This Data Processing Addendum (“DPA”) amends and forms part of the Master Services Agreement (the “Agreement”) between SourceScrub, LLC and its affiliates (“Company”) and the [Customer, Inc.] (“Customer”). This DPA prevails over any conflicting term of the Agreement.
2.1. This DPA applies to Processing of Customer Personal Data by Company to provide the Services. The subject matter, nature and purpose of the Processing, the types of Customer Personal Data and categories of Data Subjects are set out in Annex I.
2.2. Customer is a Controller and appoints Company as a Processor on behalf of Customer. Customer is responsible for compliance with the requirements of Data Protection Law applicable to Controllers.
2.3. Customer acknowledges that Company may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, product development and improvement, and compliance with law. Company may also de-identify or aggregate Personal Data and reuse it for its own business purposes.
3.1. Company will Process Customer Personal Data to provide the Services and in accordance with Customer’s documented instructions. The Controller’s instructions are documented in this DPA, the Agreement, and any applicable statement of work.
3.2. Unless prohibited by applicable law, Company will inform Customer if Company is subject to a legal obligation that requires Company to Process Customer Personal Data in contravention of Customer’s documented instructions.
4.1. Company will ensure that all personnel authorized to Process Customer Personal Data are subject to an obligation of confidentiality.
5.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the measures listed in Annex II.
5.2. Company will notify Customer without undue delay after becoming aware of a Personal Data Breach involving Customer Personal Data. If Company’s notification is delayed, it will be accompanied by reasons for the delay.
6.1. Customer hereby authorizes Company to engage Subprocessors. No Subprocessors are currently used.
6.2. Company will enter into a written agreement with Subprocessors which imposes the same obligations as required by Data Protection Law. Company will notify Customer prior to any intended change to Subprocessors. Customer may object to the addition of a Subprocessor based on reasonable grounds relating to a potential or actual violation of Data Protection Law by providing written notice detailing the grounds of such objection within thirty (30) days following Company’s notification of the intended change. Customer and Company will work together in good faith to address Customer’s objection.
7.1. Taking into account the nature of the Processing, and the information available to Company, Company will assist Customer, including, as appropriate, by implementing technical and organizational measures, with the fulfilment of Customer’s own obligations under Data Protection Law to: comply with requests to exercise Data Subject Rights; conduct data protection impact assessments, and prior consultations with Supervisory Authorities; and notify a Personal Data Breach.
8.1. Company must make available to Customer all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by a Supervisory Authority or reasonably requested by Customer and performed by an independent auditor as agreed upon by Customer and Company.
8.2. Company will inform Customer if Company believes that Customer’s instruction under Section 8.1 infringes Data Protection Law. Company may suspend the audit or inspection, or withhold requested information until Customer has modified or confirmed the lawfulness of the instructions in writing.
9.1. Customer hereby authorizes Company to perform International Data Transfers to any country deemed adequate by the EU Commission; on the basis of appropriate safeguards in accordance with Data Protection Law; or pursuant to the Standard Contractual Clauses referred to in Section 9.2 or Section 9.3.
9.2. To the extent Company transfers Customer Personal Data from Europe to provide the Services to Customer, by signing this DPA, Customer and Company conclude the Standard Contractual Clauses, which shall be governed by the terms of MODULE TWO of the Standard Contractual Clauses, which are hereby incorporated into this DPA by reference. The Parties hereby agree that where the Standard Contractual Clauses apply, they shall be completed as follows: (i) the optional Clause 7 is kept; (ii) in Clause 9, Option 1 is struck and Option 2 is kept; (iii) in Clause 11, the optional language is struck; (iv) in Clause 17 and 18, the Governing law and the competent courts are those mentioned in the Agreement; and (v) Annex I and II to the Standard Contractual Clauses are Annex I and II to this DPA, respectively.
9.3. To the extent that Company transfers Customer Personal Data from the United Kingdom to provide the Services to Customer, by signing this DPA, Customer and Company conclude the UK Standard Contractual Clauses (the clauses annexed to EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (OJ L 39, 12.2.2010, p. 5-18)) which are hereby incorporated by reference and completed as follows: (i) the “data exporter” is Customer; the “data importer” is Company; (ii) the governing law in Clause 9 and Clause 11.3 is the law of the country in which Customer is established; (iii) Appendix 1 and Appendix 2 are Annex I and Annex II to this DPA respectively; and (iv) the optional indemnification clause is struck. In addition, the following changes apply: (i) references to Data Protection Law are replaced with references to applicable UK data protection law, (ii) references to the EU or Member States are replaced with references to the United Kingdom, (iii) references to EU authorities are replaced with references to the competent UK authority, and (iv) references to the Member State governing law in Clause 9 and Clause 11.3 of the Standard Contractual Clauses are replaced with references to the law of England and Wales.
9.4. If Company’s compliance with Data Protection Laws applicable to International Data Transfers is affected by circumstances outside of its control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Customer and Company will work together in good faith to reasonably resolve such non-compliance.
10.1. To the extent permitted by applicable law, where Company has paid damages or fines, Company is entitled to claim back from Customer that part of the compensation, damages or fines, corresponding to Customer’s part of responsibility for the damages or fines.
11.1. This DPA is terminated upon the termination of the Agreement. Customer may request return of Customer Personal Data up to ninety (90) days after termination of the Agreement. Unless required or permitted by applicable law, Company will delete all remaining copies of Customer Personal Data within one hundred eighty (180) days after returning Customer Personal Data to Customer.
12.1. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
Categories of data subjects whose personal data is transferred
Categories of personal data transferred
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Nature of the processing
The personal data transferred will be subject to the following processing operations.
Purpose(s) of the data transfer and further processing
The purpose of the data transfer is to provide SourceScrub’s services as requested by Customer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Different data retention periods apply depending on the applicable service. When determining the specific retention period, SourceScrub considers various factors, such as the type of service provided to the Customer, the nature and length of our relationship with the Customer, and mandatory retention periods provided by law and the statute of limitations.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Same as per above for the Company.
Identify the competent supervisory authority/ies in accordance with Clause 13
The competent supervisory authority as defined by Customer.
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.
Technical and organizational measures to prevent unauthorized persons from gaining access to the data processing systems available in premises and facilities (including databases, application servers and related hardware), where Customer Personal Data are Processed, include:
Technical and organizational measures to prevent data processing systems from being used by unauthorized persons include:
Technical and organizational measures to ensure that persons entitled to use a data processing system gain access only to such Customer Personal Data in accordance with their access rights, and that Customer Personal Data cannot be read, copied, modified or deleted without authorization, include:
Technical and organizational measures to ensure that Customer Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media (manual or electronic), and that it can be verified to which companies or other legal entities Customer Personal Data are disclosed, include:
Technical and organizational measures to monitor whether Customer Personal Data have been entered, changed or removed (deleted), and by whom, from data processing systems, include:
Technical and organizational measures to ensure that Customer Personal Data are Processed solely in accordance with the instructions of the Controller include:
Technical and organizational measures to ensure that Customer Personal Data are protected against accidental destruction or loss (physical/logical) include:
Technical and organizational measures to ensure that Customer Personal Data collected for different purposes can be Processed separately include: