Products and Services have not been designed to meet individual Customer or Learners preferences and requirements.
13.2. Products and Services are provided “as is” and DASA does not warrant that the Products and Services are error free. DASA hereby disclaims any and all liability on account thereof.
13.3. DASA warrants that Services shall be provided with reasonable skill and care, that Instructors, consultants or advisers provided by DASA shall be appropriately skilled, trained and certified. All other warranties are excluded to the extent that such can be excluded by law.
13.4. DASA does not warrant that the access to online learning Products or Services that are provided online will be uninterrupted, or will meet any particular user requirements. DASA hereby disclaims any and all liability on account thereof.
14. Third Party Links
14.1. The DASA Portal may contain links to third party websites that are not owned or controlled by DASA. A description or link to such third-party services does not imply our endorsement of the third-party service. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, DASA will not and cannot censor or edit the content of any third-party site. By using the Site, you expressly relieve DASA from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit.
15. Limitation of Liability
15.1. Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall DASA or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to you or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with the use of or inability to use the DASA Products and Services, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of DASA has been advised of or should have known of the possibility of such damages.
15.2. In addition, in no event shall DASA be liable for damages stemming from any one of the following, no matter it is special, direct, indirect, punitive, incidental or consequential damages, or related to contract, negligence, tort or otherwise:
15.2.1. willful or reckless misconduct,
15.2.2. breach of its confidentiality and,
15.2.3. if and to the extent that such limitation is prohibited by applicable mandatory law, and
15.2.4. indemnification obligations for Intellectual Property breaches as provided for in this Agreement.
15.2.5. Any disputes related to Products, Services published, purchased or obtained from DASA, including, but not limited to, disputes about invoicing, quality, safety, warranty, lawfulness or availability of such Products or Services;
15.2.6. Any violation of Third Party Rights on the DASA Portal;
15.2.7. Unauthorized access to data or private information of any User on the Site; or
15.2.8. Statements or conducts of any User of the Site.
15.2.9. Our total liability to You is limited to the total amount paid by You to us as a partner, or by us to You as a Service Provider in the last 12 months, or EUR 10,000 whichever is the lesser.
15.2.10. We may, at our expense, assume the exclusive defense and control of any matter You indemnify us against, and if so You agree to cooperate with us.
15.3. DASA shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including, but not limited to, damages for loss of profits or savings, business interruption or loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following: (1) the use or the inability to use the DASA Products and Services , (2) any defect in Products or Services purchased or obtained from DASA Portal (3) any violation of third party rights or claims or demands that Products or Services offered or displayed on the DASA Portal may violate or may be alleged to violate third party rights or claims by any part that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants, (4) unauthorized access by third parties to data or private information of any User, (5) statements or conduct of any User of the DASA Portal.
15.4. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not DASA has been advised of or should have been aware of the possibility of any such losses arising.
16. Indemnification
16.1. DASA will indemnify and defend the Customer against any claim that the use or sale of one or more Products or Services infringes a valid patent, copyright, trade secret or other proprietary rights. DASA will pay resulting costs, damages and reasonable attorneys’ fees finally awarded against Customer or agreed to in any settlement provided that:
16.1.1. Customer promptly notifies DASA of any such claim;
16.1.2. DASA has sole control of the defense and all related settlement negotiations; and
16.1.3. Customer cooperates in the defense and furnishes all related evidence in its control.
16.2. If such a claim has occurred, or in DASA’ s opinion is likely to occur, Customer shall permit DASA, at DASA’ s option and expense, either
16.2.1. to procure for Customer the right to continue using such Products or Services, or
16.2.2. to replace or modify them so they become non-infringing. If neither of these alternatives is reasonably available, Customer shall return/cancel the infringing Products or Services upon request immediately to DASA and cease all purchase, use or delivery of such a Product or Service. DASA agrees to grant a credit for such returned items commencing with the date of acceptance.
