Cloud Services Terms
Cloud Collaboration Service
NVivo Integration – Word, Excel & Outlook
QSR Data Processing Addendum
A. GENERAL TERMS
In these Terms and Conditions, except where the contrary intention is expressed:
Cloud Service means one or more hosted or cloud-based solutions provided through the myNVivo™ Portal.
Commencement Date means the date that we first accept an Order from you.
Customer means an individual or entity that has placed an Order with QSR.
Data Protection Addendum means the QSR Data Protection Addendum attached to these Terms and Conditions.
EULA means the End User License Agreement for QSR Software, as amended from time to time, available at EULA.
Fees means the pre-paid and periodic amounts payable by the Customer for use of Licensed Software or a Cloud Service, as specified in the relevant Product Schedule.
GDPR means the EU General Data Protection Regulation 2016/679.
Licensed Software means QSR software products which are licensed by QSR for on-premises installation and use and which are acquired by you through the myNVivo™ Portal.
NVivo™ Cloud Platform means the IT infrastructure and networks owned, licensed or managed by us, which are used by QSR and its service providers to provide a Cloud Service.
MyNVivo™ Portal means the QSR Portal at https://portal.mynvivo.com
Order means an order for Licensed Software or a Cloud Service placed by you through the myNVivo™ Portal and includes any renewal of a licence or a Subscription or further purchase of Service Hours.
Parties means, collectively, QSR and the Customer, and “Party” means either one of them as the context may indicate.
PAYG Service means a Cloud Service which is provided on a pre-paid timed basis.
Product Schedule means a schedule to these Terms and Conditions which sets out the details of Licensed Software or a Cloud Service and any specific terms applying to that software or service.
Scope of Use means the scope of use for a particular Cloud Service, as described in clause 4(a).
Service Hours means, in respect of a PAYG Service, the minutes of use of the service acquired by you.
Subscription means a Cloud Service provided on a subscription basis for a set term.
Subscription Term means the initial term of a Subscription as specified in your Order as extended by subsequent renewal periods.
2. Product Specific Terms
Individual Products are supplied on the terms of these Terms and Conditions as well as any Product-specific terms contained in the relevant Product Schedule. To the extent of any inconsistency, the terms and conditions in the Product Schedule will take precedence.
QSR may change the prices displayed on the NVivo™ Portal and our website at any time. While every effort is made to ensure the accuracy of prices and information published on the portal, we reserve the right to accept or reject an offer for any reason, including the unavailability of any product, an error in the price or the product description posted on this site, or an error in your order. We may require additional verification or information before accepting any order.
Where initial prices are stated, they are exclusive of taxes, duties, levies or fees. The Customer shall pay all taxes, duties, levies or fees, or other similar charges imposed on QSR or on the Customer by any taxing authority (other than taxes imposed on QSR's income) related to the Customer's order, unless the Customer has provided QSR with an appropriate exemption certificate for the delivery location. 'Delivery location' means the location where QSR transfers title or possession of products to the Customer or its designate.
6. Intellectual property
9. Privacy and Your Data
11. Term and Termination
12. Limitation of Liability
At our request, you agree to provide a signed certification that you are using all Licensed Software and Cloud Services pursuant to these Terms and Conditions, including the Scope of Use. You agree to allow us, or our authorised agent, to audit your use of the Licensed Software or Cloud Services. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to QSR at law or equity or under these Terms and Conditions. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign (without your consent) the audit rights specified in this section to such licensors.
15. Dispute Resolution
17. Contact Us
If you would like to contact us, please email, write, telephone or send a fax to us:
QSR International Pty Ltd
Australia, New Zealand, & Oceania
Tower 2, Level 2, Chadstone Shopping Centre
1341 Dandenong Road
Chadstone, Victoria, 3148
Our business hours are from Monday to Friday,
9am to 5:30pm AEDT (view world clock)
Telephone: +61 3 9840 4900
Fax: +61 3 9840 1500
QSR International (Americas) Inc.
United States, Canada and Latin America
35 Corporate Drive, Burlington, MA 01803
Telephone: +1 617 491 1850
Fax: +1 617 812 7799
QSR International (UK) Limited
Europe, Middle East and Africa
Vanguard House, Keckwick Lane
Daresbury, Cheshire, WA4 4AB
Kings Cross Station
London, N1C 4AX
Telephone: +44 (0) 8455 442 712
Calls will cost 2p per minute, plus your phone company's Access Charge
Fax: +44 (0) 1925 357 980
B. QSR LICENSED SOFTWARE TERMS
The Licensed Software is licensed to you on the terms of the EULA. To the extent that there is inconsistency between the other terms of these Terms and Conditions and the EULA, the terms of the EULA will prevail.
Purchases can be made through https://www.qsrinternational.com or https://portal.mynvivo.com
3. Shipping charges and delivery schedule:
We will send an email communication to your nominated email address within two business days. The email will contain a link to the download site, and your unique software license key.
If the cost of your goods (exclusive of taxes and freight) is equal to or less than USD1,500 or AUD 1,500 or GBP 1,000 or EURO 1,000, payment must be made in full before your order can be forwarded to you.
