Terms of Business for Booking In-House Learning Programmes

These are the Terms of Business for In-House Learning Programmes (“Terms”) of The Myers-Briggs Company Limited, a company registered in England and Wales (registered number 2218212) whose registered offices are at Elsfield Hall, 15-17 Elsfield Way, Oxford OX2 8EP, UK (The Myers-Briggs Company) and cover the European branch offices and operations of The Myers-Briggs Company Limited (including The Myers-Briggs Company - France, The Myers-Briggs Company - Netherlands and The Myers-Briggs Company - Germany).  When we refer to “The Myers-Briggs Company”, “we”, “us” and “our” we mean The Myers-Briggs Company Limited and our European branch offices, unless otherwise stated.  

If you have questions about any of these Terms, please contact The Myers-Briggs Company's Client Support Team on +44 1865 404610 or +44 1865 404500.

1. Definitions

"Business Day" means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the City of London. Where “days” is referred to, this shall not be interpreted as Business Days; 

"Client" means the organisation contracting with The Myers-Briggs Company for the provision of in-house learning programmes as identified in the Terms of Engagement;

"Contract" means the contract formed by the acceptance and return by the Client of the Terms of Engagement, and such contract shall be governed by these Terms and the Terms of Engagement;

"Deliverables" means those items identified as such in the Terms of Engagement (if any) to be provided by The Myers-Briggs Company to the Client in the course of delivering the Services;

"Materials" means The Myers-Briggs Company’s assessment and training materials, including any Course Materials provided by The Myers-Briggs Company as part of the Services (including course manuals, e-learning products, question banks, knowledge banks, course notes and any other materials supporting the learning programme written by The Myers-Briggs Company or its third party suppliers to be supplied to the Client), and Restricted Materials, whether printed materials or recorded on any other medium (such as video, DVD, CD-ROM or other software programme;


"The Myers-Briggs Company" means The Myers-Briggs Company Limited together with its European branch offices (including The Myers-Briggs Company - France, The Myers-Briggs Company - Netherlands and The Myers-Briggs Company - Germany);

"The Myers-Briggs Company Terms" means these standard Terms of Business for In-House Learning Programmes;

"Restricted Materials" means any psychometric assessments or materials (including questionnaire booklets, score keys and weights, answer sheets and profile sheets) that, at the time of purchase, are identified as restricted in The Myers-Briggs Company’s current catalogue, in The Myers-Briggs Company's sales literature, on the website or on the tests or materials themselves;

"Services" means the work to be undertaken by The Myers-Briggs Company for the Client as described in the Terms of Engagement;

"Terms of Engagement" means the letter or other statement provided to the Client by The Myers-Briggs Company, incorporating these Terms, which outlines the nature of the Services, the deliverables to be provided, the fees and expenses payable and the time frame for completion of the Services, together with any other terms specific to the engagement with the Client.

2. The Services

2.1 The Myers-Briggs Company will provide the Services to the Client on, and subject to, The Myers-Briggs Company Terms and the Terms of Engagement. The Myers-Briggs Company will not start providing the Services until The Myers-Briggs Company has received written acceptance of the Terms of Engagement by an authorised representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Terms of Engagement, once signed and returned by the Client, shall, together with these Terms, form the contract between The Myers-Briggs Company and the Client.

2.2 In accepting the Terms of Engagement, the Client authorises The Myers-Briggs Company to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials, booking travel and accommodation and booking venues (if required).

2.3 The Myers-Briggs Company shall provide the Services using reasonable skill and care.

2.4 The Myers-Briggs Company shall use its reasonable endeavours to ensure that any description of the design or content of learning programmes is as informative as possible, but it is for the Client to take responsibility, at the time of acceptance of the Terms of Engagement, for deciding whether or not a programme is suitable for their needs and suitable for the needs of individual participants.

2.5 The Client understands and acknowledges that successful completion of qualification programmes requires participants to demonstrate an understanding of underlying principles, and competence in administration and feedback of the instrument(s) concerned.

2.6 Where any learning programme requires work to be completed prior to attendance (pre-work as detailed in confirmation emails sent by The Myers-Briggs Company), we reserve the right to deny attendance at the scheduled learning programme if the pre-work has not been completed. In such event, the participant would be offered transfer to an alternative learning programme subject to payment of a transfer fee in accordance with Clause 5.1.

2.7 Only fee paying delegates are allowed to participate in and/or observe any event or learning programme, including the workshop and associated activities, unless agreed within the Terms of Engagement or otherwise by prior written agreement between Client and The Myers-Briggs Company.

3. Virtual delivery of learning programmes

Where Services, including a learning programme, or any element thereof, is to be delivered virtually, the following terms shall apply:

3.1 Only those participants registered for the learning programme shall be permitted to attend the learning programme session(s). 

3.2 The registration instructions and log-in details for learning programmes are personal to each participant. They may not be used by anyone else nor may they be transferred or supplied to any third party or organisation. 

3.3 If any participant or anyone else attempts to make multiple use of the registration and log-in details supplied by The Myers-Briggs Company by disclosing such details to others, the participant and its employing organisation will be liable for the number of people who subsequently attended the learning programme using the registration details. Only participants registered for the learning programme and completing all aspects of the programme shall be entitled to receive qualification under the programme. 