16.3. DASA shall have no liability or any indemnification obligation for any claim based upon:
16.3.1. The use of outdated Products or Services;
16.3.2. Modifications to one or more Products or Services if such modifications are not made by DASA or are made by DASA on behalf of Customer’s specifications or instructions;
16.3.3. The use of Products by Customer in any way that violates the accreditation requirements that are associated with these Products or Services
16.4. Customer hereby agrees to indemnify, defend and hold harmless DASA, DASA affiliated organizations, its employees, directors, officers, agents, Third Party Providers and suppliers from all claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys’ fees, expenses and settlement costs) arising out of:
16.4.1. Customer’s breach of this Agreement;
16.4.2. Customer’s failure to comply with relevant laws and regulations;
16.4.3. Customer’s making representations or warranties, which are not authorized by DASA hereunder;
16.4.4. Customer’s failure to receive approval from any industry association or industry consortium for use of such association’s or consortium’s trademarks, trade names and service marks
17. Jurisdiction and Arbitration
17.1. In case of litigation about this Agreement the courts in the following countries will be competent. If Litigation about this Agreement has been brought before one of these courts, that court will have exclusive competence from then on. Courts for which proceedings can be brought are:
17.1.1. Any established court of Arbitration
17.1.2. The courts of the Netherlands
17.1.3. The courts of the country and state where Customer has its domicile 17.1.4. The courts of the country where the breach of contract is claimed to have occurred
17.2. The applicable law for dispute resolution is the law of the country where the litigation takes place (lex fori).
18. Notice & DASA Contact Details
18.1. Any notice or other communication given pursuant to this Agreement must be in writing for which the receipt by the receiving Party can be shown. For example registered mail with receipt confirmation, facsimile, or e-mail on which a clear individually written email reaction was given, proving the receipt of the e-mail by the receiving Party. Automatic receipt confirmation is insufficient.
DASA B.V.
Stationsplein 45, A4.004
3013 AK Rotterdam
Attention: Contracts Department
Email: operations@devopsagileskills.org
19 Confidentiality
19.1. The receiving Party agrees that it shall not use Confidential Information for any purpose other than for the purposes of this Agreement, and shall not disclose the Confidential Information to any third party except with the express prior written consent of the disclosing Party. The receiving Party shall limit any internal disclosure of Confidential Information to employees having a need to know such information for the execution of this Agreement.
19.2. The obligations of this Agreement shall not apply to:
19.2.1. Information that on the date of disclosure is in the public domain; 19.2.2. Information that is published or otherwise becomes part of the public domain through no fault of the receiving Party after the date of the disclosure;
19.2.3. Information that is already known and in the possession of the receiving Party on the date of disclosure hereunder as evidenced by written record
19.2.4. Information that is independently developed by the receiving Party; 19.2.5. Information that the receiving Party can show is received by it after the date of disclosure hereunder from a third party who did not receive such information under an obligation of confidentiality; or
19.2.6. Information that the receiving Party is required to disclose to a third party by virtue of a court order or a statutory obligation, provided that notice is provided by the receiving Party to the disclosing Party reasonably in advance of any such disclosure to enable the disclosing Party to take appropriate steps to protect its confidential or proprietary information.
19.3. The Parties agree that all Confidential Information shall remain the property of the disclosing Party, and no license, express or implied, under any patent or other intellectual property right, is granted under this Agreement.
20. Severability
20.1. If any portions of this Agreement are determined to be invalid or unenforceable, the remaining portions shall nevertheless remain valid and enforceable.
21. Language of Communication
21.1. English is the primary and for most types of communication the only language of communication. All communication with most stakeholders is conducted in English. Only in specific geographies in the delivery of certain Products and Services or where required by law is DASA obliged to do communication in another language.
22. Insurance.
22.1. Parties will maintain adequate insurance as required by Law and suitable for managing their business.
23. Waiver
23.1. Neither Party shall be deemed to have waived a right, power, or privilege provided for hereunder, unless such waiver is made in writing, and signed by the Party against whom such waiver is sought.
24. Force Majeure
24.1. Neither Party shall be liable for any delays in performance or failure to perform any of its obligations hereunder where such delay or failure arises due to reasons beyond its reasonable control, provided that the Party affected by such force majeure event promptly notifies the other Party of the cause and duration of any delay resulting there from.
25. Compliance With Laws
25.1. DASA agrees to comply with all laws, rules, and regulation applicable to the services provided by DASA under this Agreement, including without limitation in respect of data protection, privacy, and security of end-user data, and end-user personally identifiable and financial information. Without limiting the generality of the foregoing, DASA agrees to abide by industry best practice standards applicable to the protection and security of all end-user data.