4. Return and replacement policy
If you change your mind, a refund will be provided less an administrative charge, provided that QSR is notified within thirty days of purchase, and provided that the software has not been activated.
As stated above, please note that QSR cannot provide a refund if the software has been activated, or if the requirements have not been met in the thirty-day period following purchase.
All customers are encouraged to fully test our Licensed Software before they purchase. This can be done by downloading a free, fully functioning 14-day trial of our Licensed Software.
5. Limited Warranty
YOU ACKNOWLEDGE THAT THE SOFTWARE CANNOT BE GUARANTEED ERROR-FREE AND FURTHER ACKNOWLEDGE THAT THE EXISTENCE OF ANY SUCH ERROR SHALL NOT CONSTITUTE A BREACH OF THE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED INDEPENDENT JUDGMENT IN ACQUIRING THE SOFTWARE AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY QSR WHICH HAS NOT BEEN STATED EXPRESSLY IN THESE TERMS AND CONDITIONS OR RELIED ON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT INCLUDING CATALOGUES OR PUBLICITY MATERIAL PRODUCED BY QSR.
6. Disclaimers and Limitation of Liability
EXCEPT TO THE EXTENT THAT LIABILITY ARISES PURSUANT TO A NON-EXCLUDABLE STATUTORY PROVISION, QSR DISCLAIMS ALL CONDITIONS OR WARRANTIES RELATING TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NOTHING IN THESE TERMS AND CONDITIONS IS INTENDED TO EXCLUDE OR MODIFY ANY NON-EXCLUDABLE STATUTORY RIGHT OR LIABILITY. HOWEVER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIABILITY OF QSR IN RESPECT OF ANY CLAIM UNDER SUCH LEGISLATION SHALL BE LIMITED, IN THE CASE OF GOODS, TO THE REPAIR OR REPLACEMENT OF THOSE GOODS OR PAYMENT OF THE COST OF THEIR REPAIR OR REPLACEMENT, OR, IN THE CASE OF SERVICES, THE RE-SUPPLY OF THOSE SERVICES OR THE PAYMENT OF THE COST OF THEIR RE-SUPPLY.
C. QSR CLOUD SERVICES TERMS
2. Cloud Services
3. Account Registration
5. Authorised users
6. Right to Access Services
7. Your Content
8. Your Rights and Obligations
9. Fees and Payment
11. Term and Termination
all of Your Content in machine readable format, that is stored at that time on the NVivo™ Cloud Platform. After having done so, we may delete any of Your Content.
12. Third party content and services
The Cloud Services may include, refer to, or permit you to access, content and services provided by third parties. Where this is the case, such third party content and services are not provided by us, and if you choose to access and use any such third party content or services you do so subject to that third party’s terms and conditions. To the maximum extent permitted by law, we are not liable in connection with any such third party content or services. We are not responsible for providing any implementation, training, maintenance or improvement of any third party content or services.
1. Service Description
NVivo™ is a qualitative data analysis software designed for qualitative researchers working with very rich text-based and/or multimedia information, where deep levels of analysis on small or large volumes of data are required. NVivo™ allows you to identify patterns in your content across various text and data sources and organize and analyse your content to discover deep insights while asking further questions of your content through queries. NVivo can help you find connections and understand underlying themes and patterns that will help inform and support decisions.
2. Pricing options vary depending on type of customer and the operating system Mac or Windows) being used by Customer. The various options can be viewed on our NVivo™ Portal.
3. You may register for a 14-day free trial to test NVivo™. QSR reserves the right to permanently delete any and all of your files uploaded or created using the 14-day free trial account if you do not transfer your files from the 14-day free trial account to a subscription account within 30 days after the end of the 14-day free trial.
4. NVivo Software Assurance
Purchase software assurance when you buy NVivo™ and you'll have access to more personalized phone support and to extended support service hours. Basic support is between 9am to 5.30pm Australian Eastern Daylight Time, Monday to Friday (excluding Victorian public holidays). Basic support includes email support and a best effort response time.
With software assurance you can take advantage of additional extended service hours of 8pm to 4am Australian Eastern Daylight Time, Monday to Friday (excluding Victorian public holidays). Additionally, you have access to phone support and a targeted response time of one working day.
You will automatically receive future NVivo upgrades during the term of your subscription.
You will be entitled to perpetual copies of any new NVivo releases during the term of your subscription.
Upgrades received will be equivalent to your current software edition.
Any future releases of NVivo will be delivered as a download.
5. NVivo Training Workshops
a. Confirmation/Cancellation/Substitution: QSR will provide confirmation of registration and further details of the course as soon as possible. If we cannot accommodate you in this course, we will offer you another course or offer you a full refund. You are welcome to allocate your place to another colleague at any time by contacting QSR. If you are attending a classroom workshop, please do not make travel arrangements until you receive a written confirmation of your registration. If you do not receive confirmation by email within 48 business hours of submitting your form, please contact us at email@example.com
b. Cancellation and transfer fees: Cancellation fees will be at the discretion of QSR and you will be charged in the currency you originally paid in. They will normally be:
More than two weeks before course - USD 20 / GBP 20 / EURO 20 / AUD 20 administration charge.
Between one and two weeks before course - 50% of course fee paid.