3.4 Participants acknowledge that participation in learning programmes requires use of certain technologies. Participants will, at their own expense: (a) provide their own viewing venue, computer systems, internet service, and other technology, devices, and accommodations necessary to participate in a learning programme session; (b) obtain any software necessary to participate in the learning programme session, including, without limitation, their own Zoom video-conferencing capability and access (or other provider as specified by The Myers-Briggs Company); and (c) comply with all reasonable additional technology requirements prescribed by The Myers-Briggs Company in writing. The Myers-Briggs Company accepts no responsibility or liability for any failure in the above technology requirements.

3.5 The Myers-Briggs Company shall not be liable for any interruption to service or availability of internet connection or video-conferencing facility caused by equipment or technologies supplied, used or made available by the participant nor for participant’s inability to access any virtual programme or content or functionality that forms part of the programme, nor for any interruption to service or availability of internet connection or video-conferencing facility caused by factors not under the control of The Myers-Briggs Company. 

3.6 In addition to the data protection and privacy terms set forth in Clause 10 of these Terms, the following terms shall also apply:

3.6.1 The Myers-Briggs Company, at its discretion, may monitor the registration and access to learning programme sessions, including the number of computers and their IP addresses, to ensure that the registration and/or log-in details have not been distributed;  

3.6.2 The Myers-Briggs Company may record the learning programme sessions provided that no participants shall be video-recorded in such recordings;

3.6.3 The Myers-Briggs Company may transfer personal data to third party video-conferencing software providers used to facilitate virtual delivery of learning programme sessions, as sub-processors for the purpose of performance of the virtual learning programme, as set forth in our Privacy Policy. Participants should also note that such third party video-conferencing software providers may use participants’ personal data as set forth in their privacy policies; users of such third party systems should refer to those policies for additional details. 

3.7 Where participants attending virtual learning programmes are offered the opportunity of a free-of-charge session as follow-up to a learning programme (offered at the discretion of The Myers-Briggs Company), this will be optional, and attendance is not required for qualification. If a participant is unable to attend the scheduled session, no further session will be made available by The Myers-Briggs Company.

4. Terms of Engagement and Payment

4.1 The fees set out in the Terms of Engagement are based on The Myers-Briggs Company's understanding of the Client's requirements as set out in the Terms of Engagement. The Myers-Briggs Company reserves the right to make additional charges for:

4.1.1 staff time spent as a result of any delays caused in delivery of the Services due to any act or omission of the Client, at the rate specified in the Terms of Engagement;

4.1.2 staff time spent travelling to the venue in excess of two hours in either direction, at the rate specified in the Terms of Engagement;

4.1.3 any services or materials requested in writing by the Client that The Myers-Briggs Company agrees in writing to provide and that are additional to those allowed for in the Terms of Engagement, which shall then become part of the Services.

4.2 The Myers-Briggs Company will also charge the Client for reasonable expenses incurred by The Myers-Briggs Company in the provision of the Services including, where necessary:

4.2.1 travel, accommodation and subsistence (mileage to be charged at 50 pence per mile);

4.2.2 all bought-in goods, services and sub-contracted items referred to in the Terms of Engagement as being necessary and charged for separately from the fees quoted in the Terms of Engagement.

4.3 Value Added Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of Value Added Tax.

4.4 The Myers-Briggs Company will forward to the Client an invoice for the fees and expenses once the Client has confirmed its acceptance of the Terms of Engagement and a PO must be provided. This invoice is payable by the Client within 30 days of the date of invoice. In the event that the acceptance of the Terms of Engagement is received fewer than 28 days before the programme start date, The Myers-Briggs Company will raise an invoice for the full fee which is payable immediately. Clients with a credit account will be invoiced (provided a PO has been provided at the time of order and the fees payable are within the applicable credit limit according to their credit terms) and fees shall be payable according to the agreed credit terms, irrespective of the programme start date. The Myers-Briggs Company will also submit invoices in respect of any additional work carried out as referred to in Clause 3.1, and any such invoice is payable within 30 days of date of invoice. Payment or part payment of fees may be made against available credit on a Voucher (see Terms of Business for Use of Vouchers) including, for the avoidance of doubt, where a Voucher has been purchased on credit terms.

4.5 The Myers-Briggs Company reserves the right to charge the Client interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

4.6 Where a refund is due to a Client and such is caused at the fault of the Client, The Myers-Briggs Company reserves the right to deduct any administrative bank/ credit card charges from such refund.  Where the refund is necessitated at the fault of The Myers-Briggs Company, no such deductions shall be made.

5. Ownership of materials included in Deliverables

It is a condition of sale of the Services, including any delivered virtually, that ownership of Course Materials shall not transfer to any individual or his employer (as the case may be) until full payment is received by The Myers-Briggs Company in respect of the relevant Services. If payment is not received by its due date and/or Services are cancelled outside our cancellation fees as set forth in Clause 6.1, Course Materials should be returned to The Myers-Briggs Company forthwith. If in such event, Course Materials are not received by The Myers-Briggs Company, we shall seek reimbursement for the cost of the Course Materials plus delivery charges, failing which we will pursue the cost as a debt and may repossess any Course Materials that have not been paid for.

