Data Processing Agreement

PARTIES

(1) As set out in the Order Confirmation (the Customer);

(2) Hurdle Group Limited incorporated and registered in England and Wales with company number 12802384 whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (Hurdle).

BACKGROUND

(A) The Customer and Hurdle in entering into the Software as a Service (SaaS) Subscription Agreement (SaaS Agreement) may require Hurdle to process Personal Data on behalf of the Customer.

(B) This Personal Data Processing Agreement (Agreement) sets out the additional terms, requirements and conditions on which Hurdle will process Personal Data when providing services under the SaaS Agreement. This agreement contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors and the General Data Protection Regulation ((EU) 2016/679).

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Authorised Persons means the persons or categories of persons that the Customer authorises to give Hurdle written Personal Data processing instructions and from whom Hurdle agrees solely to accept such instructions.

Business Purposes means the services to be provided by Hurdle to the Customer as described in the SaaS Agreement.

Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018) who is the Supervisory Authority for the United Kingdom.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing have the meanings given in the Data Protection Legislation.


Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party.

EU GDPR means the General Data Protection Regulation ((EU) 2016/679).

EEA means the European Economic Area.
Personal Data Categories means
(a) Identity Data: includes first name, last name, Username or similar identifier.

(b) Contact Data: includes address, email address and telephone numbers.

(c ) Technical Data: includes internet protocol (IP) address, operating system name, browser used, duration of visit on a website or spent in a training session, page views and navigation paths as well as information about the timing, frequency and pattern of use.

(d) Profile Data: includes all Usernames and passwords to Hurdle and the Website or Software.

(e) Usage Data: includes information obtained through login data, keyword searches, use of our Site, products and services.

(f) Marketing Data: includes any preferences in receiving marketing from us.

(g) Aggregated Data: includes data such as statistical or demographic data for any purpose, that we collect, use and share. Aggregated Data could be derived from Personal Data but is not considered Personal Data in law as this data will not directly or indirectly reveal identity. For example, we may aggregate Usage Data to calculate the percentage of Users accessing a specific feature. However, if we combine or connect Aggregated Data with Personal Data so that it can directly or indirectly identify an individual, we treat the combined data as Personal Data which will be used in accordance with our Privacy Notice.

Records: has the meaning given in Clause 12.

Standard Contractual Clauses means the standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 approved by the Commission implementing decision (EU) 2021/914, currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914 as may be amended, superseded or replaced from time to time.

Supervisory Authority means any data protection authority or other regulatory, governmental or supervisory authority with authority over all or any part of: (a) the provision or receipt of the Business Purposes; and/or (b) the processing of Personal Data in connection with the Business Purposes.

Term: this Agreement’s term as defined in Clause 10.

Third Country means (a) where the EU GDPR applies, a country or territory outside of the EEA; and (b) where the UK GDPR applies, a country or territory outside of the UK.

UK Addendum means the International Data Transfer Addendum to the Standard Contractual Clauses, issued by the Commissioner at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf under section 119A of the Data Protection Act 2018, as may be amended, superseded or replaced.

UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1.2 This Agreement is subject to the terms of the SaaS Agreement and is incorporated into the SaaS Agreement. Interpretations and defined terms set forth in the SaaS Agreement apply to the interpretation of this Agreement.

1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.

1.4 A reference to writing or written excludes fax but not email.

1.5 In the case of conflict or ambiguity between:

(a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;

(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail; and

(c ) any of the provisions of this Agreement and the provisions of the SaaS Agreement, the provisions of this Agreement will prevail.

2. PERSONAL DATA TYPES AND PROCESSING PURPOSES

2.1 The Customer and Hurdle agree and acknowledge that for the purpose of the Data Protection Legislation:

(a) the Customer is the Controller and Hurdle is the Processor.

(b) the Customer retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Hurdle.

(c ) Annex A describes the (1) subject matter, duration, nature and purpose of the processing and the Personal Data Categories and Data Subject types in respect of which Hurdle may process the Personal Data, and (2) approved sub-contractors to fulfil the Business Purposes.

3. HURDLE'S OBLIGATIONS

3.1 Hurdle will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Customer’s written instructions. Hurdle will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. Hurdle must promptly notify the Customer if, in its opinion, the Customer’s instructions do not comply with the Data Protection Legislation.

