D2L: Planning for Brexit

Background on Brexit

On Thursday 23 June 2016, a referendum was held on whether the UK should leave or remain in the European Union (EU). The vote resulted in a narrow win in favour of the UK leaving the EU. The UK invoked Article 50 of the Lisbon Treaty on 29 March 2017, giving the UK and the rest of the EU two years to agree to the terms of the UK’s separation also known as the withdrawal agreement. As it currently stands, the UK is scheduled to leave the EU on 31 October 2019.

Commonly Asked Questions

To address common questions and concerns relating to D2L’s delivery of services in the context of Brexit, we have put together this document. It explains the anticipated impact of Brexit and D2L’s plans to adapt to meet customer needs, mitigate risks and stay compliant with local laws and regulations.

1. Is D2L planning for any potential Brexit-related impact on its business?

D2L is an internationally focussed company headquartered in Ontario, Canada with subsidiaries in the United States, UK, Australia, Brazil and Singapore. Because we have customers, employees and vendors located in the UK and the EU, D2L is sensitive to the impact Brexit will have on its global operations. D2L is actively monitoring Brexit developments and assessing possible strategies to manage and mitigate risks of all possible Brexit scenarios.

To effectively prepare for the changes Brexit may bring, D2L will be assessing and auditing any legal or regulatory changes that may impact key business considerations, such as data privacy, data transfer, commercial contracts, travel and migration, tariffs, and value added tax (VAT) compliance.

2. What is the likely impact of Brexit on D2L customers located in the UK?

Although there is a lot of uncertainty with the exact manner of the UK’s exit from the EU, we anticipate the impact of Brexit on D2L’s customers located in the UK to be minimal. D2L Europe Ltd. is incorporated under the laws of England and Wales with a physical office located in London, UK. The contracts for our UK customers are generally governed by the laws of England and our pricing model applies local VAT. As a software-as-a-service (SaaS) based company processing data on behalf of EU and UK citizens, D2L complies with the EU General Data Protection Regulation (GDPR). D2L will continue to apply the GDPR standards and requirements to its data protection and privacy protocols in the UK.

3. D2L currently hosts all European customers in Ireland. Will UK customers need to be moved into a different, UK-based hosting facility after Brexit?

The GDPR is a common set of rules that currently permits personal information to flow freely between the UK and the EU without any specific measures or requirements on organisations when they transfer personal data. The UK government has indicated that it is committed to the high data protection standards set out in the GDPR and plans to incorporate those standards and regulations into UK law at the point of exit. The UK government has also made its intention clear that following Brexit the UK plans to permit data to flow from the UK to countries in the EU. Since D2L currently uses AWS infrastructure located in Ireland for the bulk of its processing activities in the UK and EU, D2L is not anticipating a need to transfer UK-based customers to a hosting facility in the UK following Brexit. D2L will continue to monitor developments of data privacy laws post-Brexit and will adapt its data processing approach accordingly. If, in the future, there is a legal requirement to host UK customers in the UK then D2L will comply with this regulation.

4. What is the likely impact of Brexit on D2L customers located in the rest of Europe?

As noted above, there is still some uncertainty with Brexit. However, D2L is committed to serving its EU base and does not expect that its existing customers will experience disruptions to services following Brexit. The majority of EU customer data is processed in the EU, and this will continue following Brexit. To the extent that any EU customer data needs to be transferred to the UK before an adequacy determination is made under the GDPR, D2L will find a separate legal basis for transferring the data.

D2L will also continue to monitor the impact on commercial contracts, to ensure appropriate contractual amendments are executed to deal with any inconsistencies in existing contracts, which are caused by Brexit.

5. As a UK company, will D2L Europe Ltd. still be focussed on the EU after Brexit?

Absolutely. D2L’s mission is to transform the way the world learns, and Brexit will not change D2L’s goal of reaching every learner. D2L has seen some significant growth opportunities in the EU and is excited for future growth in the region. D2L is committed to take appropriate steps to ensure it can effectively and compliantly serve institutions and organisations located in the EU following Brexit.

6. Will D2L incorporate in the EU after Brexit?

D2L is currently reviewing its corporate structure in the UK and evaluating how this set up will impact its ability to conduct business in the EU following Brexit. Although no restructuring commitments have been made, D2L is exploring the possibility of establishing a separate legal or business presence in the EU whether through incorporation, branch or strategic merger or partnership. D2L will continue to review and assess the necessity of setting up a secondary corporate structure in the EU to effectively carry on its business within EU member countries.

7. Will D2L ensure it continues to adhere to all applicable laws within the UK and the EU after Brexit?

Yes, D2L is committed to complying with all applicable laws and regulations within each country and jurisdiction in which it operates. D2L will do all things necessary to comply with applicable laws as they pertain to D2L’s business and the services it provides.

THE INFORMATION PRESENTED IN THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, OR OTHER ADVICE FOR ANY PARTICULAR ISSUE OR SUBJECT, INCLUDING COMPLIANCE WITH RELEVANT LAWS. YOU MUST CONSULT A PROFESSIONAL ADVISOR THAT IS FAMILIAR WITH YOUR PARTICULAR SITUATION FOR ANY SUCH ADVICE.