6. Cancellation and Postponement

6.1 Unless otherwise specified in the Terms of Engagement, The Myers-Briggs Company reserves the right to charge for programmes cancelled or postponed by the Client at any time after the Terms of Engagement have been signed. Such charges will be in accordance with the following:

6.1.1 where an event is postponed by the Client, the following schedule shall apply (percentages refer to percent of fees relating to the relevant programme to be paid as a postponement charge):

 

Number of Business Days that transfer request is received before the work commences

 

29 or more

28 or fewer

5 or fewer

All events

20%

50%

100%

6.1.2 where an event is cancelled by the Client, the Client will be charged one hundred percent (100%) of the fees for the programme; 

6.1.3 where the number of delegates booked is reduced by the Client, either the cancellation or postponement charges as determined by The Myers-Briggs Company in accordance with the terms set out herein will be charged.

6.2 Where an event is postponed:

6.2.1 the revised dates must be confirmed in writing within two (2) months of the original programme dates; and 

6.2.2 the rebooked programme must take place within six (6) months of the original programme dates; and

6.2.3 the Client will be liable to pay the applicable percentage of the fees as set forth above at the time of postponing and the balance of the fees will be invoiced and payable in accordance with clause 3 hereof. 

In the event that the Client does not comply with both 6.2.1 and 6.2.2 herein, The Myers-Briggs Company will deem the programme as cancelled and the Client will be charged one hundred percent (100%) of the fees for the programme.

6.3 The Client may only postpone a programme booking a maximum of two (2) times and any further booking alterations will be deemed by The Myers-Briggs Company as a cancellation and the Client will be liable for one hundred percent (100%) of the fees.

6.4 In the event of cancellation following a postponement(s), any postponement charges already paid will be deducted from the programme fees specified in the Terms of Engagement and the Client will pay the balance.

6.5 Where a delegate cancels their attendance at an in-house workshop at any time, no refund is payable.

6.6 Where a delegate transfers from an in-house workshop to a public workshop no refund of fees already paid will be made and the Client will be charged the applicable public workshop delegate fee calculated as follows:

Cancellation and Transfer received by The Myers-Briggs Company  -  Transfer fee payable 

Fewer than seven Business Days before  - full public delegate fee payable 

Between 7 and 28 Business Days before  -  50% of the full public delegate fee payable 

More than 28 Business Days before  -  No additional delegate fee payable, except a transfer charge of £500 (plus VAT)

6.7 Where courses are in two parts (for example, where there is a follow-up day, or where the programme is divided into Part One and Part Two), the date of the second part is linked to a specific first part and therefore:

6.7.1 provided that space is available, transfer to a different date to complete the second part from the one scheduled, may be made, but there will be a charge of five hundred pounds (£500) (plus VAT) payable per delegate each time a delegate transfers. If the second part extends over more than one day, any transfer must be for the whole of the second part, and not just a single day; and 

6.7.2 the second part must be attended within twelve (12) months of the date on which the transferred booking would have commenced, failing which the entire learning programme would need to be undertaken (namely Part One would need to be re-booked as well as the transferred Part Two).

6.8 For the avoidance of doubt, where an event is postponed, the Client will be liable for the cost of such programme booking as set forth above, in addition to the postponement charge set out in clause 4.1. 

6.9 Where a feedback session (whether scheduled for prior to a workshop or as a stand-alone session) is postponed or cancelled by the participant, The Myers-Briggs Company reserves the right to charge the postponement or cancellation charges set forth above, as applicable, in relation to the costs of such feedback session.

6.10 All reasonable steps will be taken to avoid a cancellation by The Myers-Briggs Company. In the event of cancellation by The Myers-Briggs Company we will work with the client to reschedule the programme at a mutually convenient date.

7. Intellectual Property Rights

7.1 All of The Myers-Briggs Company's products, including all Materials, are protected by intellectual property rights (including trademarks, copyright, patents and design rights) and rights of confidence. Reproduction of these products in whole or in part, in any form, or their storage in a database or retrieval system, by any process, is prohibited except where expressly permitted by law or by licence. Any notice on Materials in respect of intellectual property rights (including copyright and trade mark notices) shall not be removed from such Materials, or obscured or otherwise altered.

7.2 Other than in respect of information that the Client has supplied to The Myers-Briggs Company, The Myers-Briggs Company shall, as between The Myers-Briggs Company and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in all work delivered by The Myers-Briggs Company in the course of provision of the Services in whatever form or media (including, without limitation, the Deliverables) ("Work") unless otherwise indicated in the Terms of Engagement as "Client Materials". 

7.3 If the Client requires The Myers-Briggs Company to incorporate any material into the Work and supplies The Myers-Briggs Company with such material, the Client warrants that:

7.3.1 the proposed use or incorporation of such material will not infringe any third party's intellectual property rights;

7.3.2 where the Client is not the owner of all copyright or other intellectual property rights in such material, the Client has received all necessary consents and licences for the proposed use by The Myers-Briggs Company of such materials; and the Client will indemnify and keep The Myers-Briggs Company fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of the warranty in this clause.

7.4 The Client shall not reproduce, copy, vary or adapt the Materials by any means or in any way whatsoever, or enter or convert the same into any kind of information storage or retrieval system, including but not limited to any form of electronic or computer system, unless otherwise indicated in the Terms of Engagement, or in respect of Client Materials.