3.2 Hurdle must comply promptly with any Customer written instructions requiring Hurdle to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

3.3 Hurdle will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third-parties unless the Customer or this Agreement specifically authorises the disclosure, or as required by domestic or EU law, court or regulator (including the Commissioner). If a domestic or EU law, court or regulator (including the Commissioner) requires Hurdle to process or disclose the Personal Data to a third-party, Hurdle must first inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the domestic or EU law prohibits the giving of such notice.

3.4 Hurdle will reasonably assist the Customer, at no additional cost to the Customer, with meeting the Customer’s compliance obligations under the Data Protection Legislation, taking into account the nature of Hurdle’s processing and the information available to Hurdle, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.

3.5 Hurdle must notify the Customer promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting Hurdle’s performance of the SaaS Agreement or this Agreement.

4. HURDLE'S EMPLOYEES

4.1 Hurdle will ensure that all its employees:

(a) are informed of the confidential nature of the Personal Data and are bound by written confidentiality obligations and use restrictions in respect of the Personal Data;

(b) have undertaken training on the Data Protection Legislation and how it relates to their handling of the Personal Data and how it applies to their particular duties; and

(c ) are aware both of Hurdle’s duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.

4.2 Hurdle will take reasonable steps to ensure the reliability, integrity and trustworthiness of all of Hurdle’s employees with access to the Personal Data.

5. SECURITY

5.1 Hurdle must at all times implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data , and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in Annex B.

5.2 Hurdle must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

(a) the pseudonymisation and encryption of Personal Data ;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c ) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

6. PERSONAL DATA BREACH

6.1 Hurdle will without undue delay notify the Customer in writing if it becomes aware of:

(a) the loss, unintended destruction or damage, corruption, or unusability of part or all the Personal Data. Hurdle will restore such Personal Data at its own expense as soon as possible.

(b) any accidental, unauthorised or unlawful processing of the Personal Data; or

(c ) any Personal Data Breach.

6.2 Where Hurdle becomes aware of (a), (b) and/or (c) above, it will, without undue delay, also provide the Customer with the following written information:

(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;

(b) the likely consequences; and

(c ) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.

6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, Hurdle will reasonably co-operate with the Customer at no additional cost to the Customer, in the Customer’s handling of the matter, including but not limited to:

(a) assisting with any investigation;

(b) providing the Customer with physical access to any facilities and operations affected;

(c ) facilitating interviews with Hurdle’s employees, former employees and others involved in the matter including, but not limited to, its officers and directors;

(d) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Customer; and

(e) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.

6.4 Hurdle will not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Customer’s written consent, except when required to do so by domestic or EU law.

6.5 Hurdle agrees that the Customer has the sole right to determine:

(a) whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice; and

(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

6.6 Hurdle will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from the Customer’s specific written instructions, negligence, wilful default or breach of this agreement, in which case the Customer will cover all reasonable expenses.

6.7 Hurdle will also reimburse the Customer for actual reasonable expenses that the Customer incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Personal Data Breach to the extent that Hurdle caused such, including all costs of notice and any remedy as set out in Clause 6.5.

7. TRANSFERS OF PERSONAL DATA

7.1 In any case where consent is provided pursuant to clause 8 in circumstances where the recipient is located in a Third Country (a “Third Country Recipient”) that has not been deemed to offer an adequate degree of protection for Personal Data by the relevant Supervisory Authority, then Hurdle shall ensure that such appropriate safeguards are in place to enable the lawful transfer of Personal Data to the Third Country Recipient under Data Protection Legislation, including by:

(a) undertaking appropriate due diligence of the subcontractor prior to engagement, as appropriate;

(b) undertaking and completing transfer risk assessments in a manner compliant with Data Protection Legislation; and

(c ) executing Standard Contractual Clauses supplemented by the UK Addendum between Hurdle and the relevant subcontractor, as appropriate under Data Protection Legislation.

8. SUBCONTRACTORS

8.1 Hurdle will not engage a subcontractor to process Personal Data without prior authorisation by the Customer and in each case where such authorisation is granted Hurdle will:

(a) provide the Customer with an opportunity to object to the appointment of each subcontractor within 20 working days after Hurdle supplies the Customer with full details in writing regarding such subcontractor;

(b) enter into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Customer’s written request, provides the Customer with all information necessary to demonstrate compliance with Data Protection Legislation;

(c ) maintain control over all of the Personal Data it entrusts to the subcontractor;

(d) remain fully liable to the Customer for the subcontractor’s performance of its obligations and promptly notify the Customer of any failure by the subcontractor to fulfil such obligations.