26. Prohibited Countries.
26.1. The Customer represents and warrant that:
(i) neither the Customer nor the location of delivery of the training program will be located or would take place in a country that is subject to a European Union or United States of America embargo, or that has been designated by the European Union or the United States of America as a “terrorist supporting” country; and
(ii) The Customer is not listed on any European Union or United States of America list of prohibited or restricted parties. In addition to complying with the above, The Customer must also comply with any relevant export control laws in their local jurisdiction.
27. Injunctive Relief
27.1. Parties agree that breach of the clauses protecting intellectual property and confidentiality will cause irreparable damages to the other Party. Therefore Parties can seek equitable relief, including injunctive relief and specific
performance, to protect these interests without having to prove actual damages and without having to post a bond or other securities.
28. No Soliciting
28.1. Customers shall not during the Agreement and for twelve (12) months after
termination thereof, without DASA prior written Agreement, solicit or offer employment or any other form of engagement to any of DASA’ employees.
29. Independent Business Partners
29.1. This Agreement implies no other relation between parties than provided explicitly herein. Customer is not authorized to legally represent DASA, and is no employee, consultant, general representative or any type of agent of DASA.
30. Accreditation
30.1. It is Customers responsibility to comply with specific accreditation or quality criteria that may apply for Customer in order to deliver the relevant Products and Services to the market as an Accredited Training Provider.
31. Data Processor
31.1. DASA processes the personal information (for example, names, email addresses, and shipping address) of Customer and Customers employees and is therefore considered a data processor of Customer’s personal information under European Union “EU” data privacy tenets as per the European GDPR regulation. The Data Processing Agreement included in Exhibit A forms an integral part of this Agreement and shall be applicable to all data processing activities that DASA performs as a data processor.
32. End User Privacy
32.1. Customers may add or import personal information of their end-users (“End User”, “End Users”). An End User is typically the Customer, the learner, or an employee of a Customer. DASA has no direct relationship with the End User or any person other than Customer; and for that reason, Customer is responsible for making sure the appropriate permissions have been obtained from the End User for DASA to collect and process information. DASA shall process the End Users Data only as a Data Processor acting on behalf of the Data Controllers.
32.2. If DASA is sued, fined, or otherwise incurs expenses because of something that Customers did related to End Users’ personal information, Customer agrees to indemnify DASA for the expenses it incurs in connection with the processing of End Users’ personal information.
33. DASA Portal Service Level Agreement
33.1. DASA shall use commercially reasonable efforts to support the operations of DASA Portal and offer online services to the Customer.
33.2. DASA Technical Support is provided only towards Customers or Learners who are experiencing technical issues in the operation of the DASA Portal or learning content.
33.3. DASA provides email based technical support. Support is provided via the DASA Servicedesk and is accessible via operations@devopsagileskills.org.
33.4. DASA hosts the DASA Portal with internationally known and reputed hosting providers, and DASA seeks upwards of 99.5% availability of the server and database from the hosting providers calculated on an annual basis. In case of network outage or server outage at the hosting provider side, DASA will do its best to inform Customer and all active Learners.
33.5. In the case of no response or unsatisfactory support by the DASA Servicedesk, escalation can occur to the DASA Sr. Service Operations Manager. The DASA Sr. Service Operations Manager can be reached through
Operations@devopsagileskills.org.
33.6. DASA Support is only able to provide support in the English language, and hence is only able to cater to requests received in the English language.
34. Incident Response Time and Support Window
34.1. DASA service desk support is provided via email. There are 3 kinds of severity categorizations of incidents:
34.2. Major. DASA Talent Academy is not available, functional or starting up. Response time is within 4 business hours.
34.3. Medium. Certain Functionality or integration is not available, functional or starting up within the DASA Portal. Response time is within 1 business day.
34.4. Minor. One or more users have an issue, however are able to perform most activities in the DASA Portal. Response time is within 2 business days.
35. Updating These Terms and Conditions
35.1. DASA reserves the right to update and or change these Terms and Conditions from time to time. When DASA makes changes to these Terms that affect the Customer’s rights, DASA will post the revised Terms and inform the Customer via email.