7.5 The Myers-Briggs Company is bound by The Myers-Briggs Company's author and distribution contracts to take prompt legal action against anyone who infringes The Myers-Briggs Company's copyrights or its authors' copyrights.

7.6 The Client acknowledges that any trade marks included within Materials are the property of The Myers-Briggs Company, or The Myers-Briggs Company's licensors, and that use of the trade marks by the Client will at all times be in keeping with these Terms of Business, and the Client will seek to maintain their distinctiveness and reputation. The Client shall not use any mark or name confusingly similar to the trade marks in respect of goods similar to the Materials.

8. Sub-contractors

8.1 The Myers-Briggs Company shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.

8.2 If the Client nominates sub-contractors to work with The Myers-Briggs Company in the provision of the Services, the Client shall be responsible for such nominated sub-contractors. The Myers-Briggs Company reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents The Myers-Briggs Company fulfilling its obligations under the Terms of Engagement and these Terms.

9. Client's obligations

9.1 The Client will ensure that its staff, contractors and other suppliers co-operate fully with The Myers-Briggs Company and cause no delay.

9.2 Whilst The Myers-Briggs Company's employees or sub-contractors are working on the Client's premises, the Client will ensure the health and safety of those people. The Client will indemnify The Myers-Briggs Company and keep The Myers-Briggs Company indemnified against all losses, damages and expenses incurred or suffered by The Myers-Briggs Company in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client's premises.

9.3 Clients will not, either during the provision of the Services or thereafter for a period of one year, directly or indirectly, offer employment or assignments to any of The Myers-Briggs Company's employees or sub-contractors or solicit or procure their employment by any other company, organisation or individual with which the Client is connected.

9.4 All Clients shall be required, in using The Myers-Briggs Company's Services to verify any local requirements and/or restrictions on using psychometric tests in general and the Restricted Materials in particular, in that jurisdiction, whether imposed by law, regulation or by a local regulatory or governmental body. Where any local requirements and/or restrictions exist that alter the criteria for, or prevent, use of Materials or Restricted Materials within a particular jurisdiction, it shall be the responsibility of the Client to ensure that it fully complies with any and all such local requirements and/or restrictions. Where any Client uses Materials or Restricted Materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, such Client shall be solely responsible and liable for such use and shall hold harmless and indemnify The Myers-Briggs Company in respect of any loss or claim by a third party against The Myers-Briggs Company arising from such. Further, in the event that a Client has failed to ensure that any of The Myers-Briggs Company's materials may be legitimately used within a particular jurisdiction and subsequently purchases Materials and/or Restricted Materials for use in that jurisdiction, such Client shall be liable for the costs thereof and The Myers-Briggs Company shall bear no responsibility or liability for return of such Materials and Restricted Materials or the reimbursement of any associated costs.

10. Confidentiality

10.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as 'confidential' or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

10.2 The provisions of this clause 10 shall not apply to any information disclosed by a party ("Disclosing Party") that:

10.2.1 is in, or comes into, the public domain (except as a result of a breach of these Terms);

10.2.2 was already in the possession of the Disclosing Party at the time of its receipt from the other party;

10.2.3 is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;

10.2.4 is required by law to be disclosed by the Disclosing Party.

10.3 The Terms of Engagement shall be treated as confidential information for the purposes of this Clause 10.

11. Data Protection and Privacy

11.1 The Myers-Briggs Company is committed to protecting and respecting Client’s and other users’ privacy and to acting in compliance with the UK Data Protection Act 2018 (UK DPA) and (the General Data Protection Regulation (EU) 2016/ 679 (EU GDPR) and any applicable enacting, successor, supplementing or amending legislation. You should read our Data Protection Statement and our Privacy Policy as they will help you understand how we collect, use, store and otherwise process your personal data and other information.

11.2 Client agrees to be bound by the Data Processing Terms as set forth in the Schedule attached hereto, unless otherwise agreed in writing between The Myers-Briggs Company Limited and the Client.

11.3 In respect of the personal data of European Union data subjects specifically (EU personal data), EU standard contractual clauses set forth in Exhibit 2 of the Schedule attached hereto (SCCs) shall apply in relation to any transfers of such EU personal data to The Myers-Briggs Company Limited outside the EEA, including to the UK, as set forth herein.  The SCCs are entered into to ensure compliance with EU GDPR. The SCCs shall be deemed executed between the Client, as data exporter, and The Myers-Briggs Company Limited, as data importer.  The SCCs shall apply in relation to transfers of such EU personal data by the Client to The Myers-Briggs Company Limited in the UK for such period during which the UK is considered to be a “third country” in relation to data protection until such time as a ruling of adequacy has been made by the European Commission in relation to the UK data protection regime.

12. Term and termination

12.1 The Contract will commence on the date that The Myers-Briggs Company receives the signed Terms of Engagement from the Client and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to Clauses 12.2 and 12.3.

12.2 Either party may terminate provision of the Services immediately by notice in writing to the breaching party if the breaching party:

12.2.1 is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within seven (7) days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or

12.2.2 enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action.

12.3 The Myers-Briggs Company may terminate provision of the Services at any time if it has given the Client three months' notice in writing.