8.2 The Customer hereby provides a general authorisation for Hurdle to instruct the subcontractors listed in Annex A. For the avoidance of doubt, to the extent any such subcontractor is located in a Third Country then the grant of general authorisation constitutes consent to relevant transfers to that Third Country subject to the provisions of Clause 7.

9. Complaints, data subject requests and third-party rights

9.1 Hurdle must, at no additional cost to the Customer, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:

(a) the rights of Data Subjects under the Data Protection Legislation, including, but not limited to, subject access rights, the rights to rectify, port and erase Personal Data , object to the processing and automated processing of Personal Data, and restrict the processing of Personal Data; and

(b) information or assessment notices served on the Customer by the Commissioner under the Data Protection Legislation.

9.2 Hurdle must notify the Customer immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.

9.3 Hurdle shall promptly notify the Customer in writing if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.

9.4 Hurdle will give the Customer, at no additional cost to the Customer, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

9.5 Hurdle must not disclose the Personal Data to any Data Subject or to a third-party other than in accordance with the Customer’s written instructions, or as required by domestic or EU law.

10.Term and termination

10.1 This Agreement will remain in full force and effect so long as:

(a) the SaaS Agreement remains in effect; or

(b) Hurdle retains any of the Personal Data related to the SaaS Agreement in its possession or control (Term).

10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the SaaS Agreement in order to protect the Personal Data will remain in full force and effect.

10.3 Hurdle’s failure to comply with the terms of this Agreement is a material breach of the SaaS Agreement. In such event, the Customer may terminate the SaaS Agreement effective immediately on written notice to Hurdle without further liability or obligation of the Customer.

10.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its SaaS Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within thirty (30) days, either party may terminate the SaaS Agreement with immediate effect on written notice to the other party.

11. Data return and destruction

11.1 At the Customer’s request, Hurdle will give the Customer, or a third-party nominated in writing by the Customer, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Customer.

11.2 On termination of the SaaS Agreement for any reason or expiry of its term, Hurdle will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.

11.3 If any law, regulation, or government or regulatory body requires Hurdle to retain any documents, materials or Personal Data that Hurdle would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

11.4 Hurdle will certify in writing to the Customer that it has deleted or destroyed the Personal Data within fourteen (14) days after it completes the deletion or destruction.

12. Records

12.1 Hurdle will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data , including but not limited to, the access, control and security of the Personal Data, approved subcontractors, the processing purposes, categories of processing, and a general description of the technical and organisational security measures referred to in Clause 5.1 (Records).

12.2 Hurdle will ensure that the Records are sufficient to enable the Customer to verify Hurdle’s compliance with its obligations under this Agreement and the Data Protection Legislation and Hurdle will provide the Customer with copies of the Records upon request.

12.3 The Customer and Hurdle must review the information listed in the Annexes to this Agreement at least once a year to confirm its current accuracy and update it when required to reflect current practices.

13. Audit

13.1 At least once a year, Hurdle will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.

13.2 On the Customer’s written request, Hurdle will make all of the relevant audit reports available to the Customer for review, including as applicable: Hurdle’s reports relating to its ISO 27001 certification. The Customer will treat such audit reports as Hurdle’s confidential information under the SaaS Agreement.

13.3 Hurdle will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by Hurdle’s management.

14. Warranties

14.1 Hurdle warrants and represents that:

(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;

(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;

(c ) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the SaaS Agreement’s contracted services; and

(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing of Personal Data and the loss or damage to, the Personal Data, and ensure a level of security appropriate to:

(i) the harm that might result from such accidental, unauthorised or unlawful processing and loss or damage;

(ii) the nature of the Personal Data protected; and

(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in Clause 5.1.

14.2 The Customer warrants and represents that Hurdle’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Customer will comply with the Data Protection Legislation.

15. Indemnification

15.1 Hurdle agrees to indemnify, keep indemnified and defend at its own expense the Customer against all costs, claims, damages or expenses incurred by the Customer or for which the Customer may become liable due to any failure by Hurdle or its employees, subcontractors or agents to comply with any of its obligations under this Agreement and/or the Data Protection Legislation.

15.2 Any limitation of liability set forth in the SaaS Agreement will not apply to this Agreement’s indemnity or reimbursement obligations.

16. Notice

16.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):

(i) For the Customer: as set out in the Order Confirmation.

(ii) For Hurdle: as set out in the Order Confirmation.

