EIT Health embodies the KIC (Knowledge and Innovation Community) established by the European Institute for Innovation and Technology in the field of health. EIT Health promotes healthy living, active aging and improvements in healthcare. EIT Health functions as a co-founder and sponsor of innovative and educational projects. One of the ways by which this is achieved is the call for, acceptance and support of projects presented by designated third parties who may contribute to the fulfillment of the mission of EIT Health.
1.1. “EIT Health”: EIT Health e.V., with its registered offices at Mies-van-der-Rohe-Str. 1C, 80807 Munich, Germany, including all its CLC and KIC partners.
1.3. “User”: any person or entity visiting, viewing, accessing or otherwise using any of the online services of the EIT Health .
1.4. “Confidential Information”: any information and data disclosed by the User to EIT Health through the use of tthe online services or online platforms of EIT Health, including but not necessarily limited to any project proposals submitted to EIT Health, shall be deemed to be confidential information, unless unless falling within the exceptions provided in provision 2.
1.5. “Purpose”: the evaluation of project proposals by EIT Health, with the aim of procuring sponsoring and support by EIT Health.
2.1. EIT Health hereby undertakes and accepts not to use Confidential Information disclosed by the User otherwise than for the Purpose.
2.2. Shall not be deemed Confidential Information:
– Publicly available information;
– Information already known to EIT Health prior to disclosure by the User;
– Information which EIT Health is required to disclose in order to comply with applicable laws or regulations or with a court or administrative order. If the EIT Health becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, notify the User prior to any such disclosure;
– Name of the User, name of any project proposal, country of the User and content of the elevator pitch submitted by the User as part of the Users project proposal;
– Any section of the Users project proposal clearly labeled non-confidential.
2.3. The User accepts that EIT Health can internally distribute Confidential Information, including to it’s subsidiary CLC’s and KIC’s, on a strict need-to-know basis, when strictly necessary for the Purpose and without any prior written consent from the User.
2.4. The User accepts that name of any project proposal, country of the User and content of the elevator pitch submitted by the User as part of the Users project proposal, as well as any sections of said proposal labeled “non-confidential,” can be disclosed by EIT Health to the public and/or selected stakeholders such as but not limited to potential investors. and can be published on EIT Health’s website.
2.5. Notwithstanding the foregoing, The User accepts that EIT Health can use Confidential Information for the purposes of analyses, statistics and obtaining derivative information, meaning any general information or metadata derived from project proposals submitted to EIT Health. Such generalized information may be used by EIT Health to publish and communicate press releases, reports, statistics, evaluations, and any other informational or promotional publications.
2.6. The User acknowledges that EIT Health is supported by EIT, a body of the European Union and that EIT Health and EIT have a Framework Partnership Agreement. The User accepts that EIT Health has an obligation to respect certain auditing rights of the EIT, the Commission, the European Court of Auditors (ECA) and the European Anti-Fraud Office (OLAF), and accepts that Confidential Information in the exercise of an audit can be disclosed to said auditing entities, insofar EIT Health is under a legal obligation to do so. If EIT Health becomes aware that it will be required, or is likely to be required, to disclose Confidential Information, EIT Health it shall, to the extent it is lawfully able to do so, prior to any such disclosure, notify the User and consult with the User in order ro safeguard to the maximum extent possible the rights and the interests of the User and its partners with regard to the Confidential Information, without denying the auditing rights of said auditing entities.
3. Warranties and Liability.
3.1. The User acknowledges and accepts that EIT Health can avail itself of third parties, subcontractors and/or affiliated entities to provide the EIT Health Platform or any of its online services to the User.
3.2. EIT Health will try to minimize disruption caused by technical errors. However some data or information may have been created or structured in files or formats that are not error-free and EIT Health cannot guarantee that EIT Health’s service will not be interrupted or otherwise affected by such problems. EIT Health accepts no responsibility with regard to such problems incurred as a result of using EIT Healths online services or online platforms, or any linked external sites.
3.3. Through the EIT Health online services or online platforms, the User might be able to link to other websites which are not under the control of EIT Health. EIT Health does not have any control on of the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
3.4. The access and use by the User of the EIT Health online services or online platformsare at the Users own risk. EIT Healths online services and online platforms are provided “as-is” and to the maximum extent permitted by applicable law, EIT Health disclaims all other representations and warranties, express or implied, regarding EIT Healths online services and online platforms, including but not limited to the content, materials, information and software made available through it.