End User License Agreement (DASA Talent Academy)
Last updated: Dec 2022
1. Accepting This Agreement
1.1. By clicking on the ‘register’ button, the user (“You” or “Your” or “User”) agrees to the Terms and Conditions, obligations, representations, warranties, and
agreements contained herein (the “End User License Agreement”, or “EULA”). Please read through them carefully, and be advised that you are not allowed to proceed further, or use products or services on the DASA Portal through our Website unless you are agreeing to these terms. The DASA Portal is owned, maintained and monitored by DASA B.V. (“Us”, “We”, “Our”, “DASA Platform”, ‘DASA”).
2. Your Personal Account
2.1. By entering into this End User License Agreement, You acknowledge and agree that Your ID and Password (“User Account”) is for Your exclusive use only. Use or sharing of Your User Account with other Users is not allowed. We may block or suspend your account in case we detect unauthorized access or irregular use of your User Account.
2.2. You are solely responsible for maintaining the confidentiality of your User Account and for all activities you perform on the DASA Platform or related sites. You may not use the DASA Platform for any illegal purpose or in any manner inconsistent with this EULA. You agree to use the DASA Platform solely for the use and benefit of you and your own organization, and not for resale or other transfer to, or use by or for the benefit of, any other person or entity. You agree to notify us if you have reason to believe there is any unauthorized use of Your User Account. We shall not under any circumstances be held liable for any claims related to the use or misuse of Your User Account due to the activities of any third party outside of our control or due to Your failure to maintain the confidentiality and security of Your User Account.
3. Your Personal Information
3.1. When access to products or services from the DASA Platform are provided to you by your Organization (“Your Organization”), we have been granted the rights by your organization to process your personal information. This has been separately agreed between Your Organization and DASA B.V in a (“Contract”). This contract permitted Your Organization to create and configure the DASA Platform or other DASA products, so that you and others could join. You acknowledge and agree that your personal data is owned by Your Organization and the Contract provides Your Organization with many choices and control over your personal information. If We are sued, fined, or otherwise incur expenses because of something related to us processing your personal data, your organization will indemnify us for that.
3.2. If you, as a User, have signed up directly for the DASA Platform, then there will be no separate Contract other than this End User License Agreement.
3.3. DASA is committed to protecting your privacy and ensuring You have a positive experience on the DASA Platform and related sites and using our Services. As part of agreeing to this End User License Agreement you also agree to the application of the DASA Privacy Policy to this Agreement.
3.4. We shall not under any circumstances be held liable for any claims related to the use or misuse of Your User Account due to the activities of any third party outside of our control or due to Your failure to maintain the confidentiality and security of Your User Account.
4. Access to Products and Services
4.1. Following your registration, you will be provided with access to training related products and services. These can be provided to you in the form of content, courseware, assessments, labs, virtual or live schedule sessions or other delivery forms (“Products”) and (“Services”). These Products and Services are provided to you by Your Organization or by training providers on the DASA Platform (“Training Providers”). DASA reserves the rights to amend, revise, or update the DASA platform from time to time, and Training Providers reserve the right to amend, revise or update the Products and Services that are offered to you from time to time. We grant you a personal, restricted, non-transferable, non-exclusive, and revocable license to use the DASA Platform and any Products or Services. Products and Services are provided solely for your personal use, or use as defined by your organization (“Restricted Purpose”). You are permitted online access to the DASA Platform and may download, save, or print a reasonable number of copies of your learning materials solely for the Restricted Purpose. You are not permitted to reproduce, transmit, distribute, sub-license, broadcast, disseminate, or prepare derivative works of any of the Products and Services on the DASA Platform without our written permission.
5. Fees
5.1. If you are assigned Products and Services through your Organization, Your Organization will pay all fees for the Products and Services that are assigned to you. If you are an individual User, You will pay for the Products and Services as per the price listed on the DASA Platform.
6. Canceling and Returning Products
6.1. Digitally delivered Products (eLearning, ebooks, exams, etc.) may be returned to us within 30 days after you have purchased the Product and only when you have not yet accessed these Products. We will provide you with a refund for these Products minus any direct costs that we incur as part of returning fees to you (like banking costs).
6.2. You may not return any Products where items have been physically shared with you. For example when you have ordered physical training manuals.