16.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second Business Day after posting; or

(c ) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

16.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
This Agreement has been entered into on the date entered into the SaaS Agreement.

ANNEX A - PERSONAL DATA PROCESSING PURPOSES AND DETAILS

Subject matter of processing: Provision and support of Hurdle, a live training and digital classroom platform that enables organisations to deliver remote software training, monitor learner desktop activity and webcams in real time, and manage virtual classroom sessions

Duration of Processing: 

  • The Customer’s active subscription period to the Hurdle service.
  • The relevant training session duration for the User (learner/trainer data).
  • Any retention period necessary to fulfil contractual, legal, security, or operational requirements after service termination (e.g., session logs, reporting data)

Nature of Processing: 

  • Collection of Personal Data supplied at registration or through platform use.
  • Storage and hosting of Personal Data on secure servers (e.g., AWS infrastructure).
  • Use and access of data during live training sessions.
  • Communication with Users for support and account management.
  • Technical, administrative, and security processing including troubleshooting, network monitoring, and data analysis.
  • Reporting and analytics for session activity, attendance, engagement metrics.
  • Sharing with authorised sub processors under contract for service delivery.

Business Purposes: 

  • To deliver and operate the Hurdle live training platform and associated features.
  • To provide User support and platform administration.
  • Performance of contract with Customers and Authorised Users.
  • Compliance with legal, regulatory, security, and technical obligations.
  • Improvement of product functionality and User experience.
  • Communication regarding updates, service information, and maintenance.

Personal Data Categories: 

  • Identity Data: names, usernames, organisational identifiers.
  • Contact Data: email address, telephone number.
  • Profile/Account Data: login credentials, User preferences.
  • Usage and Technical Data: session connection data, IP addresses, device information.
  • Training Session Data: learner desktop images/feeds and webcam data during sessions (where consented/contracted), session activity logs.
  • Transactional/Payment Data: billing and subscription information (if applicable).

Data Subject Types: 

  • Customers (organisations contracting Hurdle services).
  • Authorised Users: trainers, session organisers.
  • Learners/End Users: participants in training sessions.
  • Website and sales leads: visitors submitting contact/enquiry forms.
  • Suppliers/Contractors: individuals providing services to Hurdle.

Authorised Persons: 

  • Chief Executive Officer: Ben Woodthorpe (hello@hurdle.live)
  • Data Protection Officer: Edd Tillen (privacy@hurdle.live)
  • Support and customer success leads as designated by Hurdle

Approved Subcontractors:

Hurdle uses the following sub processors for Service delivery, hosting, support, analytics, and communications (as per Privacy Policy disclosures).

  • Amazon Web Services (AWS) – hosting and infrastructure. (Data stored in UK)
  • Atlassian – support and documentation platform. (Data stored in UK)
  • Data Dog – Platform monitoring (Data stored in EU)
  • Google – Website Analytics (Data is stored Globally)
  • HubSpot – CRM, marketing and technical notification emails. (Data is stored in US)
  • Mailgun – Transaction emails (Data stored in EU)
  • Microsoft Azure – Lab Hosting (Data stored in UK)
  • io – Technical logging (Data stored in EU)
  • Voximplant – Provision of telephone dial in support (Data is stored Globally)

ANNEX B - SECURITY MEASURES

Information security and data governance are central considerations at HURDLE GROUP LIMITED, applied throughout all levels of the businesses and all business relationships. Our policies, practices and procedures distinguish our competence in securely processing data, and we have built a culture in which all staff are able to actively contribute to maintaining information security.

HURDLE GROUP LIMITED offers a software training platform (virtual classroom) called hurdle which provides the following to its customers;

  • Voice and video sharing
  • Computer desktop sharing
  • Classroom management tools

It is our commitment that we:

  • Protect the confidentiality, integrity and availability of all information assets throughout the organisation.
  • Comply with ISO27001, all relevant requirements, legislation and contractual obligations.
  • Apply industry best practice and ensure we help clients meet and exceed their own business requirements in respect of information security.
  • Take a risk-based approach to ensure client data is securely processed and protected from system vulnerabilities and internal & external threats.
  • Communicate our Information Security Policies and Procedures in a way that allows them to be understood by all employees and upheld by our supply chain.

We are committed to the continual improvement of our Information Security Management System. We set Information Security objectives and regularly review the extent to which they have been achieved. Our system is reviewed through internal and external system audits.

Trust Centre is available here – https://trust.hurdle.live/