Between one day and six days before course - 75% of course fee paid.
Less than 24 hours before course - no refund.
Transfer fees: An administrative charge of USD 50 / GBP 50 / EURO 50 / AUD 50 will be incurred for course transfers within 2 weeks of course date.
Payment: Payment must be made within 7 days from the date of registration; otherwise your booking will not be confirmed.
c. No refund for cancellation: You may transfer your registration to a later course providing notification is given to QSR no less than 2 weeks before the course starts.
d. NVivo Online Courses purchased through Quick Order: Each purchase of an online course will allow one user to be a participant in the Fundamentals online course for their relevant platform. This product needs to be purchased with an NVivo license. Students will need to verify their student status. Customers have 6 months from the purchase date to register for a course, after which the access to the training will expire.
e. Copyright: All QSR course material is protected by copyright and is not able to be copied or utilized by you or any other party without permission from QSR. This applies to the complete course materials or any part thereof.
f. Legal Disclaimer: QSR will use all reasonable endeavors to ensure that training activities are focused on the needs of attendees. Nevertheless, QSR cannot guarantee that all attendees’ queries will be addressed in the time allotted or that a specific level of skills will be attained as a consequence of attending the course. To the extent permitted by statute, all implied warranties as to the nature and content of QSR’s training activities are excluded and to the extent that such exclusion is not permitted, attendees’ remedies are limited to the extent permitted by the relevant statute.
NVivo Transcription is an online service which allows you to transcribe the speech in supported audio files from audio to text. The service provides an editor interface which allows Authorised Users to make and save changes to the transcribed text and tag the speaker changes.
Your use of NVivo™ Transcription is subject to the terms of the QSR International Fair Usage Policy.
NVivo™ Transcription may be acquired in two ways:
PAYG Service: Customer buys Service Hours to use the automated transcription functionality of the service. Service Hours are based on the length of audio files that are being transcribed, not the length of time taken to transcribe. Unused Service Hours expire 90 days after purchase.
Subscription Service: Customer pays a subscription fee for use of the automated transcription functionality of the service. The subscription is for a fixed period and up to a maximum number of Service Hours. Service Hours are based on the length of audio files that are being transcribed. The right to use the service expires at the end of the subscription period regardless of whether the maximum number of Service Hours has been reached.
For each of the options described in Section 2(b), Service Hours may be applied and used as follows:
(Individual Service) Authorised User's Service hours may not be shared with other Users
(Enterprise Service) All Authorised Named Users Service Hours are pooled together to provide the enterprise flexibility in allocating the Service Hours. Additional Authorised Named User Subscription Services may be purchased at an additional cost. Pricing is determined and agreed upon on a per customer basis.
Each Subscription Service purchased must be allocated to an Authorised Named User. Once an Authorised Named User has been assigned to a Subscription Service, that Subscription Service cannot be reallocated to another Authorised Named User.
In each option detailed in Section 2(c), the software will send automatic notifications once the User has consumed 75%, 95%, 100% of their storage allowance.
If you expect to surpass the allotted Service Hours described in Section 2(c), you can purchase additional Service Hours in your user portal.
Upon using 100% of the Service Hours, you will still have access to the portal to access your files. However, you will not be able to transcribe new files until you purchase additional Service Hours.
Most files can be transcribed in a timespan of half the length of the audio file being transcribed. For example, if an audio file is ten minutes long, the audio file will be transcribed in about five minutes. Our software has 90% accuracy when transcribing an audio file. This accuracy percentage is subject to the quality of the audio being transcribed, as there are many variables that can affect the final transcribed product. NVivo™ Transcription has the ability transcribe 28 (twenty-eight) languages to text.
You may use the editor functionality of NVivo™ Transcription with respect to transcribed files without charge for so long as the relevant text files are retained on the NVivo™ Cloud Platform.
You have the ability to use NVivo™ Transcription for free for 15 (fifteen) minutes for the first time to acquaint yourself with the service and test your file. QSR International reserves the right to delete any and all of your files created using the free 15 (fifteen) minute trial on the NVivo™ Cloud Platform 30 days after the free 15 (fifteen) minute trial ends if you do not transfer the file created using the free 15 (fifteen) minute trial to subscription account.
Payments for Service Hours are non-refundable, except in the following circumstances:
the relevant Order was placed in error, in which case we will cancel the Order and provide a refund if notified within seven (7) days of the Order being placed, provided that no Service Hours have been used; or
there are significant discrepancies between Your audio file and the transcribed file and provided that Your audio file is of sufficient quality based on the guidelines outlined on QSR’s NVivo™ Portal. In order to provide a full or partial refund, a relevant sample of Your audio file must be supplied to QSR for evaluation no later than seven (7) days after completion of the relevant transcription. Post this evaluation, you accept that QSR will make the final decision as to whether a refund is granted. QSR will not provide any refunds where you fail or refuse to provide such evidence as requested by QSR.
QSR reserves the right to delete any and all Customer files remaining on the NVivo™ Platform 90 days after:
For subscription services, the Customer's subscription ends; or
For PAYG services, all Service Hours have expired.