7. Canceling Courses by You
7.1. You may freely cancel your registration into a course event (“Seat”) if the start date of the course is 30 or more days away from the moment you have purchased the course (“Free Cancellation Period”). You may also freely cancel your registration when the course is starting within 30 days from the moment of your Purchase, but the status of the course is not yet confirmed to be delivered (“Confirmed to Run”).
7.2. In any other case, you are eligible for paying cancellation fees when canceling your participation. The specific cancellation fees can count up to 100% of the purchase price, depending on when you cancel, and the cancellation terms that are provided by the course provider. You can find the cancellation terms for each specific course on the DASA Platform.
7.3. We will credit you for the amount paid for the Seat following the cancellation minus any cancellation fees that are applicable and any direct costs incurred by DASA in returning the funds to you. Any such cancellation fee charged will not be applicable or usable towards the price of any rescheduled courses.
8. Canceling Courses by the Provider on the DASA Platform
8.1. The course provider is free to cancel a course that is not starting within the next 30 days (“Free Cancellation Period”). In the event that you have paid for such a course that is canceled within the Free Cancellation Period, you will be provided with a full refund. The same conditions apply for a cancellation that is the result of an Excused Cancellation. You will not be refunded for any personal expenses or travel costs.
8.2. In the event a course is canceled between 30 days and 15 days of the first day of the course, the Training Provider may reschedule your course without any additional charges for example when there are insufficient registrations for the event.
8.3. In the event a course is canceled within 15 days before the first day of the course, the Training Provider must offer you a replacement session, and you may charge any incurred direct costs to the Training Provider with a maximum value of the price you’ve paid for the course, and only when submitting receipts of these incurred costs.
9. Excused Cancellation
9.1. In very special circumstances caused by events outside the control of the Training provider, it may be necessary to cancel a confirmed order due to extenuating circumstances at short notice for one of the situations identified below (“Excused Cancellations”)
9.1.1. Unexpected death or serious illness of the trainer delivering the program; 9.1.2. Serious injury that directly restricts the ability to travel of the trainer delivering the training;
9.1.3. Significant natural disasters or severe weather incidents triggering a state of emergency that directly impact the Use of a physical training venue or the ability to travel for the trainer to the training venue;
9.1.4. Urgent travel restrictions or severe security advisories issued after the time of booking, by an appropriate government office or agency;
9.2. DASA requires training providers to provide evidence to support an Excused Cancellation. Wherever approved, the fees will be refunded in full to you.
10. Invoicing and Payment for Users
10.1. DASA offers various options for Users to pay for Products or Services on the DASA Platform. The following conditions are applicable only to individual users, and DASA has agreed other provisions with Organizations as defined in their Contracts.
10.2. The exact payment options may vary from country to country, and not all payment options may be available in Your country. Payments for Products and Services are made in advance, either immediately, or annually in accordance with any different billing frequency stated in the Product or Service description. In case the option to pay by invoice is available, all invoiced fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to DASA and notifying DASA of any changes to such information.
11. Overdue Charges
11.1. If any invoiced amount is not received by DASA by the due date, then without limiting DASA rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) DASA may condition future subscription renewals and contracts on payment terms shorter than those specified in the “Invoicing and Payment” section above.
11.2. If any charge owing by You under this or any other agreement for services is 30 days or more overdue, DASA may suspend your User Account until payment has been made.
12. Payment Disputes
12.1. DASA will not exercise its rights under the “Overdue Charges” section above if User is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
13. Intellectual Property Rights
13.1. The DASA Platform, including but not limited to all information provided on the DASA Platform, its Products and Services are protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws by the sellers of these Products and Services on the DASA Platform, or DASA. You agree to abide by all applicable copyright, trademark, and other laws, as well as any additional copyright notices or restrictions contained on the DASA Platform.
14. Limitation of Liability
14.1. You expressly agree that use of the DASA Platform, the website and related applications, any Products and Services offered to you through the DASA Platform are at Your sole risk. We do not warrant that access to the DASA Platform, Products or Services will be uninterrupted or error free; nor is there any warranty as to the results that may be obtained from the use of the DASA Platform, the Products or Services or as to the accuracy or reliability of any information provided through the DASA Platform, the Products or Services. In no event will We, our Sellers, or any person or entity involved in creating, producing, or distributing Products or Services, or the DASA platform be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use of or inability to use the DASA Platform, its’ Products or Services.
