Data Processing Agreement
This Data Processing Agreement forms an integral part of the of the Service Agreement entered into between Causiq (“Processor”) and the Customer. Each of Processor and the Customer is referred to as a “Party” and together as the “Parties”.
(A) Terms such as, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
(B) The Service is a software as a service solution in which data processing is carried out rendering Customer the data controller, whilst Processor qualifies as data processor under the applicable data protection laws. In light of the above, Processor and Customer have agreed on the following terms and conditions set out in this DPA (including the Annexes) concerning the Processing of Personal Data under this DPA.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and the GDPR.
(D) This DPA shall supersede any prior agreements, arrangements and understandings between the Parties and constitutes the entire agreement between the parties relating to the subject matter hereof. In case of conflict between the Service Agreement and the DPA, this DPA shall take precedence.
Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning: “Sub-processor” means any entity appointed by or on behalf of Processor to process Personal Data on behalf of the Processor in connection with the DPA.
“DPA” means this Data Processing Agreement including its Annexes;
“EEA” means the European Economic Area;
“Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.;
Processing of Customer Personal Data
2.1. Processor shall not Process Personal Data other than on the relevant Customer’s documented instructions of this DPA unless when required to do so under applicable European Union (“EU”) or Member State law to which the Processor is subject.
2.2 The Processor may aggregate the Personal Data processed and create statistical information which may be used by the Processor. This information will not include any personal data once aggregated and made into statistics.
2.3 In the event that the Processor, in its opinion, lacks the necessary instructions in order to fulfil this DPA the Processor shall, without undue delay, notify the Customer thereof and wait for new correct instructions. The Processor has the right to, without liability, cease the processing during the time the Processor awaits the new correct instructions.
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data, ensuring in each case that access is limited to those individuals who need to know / access the relevant Personal Data, as strictly necessary for the purposes of the Service Agreement, and to comply with applicable data protection laws in the context of that individual’s duties to the Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4.1 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, Processor shall in relation to the Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32 of the GDPR.
4.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
4.3 Taking into account the nature of processing and the information available to the Processor, at Customer’s cost, assist the Customer to fulfil its obligations pursuant to Articles 32 to 36 in the GDPR.
5.1 The Processor shall have the right to use Sub-processors for the processing of Personal Data provided that the Sub-processors are bound by the same commitments and obligations toward the Customer as the Processor, in accordance with this DPA. The Processor is fully liable toward the Customer for the Sub-processor’s actions and any failure by the Sub-processor to adhere to its data protection obligations when processing the Customer’s Personal Data.5.4 In the event that the clauses of the Service Agreement or this DPA are in conflict with the data protection provisions set forth in the data processing agreement that the Processor has signed with the Sub-processors (“Sub-processor Agreement”) set out in Annex 2 to this DPA, the data protection provisions set out in the prevailing Sub-Processor Agreement, to the extent it is applicable, shall take precedence with due changes. The above applies, insofar these data protection obligations in the Sub-Processor Agreement are at least as stringent as the obligations in this DPA or constitutes data protection obligations for which the Processor must comply with. Notwithstanding this clause 5.4, other applicable data protection provisions stated in this DPA remain unaffected.
5.2 Processor has the right to, by its own discretion, procure the services of Sub-processors in order to provide the Services. Any such procurement shall be subject to a notice by e-mail or other form of electronic communication, to the Customer to which the Customer may object. If Customer has made no such objection within ten (10) days from the date of receipt of the notification, Customer is assumed to have made no objection. Processor shall have the right to cure an objection from Controller as described in this clause 5.2, at Processors sole discretion. If no corrective option is reasonably available and the objection has not been cured within thirty (30) days after receiving the objection, either Party may terminate the affected Service or the Service Agreement with reasonable written notice.
5.3 A list of Sub-processors deemed approved when this DPA is concluded is attached in Annex 2.
5.4 In the event that the clauses of the Service Agreement or this DPA are in conflict with the data protection provisions set forth in the data processing agreement that the Processor has signed with the Sub-processors (“Sub-processor Agreement”) set out in Annex 2 to this DPA, the data protection provisions set out in the prevailing Sub-Processor Agreement, to the extent it is applicable, shall take precedence with due changes. The above applies, insofar these data protection obligations in the Sub-Processor Agreement are at least as stringent as the obligations in this DPA or constitutes data protection obligations for which the Processor must comply with. Notwithstanding this clause 5.4, other applicable data protection provisions stated in this DPA remain unaffected.
Data Subject Rights
6.1 Taking into account the nature of the Processing, Processor shall, at Customer’s cost, assist the Customer, by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the applicable Data Protection Laws.
6.2. Processor shall notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Personal Data; and
6.3 Processor shall ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.
Deletion or return of Customer Personal Data
7.1 Subject to this section 9 Processor shall after cessation of any Services or expiration of the Service Agreement involving the Processing of Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Personal Data.