Notwithstanding any other term of the Agreement or this Product Schedule, QSR gives no warranty or undertaking as to the quality of the output from NVivo™ Transcription and, to that extent, NVivo™ Transcription is provided "AS IS". You acknowledge that the quality of the output will depend on many factors including the clarity of the original recording, background noise and accents of the speakers.
NVivo™ Cloud Collaboration is a cloud-based software service which allows multiple Authorised Users to collaborate and share NVivo project files. It is a module that must be purchased and installed separately from NVivo™.
Your use of NVivo™ Cloud Collaboration is subject to the terms of the QSR International Fair Usage Policy.
You have the option of registering for a free 14-day trial of NVivo™ Cloud Collaboration. If you do not convert your free 14-day free trial account into one of the licenses described in Section 2(d) below, your 14-day free trial account and any information saved in that account will be deleted 30 (thirty) days after the 14-day free trial ends.
The amount of storage depends on the service selected:
The Small Team Service limits storage to 25 (twenty-five) gigabytes for a maximum of five team members.
The Enterprise Agreement of NVivo Cloud Collaboration limits storage to 5 (five) gigabytes per Authorised Named User with no limit to the number of Authorised Named Users. Additional Authorised Named Users may be purchased at an extra cost. Pricing is determined and agreed upon on a per customer basis.
Each NVivo Cloud Collaboration subscription purchased must be allocated to an Authorised Named User. Once an Authorised Named User has been assigned to an NVivo Cloud Collaboration subscription, that subscription cannot be reallocated to another Authorised Named User.
In each option detailed in Section 2(c), the software will send automatic notifications once the User has consumed 75%, 95%, 100% of their storage allowance.
Upon using 100% of the storage allowance, you will still have access to the portal to access your files. However, you will not be able to store additional files until you delete old files which will free up space.
NVivo™ Cloud Collaboration may be used in conjunction with NVivo™ Transcription. If you use NVivo™ Transcription in conjunction with NVivo™ Cloud Collaboration, you agree to abide by the Special Conditions of NVivo™ Transcription on Schedule 2 of these Terms and Conditions.
NVivo Integration - Word, Excel & Outlook is an online service which allows you to import data from Microsoft Word, Excel, and Outlook for Windows OS users and Microsoft Word and Excel for Apple Mac OS users. NVivo Integration - Word, Excel & Outlook also allows you to use tags to note key points or themes in a document and add descriptions of the document before uploading it to NVivo. Once the file has been uploaded to NVivo, the file can be searched or filtered using the options in NVivo.
This service uses a plug-in software module licensed by Microsoft. In order to use NVivo Integration - Word, Excel & Outlook, the Microsoft Office add-in for NVivo it is required to be installed. It can be installed in Word, Excel or Outlook application as required. The NVivo add-in can be installed from inside the Office applications via the Get Add-ins function. The add-ins are further available on Microsoft AppSource https://appsource.microsoft.com/en-us/marketplace/apps?product=add-ins The use of this module is subject to the terms and conditions of Microsoft AppSource.
Your use of NVivo Integration - Word, Excel & Outlook is subject to the terms of the QSR International Fair Usage Policy.
With the 14-day trial of NVivo, you have the option of registering for a free 14-day trial of NVivo Integration - Word, Excel & Outlook. If you do not convert your free 14-day free trial account into one of the licenses described in Section 2(d) below, your 14-day free trial account and any information saved in that account will be deleted 30 (thirty) days after the 14-day free trial ends.
The amount of storage depends on the service option selected:
The Individual Service limits storage to 500 (five hundred) MB.
The Enterprise Agreement limits storage to 500 (five hundred) MB per Authorised User with no limit to the number of Authorised Users. Pricing is determined and agreed upon on a per customer basis.
In each option detailed in Section 2(d), the software will send automatic notifications within the App once the Authorised User has consumed 100% of their storage allowance.
If you expect the Authorised User to surpass the storage allowance in either license under Section 2(d), you can free up space by deleting older files.
Upon using 100% of the storage allowance, you will still have access to the portal to access your files. However, you will not be able to store additional files.
NVivo Integration - Word, Excel & Outlook may be used in conjunction with NVivo™ Transcription. If you use NVivo™ Transcription in conjunction with NVivo Integration - Word, Excel & Outlook, you agree to abide by the Special Conditions for NVivo™ Transcription in Schedule 2 to these Terms and Conditions.
This Data Protection Addendum (Addendum) forms part of the QSR International Terms and Conditions ("Terms and Conditions"), as updated from time to time, which are the basis for the agreement between QSR International Pty Limited (QSR) and Customer (Agreement).
This Addendum shall apply to Personal Data that QSR or a QSR Affiliate processes in the course of providing the Cloud Services to Customer under the Agreement.
Customer enters into this Addendum on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Customer Affiliates, if and to the extent QSR processes Personal Data for which such Customer Affiliates qualify as the Controller.