14.2. The disclaimer of liability contained in this clause applies to any and all damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records or any other material, whether for breach of contract, negligence, or under any other cause of action.
14.3. You hereby specifically acknowledge that We are not liable for any defamatory, offensive, wrongful, or illegal conduct of third parties, or other users of the DASA Platform, its Products or Services and that the risk of damage or injury from the foregoing rests entirely with each user.
14.4. You agree that Our liability, or the liability of DASA Platform Sellers, or any of DASA platform or Seller directors, officers, employees, agents, and licensors, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with DASA Platform operations, Products or Services shall not exceed the fee you, or your organization paid to Us for those Products or Services.
15. Term and Termination
15.1. This Agreement will become effective upon Your acceptance of the terms of this Agreement by clicking on the ‘register’ button and will remain in effect until your account is terminated by your organization, yourself or Us.
15.2. We reserve the right to terminate this Agreement and block Your access to the Products and Services with immediate effect by sending a written notice through email to You to this effect (“Immediate Termination Date”) if such termination is made as a result of Your misrepresentation, default, misconduct, or breach of Your obligations related to or under this Agreement (“Event of Default”). On the occurrence of any Event of Default, We shall be authorized to exercise all the rights and remedies under this Agreement or applicable Law or available in equity to seek indemnification for any Loss or Claim resulting from any such Event of Default.
15.3. The Term for Subscription Contracts (“Subscription”) shall be as specified in the applicable Agreement for that Subscription. Except as otherwise specified in an Agreement, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice (email acceptable, or canceling the subscription in the DASA Platform) at least 30 days before the end of the relevant subscription term. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
16. Effect of Termination
16.1. If this Agreement is terminated by User in accordance with the “Term and Termination” section above, DASA will refund Customer any prepaid fees covering the remainder of the term of Subscriptions after the effective date of termination. If this Agreement is terminated by DASA in accordance with the “Term and Termination” section above, User will pay any unpaid fees covering the remainder of the term of all contracts to the extent permitted by applicable law. In no event will termination relieve User of its obligation to pay any fees payable to DASA for the period prior to the effective date of termination.
17. Indemnity
17.1. You agree to indemnify and hold DASA, or Sellers or any of its licensors, directors, officers, employees, and agents, harmless from and against any and all claims, losses, damages, liabilities, and expenses including attorneys’ fees, arising out of Your unauthorized use of the DASA Platform, Products and Services or any violation or breach of this Agreement or any provisions hereof.
18. Waiver
18.1. Neither failure nor delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, or of the exercise of any other right, remedy, power, or privilege. No term of this
Agreement shall be deemed waived, and no breach consented to, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of any rights or consent to any breaches shall constitute a waiver of any other rights or consent to any other breach.
19. Severability
19.1. In the event any provision of this Agreement is held invalid or unenforceable under the applicable laws, the remaining provisions shall continue in full force and effect, and the Agreement shall be deemed to be reformed by replacing such invalidated or unenforceable provision with a valid and enforceable provision that gives effect as closely as possible to the intentions of the parties as expressed by the invalidated or unenforceable provision.
20. Governing Law and Jurisdiction
20.1. For all users the Agreement shall be governed and construed in accordance with the Laws of The Netherlands. In case DASA and your Organization have agreed any other legislation to be applicable this will be recorded in the Agreement between DASA and your Organization.
21. Amendment and Assignment
21.1. We reserve the right to unilaterally amend or modify this Agreement without giving any prior notification to You. We shall however publish the revised agreement on the DASA Platform so that You are aware of the revisions, modifications and amendments made by Us to this Agreement. You acknowledge and agree that it is Your responsibility to check the DASA Platform periodically for any revisions, modifications, and amendments. Your continued use of or access to the DASA Platform, Products and Services following the posting of any changes to this Agreement shall constitute acceptance of those changes.
21.2. You are not permitted to assign this Agreement or the rights and obligations mentioned in this Agreement to any third party and You only shall be held liable for any breach of this Agreement or any terms and conditions hereof.
22. Survival
22.1. The sections titled “Your personal account”, “Your personal information”, “Limitation of Liability”, and “Survival”, and all of the provisions that are related to the effect of Termination will survive any termination or expiration of this EULA.