12.4 On termination, The Myers-Briggs Company will be entitled to all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services. In the case of termination by The Myers-Briggs Company pursuant to Clause 10.2, the Client will be deemed to have cancelled the Services and will be liable to pay a cancellation charge as specified in Clause 4.1, if applicable.

12.5 On termination, each party shall immediately return all property of the other party in its custody, possession or control.

12.6 Clauses 1, 6, 7, 9.3, 10, 11, 13, and 17 shall survive expiry or termination of this Agreement howsoever caused and shall remain thereafter in full force and effect after termination.

13. Warranty and liability

13.1 In the event of damage to tangible physical property where it is established that such damage to property has arisen as a direct result of the negligence of The Myers-Briggs Company employees or sub-contractors while providing the Services, The Myers-Briggs Company's liability shall be limited to a maximum of £1,000,000 (one million pounds) per claim or series of related claims.

13.2 Nothing in these Terms shall exclude or limit The Myers-Briggs Company's liability for death or personal injury caused by The Myers-Briggs Company's negligence, nor for fraud on The Myers-Briggs Company's part, nor for any liability that cannot be excluded by law.

13.3 The Myers-Briggs Company will try to ensure that any description of the design or content of learning programmes is as informative as possible, but it is for the Client and participants to take responsibility for deciding whether or not a programme is suitable for their needs.

13.4 Subject to Clauses 13.1, 13.2, 13.3 and 13.5, The Myers-Briggs Company's liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to The Myers-Briggs Company for such Services.

13.5 The Myers-Briggs Company will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management or employee time of the Client.

13.6 Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.

14. Client Cooperation and Excused Non-Performance

Client agrees to cooperate with our reasonable instructions relating to performance of Services.  We shall not be in breach of these Terms for any failure or delay in performance of any of our obligations in respect of the Services or under any Terms of Engagement, arising from or attributable to: (i) Client’s unreasonable delay or failure to cooperate with our reasonable instructions; or (ii) force majeure, which shall include (but not be limited to) events that are unpredictable, unforeseeable, or irresistible, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.  If Client fails to cooperate in a timely manner with our reasonable instructions regarding performance of the Services,  we may take reasonable actions to remediate or mitigate the effects of Client’s non-cooperation or delay, including (without limitation) rescheduling a programme date, cancelling an event or engagement, or restricting or denying eligibility to participate in a programme, event or engagement.

15. Waiver

No delay, neglect or forbearance by either party in enforcing any provision of the Terms of Engagement or these Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.

16. Rights of third parties

Nothing in these Terms or the Terms or Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these Terms.

17. Governing law and jurisdiction

These Terms and the Terms of Engagement are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

18. Entire agreement

18.1 These Terms together with the Terms of Engagement constitute the entire agreement between The Myers-Briggs Company and the Client in relation to the Services, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these Terms requested by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of The Myers-Briggs Company and the Client.

18.2 If there is any conflict between these Terms and the Terms of Engagement, these Terms will prevail.

18.3 The Myers-Briggs Company reserves the right to change these Terms at any time without prior notice to you, so please check them regularly. These Terms were revised in April 2020 and December 2020. In the event of any conflict between these Terms (as displayed on our website) and those in any terms of engagement, in our catalogue or elsewhere, these Terms (as displayed on our website) shall prevail.

19. Notices

19.1 Any notice permitted or required under these Terms will be given in writing and shall be effectively served if delivered by hand or sent by first-class or airmail post to The Myers-Briggs Company at its usual address and, in the case of the Client, to the last known or usual address. Any notice personally delivered shall be deemed to have been received at the time of delivery. Any notice sent by post shall be deemed to have been delivered three Business Days after posting in the case of inter-UK communications, or five Business Days otherwise.

19.2 In cases where the Terms of Engagement specify nominated representatives of the parties, all notices shall be addressed to such representatives.

20. Further information

If you wish to raise any query, please contact info.eu@themyersbriggs.com or call our Client Services on + 44 1865 404610.

The Myers-Briggs Company Limited
Elsfield Hall
15-17 Elsfield Way
Oxford
OX2 8EP

Registered in England and Wales
Company Number 2218212

 


SCHEDULE

Data Processing Terms (DP Terms)

These DP Terms govern data processing by The Myers-Briggs Company Limited (The Myers-Briggs Company) for and on behalf of Client in relation to the goods and/or services received by Client from The Myers-Briggs Company. 
These DP Terms are supplemental to The Myers-Briggs Company Terms, and together form the contract between the Parties.

1. Background
1.1 The Myers-Briggs Company provides goods and/or services to Client which may involve the processing of personal data by The Myers-Briggs Company on behalf of Client as part of the provision of services to Client in the field of business psychology (“Services”), including personal data relating to Client, its personnel and where applicable, its Clients or other individuals with whom Client deals in the course of its business as relevant to the Services (“Relevant Data Subjects”). Further information on the subject matter, nature, purpose and duration of processing in relation to our provision of goods and services is set out from time to time in our Privacy Policy at https://eu.themyersbriggs.com/en/About/Privacy-Policy

2. Description of processing
The processing to be carried out by The Myers-Briggs Company is as follows:
2.1 the subject matter of the processing is as described in clause 1.1 above and the duration of the processing will be throughout the period within which The Myers-Briggs Company performs Services;
2.2 the nature of the processing is as described in clause 1.1 above and the purpose of the processing is to enable The Myers-Briggs Company to perform Services to the Client;
2.3 the personal data to be processed will be any personal data of Relevant Data Subjects provided in order to enable or facilitate the provision of Services by The Myers-Briggs Company as described in clause 1.1 above, and the categories of data subjects are Relevant Data Subjects; and
2.4 the obligations and rights of the data controller in relation to the processing are set out below.