DATA PROCESSING TERMS
In this Addendum, unless the context otherwise requires, the following terms have the meaning set out below:
Applicable Laws means all applicable laws, rules and/or regulations applicable to the Agreement (as amended) or the activities contemplated thereunder, including without limitation any applicable Data Protection Laws
Customer Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
Customer Group Member means Customer or any Customer Affiliate;
Customer Personal Data means any Personal Data Processed by a Processor on behalf of a Customer Group Member pursuant to or in connection with the Agreement;
Data Protection Laws means all laws, regulations, binding legislative and regulatory requirements and codes of practice relating to data protection and the Processing of Personal Data, as applicable to either party or the Services, including, without limitation the the Australian Privacy Act 1988 (Cth), the UK Data Protection Act 2018, the GDPR; and the Japanese Act on the Protection of Personal Information 2003.
EEA means the European Economic Area;
GDPR means EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016;
Processor means any QSR Group Member which processes Customer Personal Data;
QSR Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with QSR; and
QSR Group Member means QSR or any QSR Affiliate.
Restricted Transfer means:
in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under clause 6.4.2 below;
Services means the services and other activities to be supplied to or carried out by or on behalf of QSR for the relevant Customer Group Members pursuant to the Agreement;
Standard Contractual Clauses means the contractual clauses for the transfer of personal data approved by the European Commission, as amended, replaced or supplemented from time to time;
Subprocessor means any person (including any third party and any QSR Affiliate, but excluding an employee of QSR or any of its sub-contractors) appointed by or on behalf of QSR to Process Customer Personal Data in connection with the Agreement;
The terms, "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" (or equivalent terms) shall have the meanings set out in, and will be interpreted in accordance with, such Data Protection Laws as are applicable from time to time.
The word "include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision from time to time, and is a reference to it amended, extended or re-enacted from time to time.
Unless the context otherwise requires, words and expressions defined in the Agreement shall have the same meaning where used in this Addendum except where they are inconsistent with or replaced by the amendments set out in this Addendum.
Nothing in this Addendum reduces QSR's or any QSR Affiliate’s obligations under the Agreement in relation to the protection of Personal Data or permits QSR or any QSR Affiliate to Process Personal Data in a manner which is prohibited by the Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
3. Status of parties
Customer and its relevant Customer Group Members shall be Controllers of the Customer Personal Data and, a reference to Customer shall be deemed to be a reference to the relevant Customer Group Member that is the Controller of the relevant Customer Personal Data in respect of the relevant Processing.
Except to the extent expressly provided otherwise in the Agreement, QSR shall be the Processor of Customer Personal Data on behalf of Customer.
In relation to obligations which this Agreement purports to impose on QSR, where QSR is not the Processor it shall procure the performance of those obligations by the relevant QSR Affiliate. In relation to obligations which this Agreement purports to impose on a Customer Group Member, where the Customer is not the relevant Customer Group Member it shall procure the performance of those obligations by the relevant Customer Affiliate.
4. Customer obligations
Customer and each relevant Customer Group Member shall comply with all Data Protection Laws in connection with the Processing of Customer Personal Data, the Services and the exercise and performance of its respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws and the terms of this Agreement.
Customer (on its own behalf and on behalf of each relevant Customer Group Member) warrants, represents and undertakes, that:
5. Processing of Customer Personal Data
The Processor shall:
The Customer, on its own behalf and on behalf of each relevant Customer Affiliate:
Annex 1 sets out certain information regarding the Processor’s Processing of the Customer Personal Data as required by Article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws).
6. QSR and QSR Affiliate Personnel
The Processor shall take reasonable steps to ensure that any employee, agent or contractor of any of them who may have access to the Customer Personal Data is subject to confidentiality undertakings or professional or statutory obligations of confidentiality and only Processes the Customer Personal Data on instructions from Customer.
7.1 QSR shall, and shall where it is not the Processor, procure that the relevant QSR Affiliate implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data transmitted, stored or otherwise Processed in accordance with Data Protection Laws, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. The standard security measures that the Contracted Processor shall implement shall include those measures set out in Annex 2.
The Customer, on its own behalf and on behalf of each relevant Customer Affiliate authorises the Processor to appoint (and permit each Subprocessor appointed in accordance with this clause 6 to appoint) Subprocessors in accordance with this clause 6 and any restrictions in this Agreement.
The Processor may continue to use the following Subprocessors:
QSR shall at least 14 days before appointing any new Subprocessor provide notice to the Customer via the MyNVivo Website including full details of the Processing to be undertaken by the Subprocessor. If Customer notifies QSR in writing of any objections (on reasonable grounds) to the proposed appointment QSR must not disclose any Customer Personal Data to the proposed Subprocessor except with the prior written consent of Customer.
With respect to each Subprocessor, QSR shall:
9. International data transfers
QSR shall, and where QSR is not the Processor it shall procure the performance of those obligations by the relevant QSR Affiliate, ensure that in respect of all Restricted Transfers, the Standard Contractual Clauses are at all relevant times: (a) incorporated into the agreement between the Processor and the Subprocessor; or (b) entered into directly between the Subprocessor and the relevant Customer Group Member(s).
10. Data Subject Rights
Taking into account the nature of the Processing, the Processor shall assist Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the relevant Customer Group Members' obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws.
The Processor shall:
11. Personal Data Breach
The Processor shall notify Customer without undue delay upon the Processor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow each relevant Customer Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Data Protection Laws.