23. Entire Agreement
23.1. This Agreement, the Privacy Policy,and any additional guidelines, rules, and/or disclaimers posted on the DASA Platform constitutes the entire agreement governing Your use of the DASA Platform and supersedes any prior agreements, if any, relating to any matter dealt within this Agreement.
24. Taxes
24.1. DASA will apply taxes that are due based on our platform’s global taxation policies to You during any transactions that are conducted. You are, however, responsible for paying all other applicable fees and taxes that are associated with the use of the DASA Platform based on your personal status, situation and applicable jurisdiction in addition to taxes that are charged by DASA. Your responsibility includes withholding tax if it applies, unless DASA clearly indicates the applicable withholding taxes indicated during the payment screen and in the invoice.
25. Contacting DASA
25.1. Please also feel free to contact us if you have any questions about DASA’s End User License Agreement. You may contact us at Operations@devopsagileskills.org or at our mailing address below:
DASA B.V.
Stationsplein 45, A4.004
3013 AK Rotterdam
The Netherlands
Exhibit A – Data processing Agreement
Member EU GDPR Data Processing Addendum
This Data Processing Addendum (“DPA”) is incorporated into, and is subject to the terms and conditions of, the Agreement between DevOps Agile Skills Association (“DASA”) and the Customer entity that is a party to the Agreement (“Customer”).
1. Definitions
“Data Protection Law” means: (i) Prior to 25 May 2018, the Data Protection Act 1998 and Directive 95/46/EC; and (ii) On and after 25 May 2018, the General Data Protection Regulation (EU) 2016/679 (“GDPR”)
“Data Processor”, “Data Controller”, “Data Subject”, “Personal Data” and “Processing” shall have the meanings given to such terms in Data Protection Law
“End User Data” means any Personal Data that DASA processes on behalf of Customer as a Data Processor in the course of providing Services, as more particularly described in this DPA
“Sub-processor” means any Data Processors engaged by DASA to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or Sellers on the DASA Platform.
“Party” or “Parties” refer to the Data Controller and Data Processor, individually as Party or collectively the Parties
2. Relationship With the Agreement
2.1 The parties agree that DPA shall replace any existing DPA the parties may have previously entered into in connection with the Services.
2.2 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.
2.3 Any claims brought under or in connection with this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.
2.4 Any claims against DASA under this DPA shall be brought solely against the entity that is a party to the Agreement. In no event shall any party limit its liability with respect to any individual’s data protection rights under this DPA or otherwise. Customer further agrees that any regulatory penalties incurred by DASA in relation to the End User Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce DASA’’s liability under the Agreement as if it were liability to the Customer under the Agreement.
2.5 No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.
2.6 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.
3. Scope and Applicability of This DPA
This DPA applies where and only to the extent that DASA processes End User Data that are subject to the Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement. This DPA shall apply to the processing of End User Data within the scope of this DPA from May 25, 2018.
4. Roles and Scope of Processing
4.1 Role of the Parties
As between DASA and Customer, Customer is the Data Controller of End User Data, and DASA shall process End User Data only as a Data Processor acting on behalf of Customer.
4.2 Customer Processing of End User Data.
Customer agrees that (i) it shall comply with its obligations as a Data Controller under the Data Protection Law in respect of its processing of End User Data and any processing instructions it issues to DASA; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under EU GDPR for DASA to process End User Data and provide the Services pursuant to the Agreement and this DPA.
4.3 DASA Processing of End User Data.
DASA shall process End User Data only for the purposes described in this DPA and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to DASA in relation to the processing of End User Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and DASA.
4.4 Details of Data Processing
(a) Subject matter: The subject matter of the data processing under this DPA is the End User Data. An End User is typically the Customer, the learner, or an employee of a Customer, or an instructor contracted with a Customer.
(b) Duration: As between DASA and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms. (c) Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of DASA’s obligations under the Agreement (including this DPA) or as otherwise agreed by the parties. (d) Nature of the processing: DASA provides a platform for offering delivery and logistical services to Customer, including but not limited to the distribution of electronic content, printing and shipping of courseware Items, instructor provisioning services, or delivery of exam licenses. This enables Customers to receive Items from DASA and its suppliers. Here is a list of the types of Personal Data that are processed in conjunction with the Data Processor’s delivery of the aforementioned services, and the purpose of the processing.