3. Compliance with the Data Protection Regulations
3.1 Each of Client and The Myers-Briggs Company warrant and represent that it will comply with (and shall ensure that its staff and/or subcontractors comply) with the Data Protection Regulations in processing personal data in connection with the Services.

4. Relationship and roles of the parties
4.1 In relation to the processing of personal data in connection with Services, the parties acknowledge and agree that:

      • 4.4.1 Client is the data controller; and
      • 4.1.2 The Myers-Briggs Company is the data processor.

The Myers-Briggs Company agrees that it will process the personal data in accordance with these DP Terms.

5. Responsible individuals and enquiries
5.1 Client and The Myers-Briggs Company will each notify the other from time to time of the individual within its organisation authorised to respond to enquiries regarding the personal data and the processing which is the subject of these DP Terms. Client and The Myers-Briggs Company shall each deal promptly and reasonably with all such enquiries.
5.2 In respect of The Myers-Briggs Company, the individual authorised to respond to such enquiries is The Myers-Briggs Company DPO together with other members of The Myers-Briggs Company Data Protection Team. Any enquiries should be addressed to dpo@themyersbriggs.com. For information on our EU Representative, please see Section 12 of our Privacy Policy.

6. Processing of personal data by The Myers-Briggs Company
In relation to the processing of personal data in connection with the Services, The Myers-Briggs Company shall:
6.1 process the personal data (including when making an international transfer of the personal data) only for the purpose of and to the extent necessary for provision of the Services and then only in accordance with:

  • 6.1.1 these DP Terms; and
  • 6.1.2 Client's written instructions from time to time,

unless otherwise required by law. Where The Myers-Briggs Company is required by law to process the personal data otherwise than as provided by these DP Terms, it will notify Client before carrying out the processing concerned (unless the law also prevents The Myers-Briggs Company from doing so for reasons of important public interest);
6.2 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed under these DP Terms, as set forth in Exhibit 1;
6.3 take all reasonable steps to ensure that only authorised personnel have access to the personal data and that any persons whom it authorises to have access to the personal data will respect and maintain all due confidentiality in relation to the personal data (including by means of an appropriate contractual duty of confidentiality where the persons concerned are not already under such a duty under the law);
6.4 not engage any sub-processors in the performance of the Services without the prior written consent of Client and otherwise in accordance with clause 7 at all times;
6.5 not do, or omit to do, anything, which would cause Client to be in breach of its obligations under the Data Protection Regulations;
6.6 immediately notify Client if, in The Myers-Briggs Company's opinion, any instruction given to The Myers-Briggs Company infringes the Data Protection Regulations;
6.7 where applicable in respect of any personal data processed in relation to the Services, co-operate with and assist Client in ensuring compliance with:

  • 6.7.1 Client's  obligations to respond to requests from any data subject(s) seeking to exercise its/their rights under Chapter III of the GDPR, including by notifying Client of any written subject access requests The Myers-Briggs Company receives relating to Client's obligations under the Data Protection Regulations; and
  • 6.7.2 Client's obligations under Articles 32 – 36 of the GDPR to:
    • (a) ensure the security of the processing;
    • (b) notify the relevant supervisory authority, and any data subject(s), where relevant, of any breaches relating to personal data;
    • (c) carry out any data protection impact assessments (each a "DPIA") of the impact of the processing on the protection of personal data; and
    • (d) consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by Client to mitigate the risk.

6.8 provide assistance where reasonably required by Client in relation to the fulfilment of Client’s obligations to co-operate with the relevant supervisory authority under Article 31 of the GDPR.

7. Sub-processors
7.1 The Myers-Briggs Company will ensure that any sub-processor it engages to provide any services on its behalf in connection with the Services does so only on the basis of a written contract which imposes on such sub-processor terms equivalent to those imposed on The Myers-Briggs Company under these DP Terms or such other alternative terms as may be agreed with Client (the "Relevant Terms"). The Myers-Briggs Company shall procure the performance by the sub-processor of the Relevant Terms and shall be directly liable to Client for:

  • 7.1.1 any breach by the sub-processor of any of the Relevant Terms;
  • 7.1.2 any act or omission of the sub-processor which causes:
    • 7.1.2.1 The Myers-Briggs Company to be in breach of these DP Terms; or
    • 7.1.2.2 Client or The Myers-Briggs Company to be in breach of the Data Protection Regulations.

7.2 Where Client has given a general authorisation to The Myers-Briggs Company to engage sub-processors, then prior to engaging a new sub-processor under the general authorisation The Myers-Briggs Company will notify Client of any changes that are made that would affect that general authorisation and give Client an opportunity to object to them.
7.3 Notwithstanding clauses 7.1 and 7.2, it is agreed that The Myers-Briggs Company shall be permitted to transfer personal data to such sub-processors as are set forth in the List of Third Parties and Transfers ex-EEA.