The Processor shall provide reasonable assistance to Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 taking into account the nature of the Processing and the information available to the Processor.
12. Data Protection Impact Assessment and Prior Consultation
The Processor shall provide reasonable assistance to Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, as required under Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Processor.
13. Deletion or return of Customer Personal Data
Subject to clause 11.2, the Processor shall at Customer’s written request and option promptly and in any event within 30 days of the date of cessation of any Services involving the Processing of Customer Personal Data: (a) return a complete copy of all Customer Personal Data to Customer by secure file transfer in such format as is reasonably notified by Customer to QSR; and (b) delete and procure the deletion of all other copies of Customer Personal Data Processed by any Processor.
Each Processor may retain Customer Personal Data to the extent and for such period as required by Applicable Laws and always provided that the Processor shall hold such Customer Personal Data secure in accordance with clause 5 and ensure that such Customer Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.
14. Audit rights
The Processor shall make available to each Customer Group Member on request all information reasonably required to demonstrate compliance with the obligations under Article 28 of the GDPR (or equivalent obligations under Data Protection Laws).
Subject to clause 12.3, the Processor shall allow for and contribute to audits, including inspections, by any Customer Group Member or an auditor mandated by any Customer Group Member in relation to the Processing of the Customer Personal Data by the Processors.
Information and audit rights of the Customer Group Members only arise under clause 12.2 to the extent that compliance cannot be adequately demonstrated in accordance with clause 12.1 or the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, Article 28(3)(h) of the GDPR), provided that such rights shall be subject to equivalent restrictions to those in the Agreement (including as to frequency, timing and minimising disruption).
Where a provision requires the Processor to assist Customer or a Customer Group Member with compliance with their obligations under Data Protection Laws, such assistance shall be provided at no additional cost where this can reasonably be accommodated within the standard provision of the Services. Otherwise, the associated costs shall be agreed between the parties in accordance with the change control or Addendum procedure applicable under the Agreement.
Order of precedence
In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
Subject to clause 13.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.
ANNEX 1 TO QSR DATA PROCESSING ADDENDUM: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA
This Annex 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Customer Personal Data
The subject matter of the Processing of the Customer Personal Data is set out in the Agreement. Processing of the Customer Personal Data by the Processor shall be for the term of the Agreement, provided that Personal Data shall not be Processed for longer than is necessary for the purpose for which it was collected or is being Processed (except where a statutory exception applies).
The nature and purpose of the Processing of Customer Personal Data
The Processing of Customer Personal Data is QSR's provision of the applicable services under the Agreement, which shall involve performance on behalf of the relevant Customer Group Member of the tasks and activities set out in the Agreement for the purpose of providing those Services.
The types of Customer Personal Data to be Processed
The Processor may Process any or all of the following types / categories of Personal Data, and any additional types of Customer Personal Data, as set out in the Agreement and as relevant in the context of the Services.
The categories of Data Subject to whom the Customer Personal Data relates
The categories of Data Subjects includes any or all of the following individuals: Customer Group Member customers and clients, research participants, Customer Group Member advisers, consultants and other professional experts, Customer Group Member employees and staff, Customer Group Member QSRs and services providers, complainants and enquirers who contact Customer Group Members, and / or individuals captured by CCTV images, including staff, customers and clients, offenders and suspected offenders, members of the public and those inside, entering or in the immediate vicinity of the area under surveillance.
The obligations and rights of Customer and Customer Affiliates
The obligations and rights of Company and Company Affiliates are set out in the Agreement (as varied).
ANNEX 2 TO QSR DATA PROCESSING ADDENDUM: STANDARD SECURITY MEASURES
1. Network Security Management
Purpose: To ensure the protection of information in networks and its supporting information processing facilities.
1.1. Responsibility and Ownership
i. Networks shall be managed to ensure the security of data and the protection of connected services from unauthorised access. The overall responsibility for provision of network services and ensuring their security, to meet the business need, resides with the Head of Customer Infrastructure and Operations and the Head of Content Infrastructure and Distribution
1.2. Network Controls
i. Configuration standards for network equipment shall be documented to provide instruction to staff regarding the configuration and setup of the equipment. The configuration standards should cover topics such as:
iv. Access to network management systems shall be tightly controlled, making sure that users do not have more privilege than is required to perform their job. Access to network management systems, and the level of access granted shall be authorised by the Infrastructure and Operations Manager (Corporate, Network and Broadband Systems).
v. Access to the network management interface on network security appliances shall be restricted to specially created network management VLANs.
vi. Authentication into devices and services that provide a network security function, for users with admin change privileges, should incorporate multi factor authentication.
Logging and Monitoring
vii. Appropriate logging and monitoring shall be applied to enable the recording of network based events that may affect, or are relevant to Information Security. Examples of the types of events that need to be logged include:
viii. Logging should be kept for a minimum of one year to allow for forensic investigations into historical incidents.
Network Connection Control
ix. Any exposed network connection points that allow a user to plug a workstation into the network shall support authentication. 802.1X style controls with user name and password or machine certificates are the preference with MAC based authentication being the minimum standard.
x. Non QSR International managed computers are not permitted to be plugged into the QSR International corporate network.
xi. Computers of partner organisations that require access to QSR International systems may only be connected to specially designed contractor networks that segment the connected computers from the remainder of the corporate network, and provide tight controls over precisely what internal systems can be accessed.