3.5. EIT Health will in no event be liable to the User for any third party claim or for any consequential, direct, incidental or special damages, including without limitation, any lost profits or lost savings, regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if it was foreseeable or the possibility of such damages was brought to EIT Health’s attention.
3.6. The User is solely responsible and liable for the data, materials, and information of any kind submitted or uploaded to any EIT Health online service or online platform and EIT Health shall not take any responsibility in this respect.
The User agrees to indemnify, defend and hold EIT Health, as well as its affiliates and employees, harmless from all third party claims, liability, damages and costs arising from the User’s unauthorized or improper use of EIT Healths online services and online platforms or from the presence of the data, materials and information provided by User.
3.7. The User who submits a project proposal to EIT Health for the Purpose accepts as final any decision taken by EIT Health regarding said project proposal. For the avoidance of doubt, only project proposals that are submitted in accordance with the requirements formulated by EIT Health are eligible for acceptance. Any project proposals submitted to EIT Health after a communicated deadline shall be invalid.
The copyright of all material, provided on any of EIT Healths online services or online platforms, is held by EIT Health or by the original creator of the material. Prior permission must be obtained for the reproduction or use of textual and multimedia information (sound, images, software, etc.), such permission shall clearly indicate any restrictions on use. Provision 2.4. constitutes such a written permission from the User to EIT Health for the information and data it describes.
5. Transfer of personal data
Standard contractual clauses for the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to third countries which do not ensure an adequate level of protection (controller to controller transfers). Parties agree 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 a transfer of personal data by the data exporter to the data importer.
Clause 1 Definitions
For the purposes of the Clauses:
a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervi¬sory 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 (‘hereinafter the Directive’);
b) the ‘data exporter’ shall mean the controller who transfers the personal data;
the ‘data importer shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection.
Clause 2 Details of the transfer
The transfer consists of any Personal Data included in any project proposal submitted to EIT Health by the User, for the Purpose.
Clause 3 Third-party beneficiary clause
The data subjects can enforce this Clause, Clause 4(b), (c) and (d). Clause 5(a), (b), (c) and (e), Clause 6(1) and (2), and Clauses 7, 9 and 11 as third-party beneficiaries. The parties do not object to the data subjects being represented by an association or other bodies if they so wish 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 by him, has been and, up to the moment of the transfer, will continue to be carried out in accordance with the relevant provisions of the Member State in which the data exporter is established (and where applicable has been notified to the relevant authorities of that State) and does not violate the relevant provisions of that State;
(b) that if the transfer involves special categories of data the data subject has been informed or will be informed before the transfer that this data could be transmitted to a third country not providing adequate protection;
(a) to make available to the data subjects upon request a copy of the Clauses; and
(c) to respond in a reasonable time and to the extent reasonably possible to enquries from the supervisory authority on the processing of the relevant personal data by the data importer and to any enquiries from the data subject concerning the processing of this personal data by the data importer.
Clause 5 Obligations of the data importer
The data importer agrees and warrants:
(a) that he has no reason to believe that the legislation applicable to him prevents him from fulfilling his obligations under the contract and that in the event of a change in that legislation which is likely to have a substantial adverse effect on the guarantees provided by the Clauses, he will notify the change to the data exporter and to the supervisory authority where the data exporter is established, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) to process the personal data in accordance with the mandatory data protection principles set out in ANNEX 2;
(c) to deal promptly and properly with all reasonable inquiries from the data exporter or the data subject relating to his processing of the personal data subject to the transfer and to cooperate with the competent supervisory authority in the course of all its inquries and abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(d) at the request of the data exporter to submit its data processing facilities for audit 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, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(e) to make available to the data subject upon request a copy of the Clauses and indicate the office which handles complaints.
Clause 6 Liability
1. The parties agree that a data subject who has suffered damage as a result of any violation of the provisions referred to in Clause 3 is entitled to receive compensation from the parties for the damage suffered. The parties agree that they may be exempted from this liability only if they prove that neither of them is responsible for the violation of those provisions.
2. The data exporter and the data importer agree that they will be jointly and severally liable for damage to the data subject resulting from any violation referred to in paragraph 1. In the event of such a violation, the data exporter or the data importer or both.