(i) Distribute training materials and schedule exams. During the term of the Agreement, DASA will process personal data such as name, email address, language and access to and usage of the training materials and attendance exams, on behalf of the Customer, in order to deliver the agreed Service for fulfillment of training materials and exams;
(ii) Tracking progress in eLearning. During the term of the Agreement, DASA will process personal data such as name, email address, language and usage data and tracking attendance, progress, and completion in eLearning, in order to deliver the agreed Service for fulfillment of training materials.
(e) Categories of data subjects: Any individual accessing and/or using the Services through the Customer’s account (“End User”)
4.5 Notwithstanding anything to the contrary in the Agreement (including this DPA), Customer acknowledges that DASA shall have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered Personal Data under Data Protection Laws, DASA is the Data Controller of such data and accordingly shall process such data in accordance with the DASA Privacy Policy and Data Protection Laws.
4.6 Tracking Technologies. Customer acknowledges that in connection with the performance of the Services, DASA employs the use of cookies, unique identifiers, web beacons and similar tracking technologies (“Tracking Technologies”). Customers shall maintain appropriate notice, consent, opt-in and opt-out mechanisms as are required by Data Protection Laws to enable DASA to deploy Tracking Technologies lawfully on, and collect data from, use of the Services in accordance with and as described in the DASA Cookie Policy.
5. Sub-Processing
5.1 Authorized Sub-processors. Customer agrees that DASA may engage Sub processors to process Customer Data on Customer’s behalf. The Sub-processors currently engaged by DASA and authorized by Customer are listed below
5.2 Sub-processor Obligations. DASA shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause DASA to breach any of its obligations under this DPA.
Sub-processor list
| Entity Name | Country Service |
| Adobe Systems | Ireland Digital Signature Service |
| Amazon Web Services | Ireland Secure Cloud Service Platform |
| Encartify | Netherlands Talent Academy Platform |
| Mollie | Netherlands Payment Processing |
| SAGE | England ERP system for Financial management |
6. Security
6.1 Security Measures. DASA shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data. Updates to Security Measures. Customer is responsible for reviewing the information made available by DASA relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that DASA may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.
6.2 Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of DASA Platform, including securing its account authentication credentials, protecting the security of End User Data when in transit to and from DASA Platform and taking any appropriate steps to securely encrypt or backup any End User Data uploaded to DASA Platform.
7. Security Reports and Audits
DASA shall also provide written responses (on a confidential basis) to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires that are necessary to confirm DASA’s compliance with this DPA, provided that Customer shall not exercise this right more than once per year.
8. International Transfers
Data center locations. DASA may transfer and process End User Data anywhere in the world where DASA or its Sub-processors maintain data processing operations. DASA shall at all times provide an adequate level of protection for the End User Data processed, in accordance with the requirements of Data Protection Laws.
9. Additional Security
9.1 Confidentiality of processing. DASA shall ensure that any person who is authorized by DASA to process Customer Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
9.2 Security Incident Response. Upon becoming aware of a Security Incident, DASA shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.
10. Cooperation
10.1 DASA provides Customer with a number of controls that Customer may use to retrieve, correct, delete or restrict End User Data, which Customer may use to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Customer is unable to independently access the relevant End User Data within the Services, DASA shall (at Customer’s expense) provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to DASA, DASA shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If DASA is required to respond to such a request, DASA shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
10.2 If a law enforcement agency sends DASA a demand for End User Data (for example, through a subpoena or court order), DASA shall attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, DASA may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then DASA shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless DASA is legally prohibited from doing so.
10.3 To the extent DASA is required under EU Data Protection Law, DASA shall (at Customer’s expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
11. Indemnification Liability
The Data Controller’s accumulated claims arising in conjunction with any breach by the Data Processor or the subcontractor of their obligations in accordance with contractual or statutory data protection regulation will be limited as specified in the Agreement. remain applicable for as long as the Data Processor processes personal data on behalf of the Data Controller.
12. Expiry of the Data Processing Agreement
On the expiry of this DPA, DASA must return all material containing personal data that has been processed by DASA on behalf of the Customer or at the request of the Customer must delete all personal data which the DASA has processed on behalf of the Customer, unless the DASA is obliged to retain the data as a consequence of legislation or per agreement the Seller has with the Customer for accreditation and fulfillment of a contract.