Wireless Network Security
xii. Staff, contractors, consultants and visitors must not introduce wireless networks or Access Points (AP) into a QSR International site. Wireless networks must only be setup by authorised Information and Technology Network administrators and must be approved by the Change Advisory Board through the change control process.
xiii. An inventory of authorised wireless access points is to be maintained including a documented business justification.
xiv. Business sites must be swept quarterly to detect and identify all authorised and unauthorised wireless access points.
xv. The wireless network shall be encrypted using a suitably strong protocol. The preferred standard is WPA2. Use of WPA and WEP is prohibited. A high level of key strength should be used (128 bit or higher). Static keys should be avoided, although they are permitted for guest networks that provide Internet access only and no access to the internal network.
xvi. All wireless access points deployed at any QSR International site need to support central management through a single common management system.
1.3. Segregation in networks
i. Groups of information services, users and information systems shall be segregated on networks through the design and implementation of network security domains. There are a variety of ways to define network security domains. The domains can be chosen based on trust levels (e.g. public access domain, desktop domain, server domain), along organisational units (e.g. human resources, finance, marketing) or a combination (e.g. server domain connected to multiple organisational units. The segregation can be performed using either physically different networks or by using different logical networks.
ii. The network domain model needs to communicate the intent of network segmentation at QSR International, the typical control sets to apply to each domain and the communication rules between domains
Requirements for Firewalls (including routers)
i. External network boundaries shall be secured by the use of an appropriately configured and managed firewall or combination of firewalls. Firewalls shall be configured to provide the maximum amount of security consistent with business requirements.
ii. The security of gateways and firewalls must be subjected periodically to expert scrutiny with reference to the registered connections, and to penetration testing. This must be undertaken at least once a year, and after any major reconfiguration.
iii. Any part of a network that is on premises where QSR International does not have control of the physical security shall be segregated by a firewall. Inward access shall be subject to risk assessment and strict control. A DMZ shall be used wherever possible for servers that are accessed by external users.
iv. All firewall rules and router ACLs shall be adequately documented so that an independent reviewer can understand their purpose and the documentation must be maintained and made available for audit. Rulesets and ACLs must be reviewed annually to ensure that rules are correct and up-to-date.
v. Disclosure of private IP addresses and routing information to unauthorised parties is prohibited. Methods to obscure IP addressing may include, but are not limited to:
vi. Any QSR International managed mobile device, or employee owned device that facilitates access to QSR International resources and also connects to the Internet when outside the QSR International network shall have personal firewall software installed.
2. Information Transfer
Purpose: To maintain the security of information transferred within an organisation and with any external entity.
Information transfer may occur through the use of a number of different types of communication facilities, including electronic mail, voice, facsimile and video. Software transfer may occur through a number of different mediums, including downloading from the Internet and acquisition from vendors selling off-the-shelf products.
i. The business, legal and security implications associated with electronic data interchange, electronic commerce and electronic communications and the requirements for controls should be considered and documented.
ii. The sensitivity of the information being transferred and the party its being transferred to will be critical factors in the overall assessment of risk associated with the information transfer and the controls that should be put in place to secure the transfer.
2.2. Transfer of sensitive or confidential information
Refer to Supplier Relationships Security Policy for details of Information Security in supplier relationships.
The following are the minimum sets of controls that need to be put in place for the transfer of sensitive or confidential information.
i. When sharing confidential information with a third party, a non-disclosure agreement shall be put in place prior to the sharing of any information. The non-disclose agreement should cover the following elements:
ii. QSR International employee’s dealing with confidential QSR International information must be subject to non-discloser agreements.
iii. Transfer of sensitive or confidential information to third parties via electronic means shall be encrypted in transit. Email is not be used for the communication of sensitive information to third parties unless the attached payloads are encrypted. Decryption keys used in email communication cannot be sent via email. A separate out-of-bands communication channel needs to be used for this purpose.
iv. QSR International data needs to be classified to determine its sensitivity and confidentiality level. Access controls need to be put in place to ensure that only staff with roles required to access sensitive data can actually access the information. Systems need to be put in place to ensure that reports can be generated to show who has access sensitive information, when they have accessed it and from where.
v. Systems put in place for the electronic transfer of data between QSR International systems and third party company systems, like API gateways and sFTP servers, need to be approved by QSR International. The exposed interfaces to the third parties must be tested every year for vulnerabilities.
vi. The use of peer-to-peer file transfer applications is strictly prohibited.
Peer-to-peer file sharing is the distribution and sharing of digital media using peer-to-peer (P2P) networking technology. P2P file sharing allows users to access media files such as books, music, movies, and games using a P2P software program that searches for other connected computers on a P2P network to locate the desired content. The nodes (peers) of such networks are end-user computers and distribution servers (not required). Examples include BitTorrent and Gnutella
vii. The use of consumer-based, cloud file sharing services (e.g. Dropbox, Google Drive, Box) is prohibited for the transfer of QSR International data.
viii. Transfer of sensitive information over public networks must be encrypted at all times.