3. The parties agree that if one party is held liable for a violation referred to in paragraph 1 by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.
Clause 7 Mediation and jurisdiction
1. The parties agree that if there is a dispute between a data subject and either party which is not amicably resolved and the
data subject invokes the third-party beneficiary provision in clause 3, they accept the decision of the data subject:
(a) to refer the dispute to mediation by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that by explicit agreement between a data subject and the relevant party a dispute can be referred to an arbitration body, if that party is established in a country which has ratified the New York convention on enforcement of arbitration awards.
3. The parties agree that paragraphs 1 and 2 apply without prejudice to the data subject’s substantiive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8 Cooperation with supervisory authorities
The parties agree to deposit a copy of this contract with the supervisory authority ifit so requests or if such deposit is required under national law.
Clause 9 Termination of the Clauses
The parties agree that the termination of the Clauses at any time, in any circumstances and for whatever reason does not exempt them from the obligations and/or conditions under the Clauses as regards the processing of the data transferred.
Clause 10 Governing Law
These Clauses shall be governed by the law of the Member State in which the Data Exporter is established.
Clause 11 Variation of the contract
The parties undertake not to vary or modify the terms of the clauses.
ANNEX 2 to the standard contractual clauses
Mandatory data protection principles referred to in the first paragraph of Clause 5(b)
These data protection principles should be read and interpreted in the light of the provisions (principles and relevant exceptions) of Directive 95/46/EC.
They shall apply subject to the mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others.
1. Purpose limitation: data must be processed and subsequently used or further communicated only for the specific purposes in ANNEX 1. Data must not be kept longer than necessary for the purposes for which they are transferred.
2. Data quality and proportionality: data must be accurate and, where necessary, kept up to date. The data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
3. Transparency: data subjects must be provided with information as to the purposes of the processing and the identity of the data controller in the third country, and other information insofar as this is necessary to ensure fair processing, unless such information has already been given by the data exporter.
4. Security and confidentiality: technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as unauthorised access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the controller.
5. Rights of access, rectification, erasure and blocking of data: as provided for in Article 12 of Directive 95/46/EC, the data subject must have a right of access to all data relating to him that are processed and, as appropriate, the right to the rectification, erasure or blocking of data the processing of which does not comply with the principles set out in this ANNEX, in particular because the data are incomplete or inaccurate. He should also be able to object to the processing of the data relating to him on compelling legitimate grounds relating to his particular situation.
6. Restrictions on onwards transfers: further transfers of personal data from the data importer to another controller established in a third country not providing adequate protection or not covered by a decision adopted by the Commission pursuant to Article 25(6) of Directive 95/46/EC (onward transfer) may take place only if either:
(a) data subjects have, in the case of special categories of data, given their unambiguous consent to the onward
transfer or, in other cases, have been given the opportunity to object.
The minimum information to be provided to data subjects must contain in a language understandable to them:
• the purposes of the onward transfer,
• the identification of the data exporter established in the Community,
• the categories of further recipients of the data and the countries of destination, and
• an explanation that, after the onward transfer, the data may be processed by a controller established in a country where there is not an adequate level of protection of the privacy of individuals; or
(b) the data exporter and the data importer agree to the adherence to the Clauses of another controller which thereby
becomes a party to the Clauses and assumes the same obligations as the data importer.
7. Special categories of data: where data revealing racial or ehtnic origin, political opinions, religious or philosophical beliefe or trade union memberships and data concerning health or sex life and data relating to offences, criminal convictions or security measures are processed, additional safeguards should be in place within the meaning of Directive 95/46/EC, in particular, appropriate security measures such as strong encryption for transmission or such as keeping a record of access to sensitive data.
8. Direct marketing: where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to ‘opt-out’ from having his data used for such purposes.
9. Automated individual decisions: data subjects are entitled not to be subject to a decision which is based soley on automated processing of data, unless other measures are taken to safeguard the individual’s legitimate interests as provided for in Article 15(2) of Directive 95/46/EC. Where the purpose of the transfer is the taking of an automated decision as referred to in Article 15 of Directive 95/46/EC, which produces legal effects concerning the individual or significantly affects him and which is based solely on automated processing of data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc., the individual should have the right to know the reasoning for this decision.