8. Monitoring of The Myers-Briggs Company's performance
8.1 Client is entitled to monitor and audit The Myers-Briggs Company's compliance with the Data Protection Regulations and its obligations in relation to data processing in connection with the Services at any time during normal business hours. The Myers-Briggs Company agrees to provide Client promptly with all access, assistance and information that is reasonably necessary to enable the monitoring and audits concerned. If Client believes that an on-site audit is necessary, The Myers-Briggs Company agrees to give Client reasonable access to its premises (subject to any reasonable confidentiality and security measures), and to any stored personal data and data processing programs it has on-site. Client is entitled to have the audit carried out by a third party.

9. International transfers (including outside the EEA and to third parties)
9.1 We may transfer personal data internationally, including outside the EEA, and to any third party located internationally (including to The Myers-Briggs Company Limited in the UK in respect of EU personal data, and to our parent company, The Myers-Briggs Company, in the US) where we are permitted to do so for that transfer under Articles 44 to 49 of the GDPR.
9.2 For the purposes hereof, it is agreed that The Myers-Briggs Company shall be permitted to transfer personal data internationally, including outside the EEA, and to such third parties located outside the EEA as set forth in the List of Third Parties and Transfers ex-EEA, provided the appropriate safeguard mechanisms remain in place.
9.3 In respect of EU personal data specifically, until such time as the European Commission shall deem the UK data protection regime as being “adequate”, the EU standard contractual clauses set forth in Exhibit 2 (SCCs) shall apply in respect of all transfers of EU personal data from our European offices and/or in relation to transfers of EU personal data, to The Myers-Briggs Company Limited located in the UK. 

10. Completion of Services
10.1 Upon completion of the Services, The Myers-Briggs Company will at Client's discretion, on receipt of  Client’s instruction, delete or return to Client, all personal data (including copies) processed in connection with the Services, except to the extent that The Myers-Briggs Company is required by law to retain any copies of the personal data and save to the extent that The Myers-Briggs Company receives instructions to the contrary from any Client Data Subject).

11. Governing Law
11.1 These DP Terms shall be governed by the laws of England and Wales and the courts of London, England shall have exclusive jurisdiction.

Definitions
12.1 For the purposes of these DP Terms, defined terms used are as follows:

Data Protection
Regulations

means all laws applicable to any personal data processed under or in connection with the Contract, including:

  • the UK Data Protection Act 2018; 
  • the EU General Data Protection Regulations 2016/ 679 EU (GDPR);
  • the Privacy and Electronic Communications Directive 2002/58/EC;
  • and all other national legislation implementing or supplementing any of the foregoing; and
  • all associated codes of practice and other binding guidance issued by any Regulator;

all as amended, re-enacted and/or replaced and in force from time to time;

 

and

Services

means any goods and/or services provided to Client under The Myers-Briggs Company Terms of Business.

The terms personal data; data controller; data processor; processing; and supervisory authority used in these DP Terms shall have the meaning given in the Data Protection Regulations.

 

 

Exhibit 1
The Myers-Briggs Company Technical and Organisational Measures
Key Controls

1.1 The Myers-Briggs Company’s Information Security Management System and Data Protection systems detail:

  • Policy;
  • Governance;
  • Process and procedures;
  • Roles and responsibilities;
  • Assurance process;
  • Risk assessment process including DPIAs; and
  • Improvement plans.


1.2 The Myers-Briggs Company’s Physical Security measures include:

  • ISO27001 certified datacentres used to provide colocation for systems and services;
  • The fitting of appropriate locks and other physical controls to the doors and windows of rooms where computers are kept, including swipecard entry;
  • Physically securing unattended lap tops (eg by locking them in a secure drawer or cupboard);
  • Ensuring control of and security of all removable media, such as removable hard-drives, CDs, floppy disks and USB drives, attached to business-critical assets;
  • Destroying or removing all business-critical information from media such as CDs, and floppy disks before disposing of them;
  • Ensuring that all business-critical information is removed from the hard drives of any used computers before disposing of them; and
  • Storing back-ups of business-critical information off-site and/ or in a fire and water-proof container.


1.3 The Myers-Briggs Company’s Access Controls measures include:

  • Using unique passwords, that are not obvious and change them regularly;
  • Using complex password policies;
  • Ensuring that employees understand good password security;
  • Auditing unauthorised logins; and
  • Monitoring for account compromise and suspicious activity.


1.4 The Myers-Briggs Company’s Security and Privacy Technologies include:

  • Ensuring that all computers used have anti-virus software installed, and the virus definitions are updated at least once a week. All incoming and outgoing traffic is scanned for viruses, as are any disk or CD that is used, even where from a ‘trusted’ source. At least once a month, computers are scanned for viruses.

1.5 The Myers-Briggs Company’s awareness, training and security checks in relation to personnel include:

  • Performing integrity checks on all new employees to ensure that they have not lied about their background, experience or qualifications;
  • Giving all new employees a simple introduction to information security, and ensuring that they have read and understand The Myers-Briggs Company’s Information Security Policy and Data Protection Policy;
  • Ensuring employees know where to find details of the Information Security standards and procedures relevant to their role and responsibilities;
  • Ensuring that employees have access only to the information assets they need to do their jobs. If employees change jobs, we ensure that they do not retain access to the assets they needed for their old job. When dismissing employees, we ensure that they do not take with them any business-critical information;
  • Ensuring that no ex-employees have access rights to The Myers-Briggs Company systems; and
  • Ensuring employees know about the common methods that can be used to compromise systems.