3. Electronic messaging
i. Employees shall receive security awareness training to reduce the risk of introducing malicious software.
ii. Emails and attachments can be a source of malicious software and should be treated with caution.
iii. Unsolicited emails are to be deleted and not responded to.
iv. When sending email, employees are responsible for checking that the email is correctly addressed, and that the content of the message is only being sent to appropriate persons.
v. Email sent unencrypted over the Internet is not secure and may be liable to interception, copying and tampering. Where confidential information must be sent outside QSR International’s own networks, an approved, secure messaging service shall be used to ensure security. Under no circumstances may user account information or passwords be sent over the Internet.
vi. Email shall be retained according to QSR International’s Record Retention Schedule (in draft with Legal).
vii. Users are prohibited from automatically forwarding QSR International email to a third party email system as doing so might cause emails with confidential or inappropriate content to be transmitted over the Internet.
viii. Individual messages which are forwarded by the user must not contain QSR International confidential or sensitive information.
ix. Users are prohibited from using third-party email systems and storage servers such as Google, Yahoo, and MSN Hotmail etc. to conduct QSR International business, to create or memorialise any binding transactions, or to store or retain email on behalf of QSR International. Such communications and transactions must be conducted through proper channels using QSR International-approved documentation and systems.
x. Users are prohibited from using applications or software that have not been approved for use by QSR International for accessing or managing QSR International email, calendaring, or tasking systems.
xi. Non-QSR International related commercial uses of QSR International electronic messaging systems are prohibited.
xii. QSR International employees shall have no expectation of privacy in anything they store, send or receive on the company’s email system.
xiii. QSR International may monitor messages without prior notice. QSR International is not obliged to monitor email messages.
xiv. All use of email must be consistent with QSR International policies and procedures of ethical conduct, safety, compliance with applicable laws and proper business practices.
3.1. Business information systems
i. Confidential information can be communicated by other systems such as voice mail, fax machines, printers, etc. These are subject to comparable security provisions to electronic mail.
ii. Fax machines and printers that are used for printing out confidential information shall be located in secure rooms or protected by keys or personal passwords. It is the user’s responsibility to check that faxes are sent to the correct number, and print-outs to the correct printer.
iii. Voice mail systems shall be protected by personal passwords or pin numbers.
3.2. Using the Internet
i. Employees must use internet services in a responsible and security conscious manner.
ii. This section applies to services utilising the Internet such as web browsing, Instant Messaging, Skype, Internet Protocol (IP) telephony, video conferencing or file sharing sites.
iii. Unless applications using these communications methods are evaluated and approved by IT Compliance, they must not be used for communicating sensitive or classified information over the Internet.
iv. All Employees must report any suspicious contact from external or unknown sources to the Service Desk, especially contact from external sources using Internet services. Suspicious contact may relate to questions regarding the work duties of employees or the specifics of projects being undertaken by employees.
v. Monitoring of breaches of web usage policies—for example attempts to access blocked websites such as pornographic and gambling websites—as well as compiling a list of employees who excessively download or upload data without a legitimate business requirement assists QSR International in enforcing their web usage policies.
3.3. Posting official information on websites
i. Employees must not post sensitive or classified information on public websites, especially in forums, blogs and social networking sites. Even unclassified information that appears to be benign in isolation, could, along with other information, have a considerable security or reputational impact on QSR International.
ii. To report cases where such information is posted, employees are to advise their manager in the first instance.
iii. To ensure that personal opinions of employees are not interpreted as official Policy, employees must maintain separate professional and personal accounts when using websites, especially when using online social networks.
iv. Employees can post information authorised for release into the public domain, only on approved websites
3.4. Peer–to–peer applications
i. The installation and use of peer–to–peer applications is prohibited.
ii. Employees are not to send or receive files via peer–to–peer applications.
iii. Only QSR International approved methods of file sharing are to be used.
3.5. Electronic Commerce Services
i. Electronic communication and commerce is vulnerable to a number of network threats which may result in fraudulent activity, contract dispute and disclosure or modification of information. When commercial information is communicated, a risk assessment shall be conducted to determine the appropriate level of controls that should be applied to protect against such threats.
Security considerations for electronic commerce shall include:
ii. Electronic commerce arrangements between trading partners shall be supported by a documented agreement which commits both parties to the agreed terms of trading.
iii. Consideration should be given to the resilience to attack of the host used for electronic commerce, and the security implications of any network interconnection required for its implementation.
iv. When an application involves on-line transactions that are confidential or sensitive (e.g. contractual or financial transactions), then a risk assessment shall be made to determine the appropriate level of controls.
v. Transactions shall be protected against misrouting, and against any unauthorised alteration, disclosure or replay.
vi. The following security measures shall be considered:
3.6. Publicly available systems
i. Information that is published to publicly available systems, e.g. Internet Web servers, shall be protected from unauthorised modification. Such servers shall be hardened against attack, and the integrity of the information shall be checked frequently, preferably by an automated mechanism. There shall be a formal authorisation process before information is made publicly available.
ii. Software, data and other information requiring a high level of integrity, when it is made available on a publicly available system, shall be protected by appropriate mechanisms, e.g. digital signatures.