7.2 Processor may provide an API to Customer facilitating individual deletion requests. Should such an API be provided, Customer is obliged to request the deletion of personal data through this API, and not via other means, given that the deletion request pertains to a subset of all the Customer’s subjects’ personal data, for which Processor is processing.
8.1 Subject to this section 8, Processor shall, at the cost of the Customer, make available to the Customer on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Customer in relation to the Processing of the Personal Data by the Processor. Processor shall not unreasonably withhold its acceptance. The audit shall be carried out maximum once (1) per calendar year, and a written notice shall be sent to the Processor with a notice period of at least sixty (60) days, before the audit commences. The audit shall be conducted during Processor’s normal working hours without disturbance to the normal operations of Processor.
8.2 Information and audit rights of the Customer only arise under section 8.1 to the extent that the DPA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
The Processor may not transfer or authorize the transfer of Personal Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Customer. If personal data processed under this DPA is transferred from a country within the EEA to a country outside the EEA, the parties shall ensure that the personal data are adequately protected. To achieve this, the parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of Personal Data.
10.1 Liability and indemnification. The Processor’s liability shall be limited in accordance with what is set out in the Terms. This shall include but not be limited to, claims from data subjects and administrative penalties or fines issued by relevant courts or data protections authorities. The Processor shall be held harmless from all liability in the DPA, if such liability arises as a result of the Controller’s actions, omissions or instructions which is in breach with the provisions of the GDPR or other applicable laws.
10.2 Notices. All notices and communications given under this DPA to the Customer must be in writing and shall be delivered, sent by post or by email to the Customer. All notices to Processor shall be sent by email to firstname.lastname@example.org.
10.3 Term. This DPA is valid for as long as the Processor is processing personal data on behalf of the Customer.
10.4 Governing law and dispute resolution. This DPA shall be governed in accordance with what is set out in section 20 of the Terms.
ANNEX 1 - INSTRUCTIONS
This table specifies the processing assignment that the Processor performs on behalf of the Customer in the manner provided for in the Terms and this DPA.
The processing shall concern the following services;
- The Processor is providing the Customer the use of an online service for measuring marketing activities and the effects thereof.
Nature and Purpose of the processing;
- Processing for the purpose of providing the service in accordance with the Service Agreement and in accordance with the Customer’s instructions.
Geographical Location of Personal Data;
- For Sub-processors’ locations, see the Sub-processor list.
Categories of Data Subjects;
- Customers and potential customers of the Customer. Visitors of the Customer’s website. Users of the Service (i.e. representatives of the Customer).
Categories of Personal Data;
- Identifiers: IP Addresses.
- Demographic information: location, IP addresses.
- Behavioural data: website browsing information, transaction data (e.g. online purchases), website registrations, inference about interests including product interests.
- General: Information provided by the Customer to the Processor to use in providing its services. Information provided during a customer support matter.
Special categories of Personal Data;
- Information provided by the Customer may include special categories of personal data.
Duration of the processing;
- Processing will take place during the duration of the Service Agreement.
ANNEX 2 - SUB-PROCESSORS
The following Sub-processors is used by the Processor for the processing of the Controller’s Personal Data.
Name of Sub-processor: Google Cloud EMEA Limited
Description of the service: Hosting of data
Location: EU/EEA subject to Google’s data location commitments.
Name of Sub-processor: Fivetran Inc
Description of the service: Data in transit. Collects and transfers data from desired sources, such as advertising platforms, to Processor's database.
ANNEX 3 – TECHNICAL AND ORGANISATIONAL MEASURES
1. Physical security
The premises used by Processor shall be protected with adequate physical security measures, such as alarms for fires, water damage, burglary, etc. In addition, there should be procedures and equipment for example in the form of alarms, barriers, locks, etc. which control access to the premises. Processor shall introduce necessary safety routines, such as (i) lock devices on computers and other equipment; (ii) entry control system; (iii) protection gear for power breaks as well as smoke and water damages; (iv) fire extinguishers; (v) safety locks; and (vi) marking of equipment etc.
2. Organisational security measures
Processor should possess an updated and implemented security policy which states for example the manner in which the personal data shall be processed, to whom Processor’s personnel shall turn in the event of a burglary or other incident, which personnel are authorized as regards which type of information, back-up procedures, contingency plans, etc.
3. Technical security measures
Processor should create a safe IT-environment, which includes, but is not limited to (i) necessary safety routines for mitigating threat vectors that could be harmful to the IT-environment; (ii) an encryption system and/or other security measures with the purpose of avoiding tapping or revealing signals to unauthorised third parties; (iii) necessary security routines for management of IT-equipment, including but not limited to full harddrive encryption, strong authentication mechanisms and safe disposal at EOL; (iv) a access control system based on user authentication, which enables authorization based on user identity and prevents unauthorized use of or access to the processed personal data; (v) storage of processing history (log data), which shall be available in case of need by post-mortem analysis; (vi) automatic backups, including storage of backup copies, which shall be periodically pruned to remove old backups; as well as (vii) destruction or other means of eradication of all media that has contained personal data that no longer is used.