1.6 The Myers-Briggs Company’s Incident/Response Management/Business Continuity include:

  • Ensuring that employees understand what is meant by a Security Incident, being any event that can damage or compromise the confidentiality, integrity or availability of your business–critical information or systems;
  • Ensuring that employees are trained to recognise the signs of Security Incidents;
  • Ensuring that employees receive training on the need to notify anything which may be a sign of a Security Incident and are kept informed as to the identity of the person to whom such notifications should be made;
  • Ensuring that if a Security Incident occurs, employees know who to contact and how;
  • Having in place a Business Continuity Plan to assure business continuity in the event of a serious Security Incident. The Plan specifies:
    • Designated people involved in the response;
    • External contacts, including law enforcement, fire and possibly technical experts;
    • Contingency plans for foreseeable incidents such as:
      • Power loss;
      • Natural disasters and serious accidents;
      • Data compromise;
      • No access to premises;
      • Loss of essential employees;
      • Equipment failure; and
      • Pandemic.
      • Ensuring that the Business Continuity Plan is issued to all required employees and is tested at least once a year, regardless of whether there has been a Security Incident; and
      • After every incident when the Business Continuity Plan is used, and after every test, re-examining and updating, where necessary, the Business Continuity Plan using the lessons learned.


      1.7 The Myers-Briggs Company’s Audit Controls/Due Diligence include:

      Ensuring that appropriate security audit arrangements are in place including:

      • Auditing of who has access to its systems;
      • Logging of such access to the systems; and
      • Auditing of compliance with security procedures.

 

EXHIBIT 2
Standard Contractual Clauses
Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organisation: Customer as named in the account opening documents completed by the Customer 
Address, Telephone and E-mail of the Customer, as provided: 

Customer
(the data exporter)

And

Name of the data importing organisation:
The Myers-Briggs Company Limited 
Address: Elsfield Hall, 15-17 Elsfield Way, Oxford OX2 8EP
Tel.: + 44 1865 404500; e-mail: dpo@themyersbriggs.com 
Other information needed to identify the organisation: 
Head office, registered in England and Wales under registered number 2218212.

The Myers-Briggs Company Limited
(the data importer)

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.  The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.


Appendix 1 to the Standard Contractual Clauses

This Appendix 1 forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix 1.

Data Exporter
The data exporter is (please specify briefly your activities relevant to the transfer):
Customer, the data controller, is customer of The Myers-Briggs Company Limited, operating in Europe, and receiving business psychology and other goods and services from The Myers-Briggs Company.  Under the terms of business agreed between Customer and The Myers-Briggs Company Limited (“Terms”), and the data processing agreement supplemental to the Terms, Customer will transfer personal data relating to its employees and consultants to The Myers-Briggs Company Limited for the purposes of fulfilment of its obligations under the Terms.  
Additionally, the goods and services received by Customer comprise in part the completion of questionnaires by Customer’s respondents, which are completed online via the online assessment platform, OPPassessment, of The Myers-Briggs Company Limited, and through which personal data will be transferred by Customer to The Myers-Briggs Company Limited, as the data processor, for scoring of the responses for preparation and generation of the assessment report.

Data Importer
The data importer is (please specify briefly your activities relevant to the transfer):
The Myers-Briggs Company Limited provides psychometric assessment goods services to customers. As such, The Myers-Briggs Company Limited will receive personal data in respect of Customer’s employees and consultants, including personal data received via its OPPassessment online platform, in relation to scoring and report generation for its psychometric assessments.  

Data Subjects
The personal data transferred concern the following categories of data subjects (please specify):
Customer contacts
Respondents (customer employees and others as respondents or other receivers of our goods and services)

Categories of Data
The personal data transferred concern the following categories of data (please specify):
Customer and Customer contacts:
Name and title
Address and contact details
Respondents (customer employees and others as respondents or other receivers of our goods and services):
Name and title 
Contact details and geographic location
Qualification details
Ethnicity if voluntarily provided
Special Categories of Data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
Respondents (customer employees and others as respondents or other receivers of our goods and services):
Ethnicity if voluntarily provided

Processing Operations
The personal data transferred will be subject to the following basic processing activities (please specify):
In terms of general personal data of Customer and employees of Customer sent for business operational and administration purposes and personal data of respondents (providing personal data on OPPassessment or otherwise), The Myers-Briggs Company Limited processes such in accordance with the terms of these standard contractual clauses and The Privacy Policy and the Information Security Policy of The Myers-Briggs Company Limited, and in accordance with the Technical and Organisation Measures set forth in Appendix 2.

 

Appendix 2 to the Standard Contractual Clauses

This Appendix 2 forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached): 

  1. Technical and Organisation Measures – Key Controls as set forth in Exhibit 2 to the Schedule
  2. The Privacy Policy  and the Information Security Policy of The Myers-Briggs Company Limited shall apply in respect of all personal data received hereunder.