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Data Processing Terms

Data Processing Terms

Data Processing Terms

This Data Processing Addendum (“DPA”) is incorporated by reference to Fuseable’s Terms of Service available or other agreement governing the use of Fuseable’s services (“Master Agreement”) entered by and between you, the Client (as defined in the Agreement) (collectively, “you”, “your”, “Client”), and Fuseable Limited (“Provider”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by us solely on behalf of the Client. Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. By using the Fuseable Platform, Client accepts this DPA and you represent and warrant that you have full authority to bind the Client to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Client or any other entity, please do not provide Personal Data to us.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.

This Data Processing Addendum (“DPA”) is incorporated by reference to Fuseable’s Terms of Service available or other agreement governing the use of Fuseable’s services (“Master Agreement”) entered by and between you, the Client (as defined in the Agreement) (collectively, “you”, “your”, “Client”), and Fuseable Limited (“Provider”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by us solely on behalf of the Client. Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. By using the Fuseable Platform, Client accepts this DPA and you represent and warrant that you have full authority to bind the Client to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Client or any other entity, please do not provide Personal Data to us.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.

This Data Processing Addendum (“DPA”) is incorporated by reference to Fuseable’s Terms of Service available or other agreement governing the use of Fuseable’s services (“Master Agreement”) entered by and between you, the Client (as defined in the Agreement) (collectively, “you”, “your”, “Client”), and Fuseable Limited (“Provider”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by us solely on behalf of the Client. Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. By using the Fuseable Platform, Client accepts this DPA and you represent and warrant that you have full authority to bind the Client to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Client or any other entity, please do not provide Personal Data to us.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.

Last Modified: 13th June 2023

Last Modified: 13th June 2023

1. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement.


1.1 Definitions:

Authorised Persons: the persons or categories of persons that the Client authorises to give the Provider written personal data processing instructions and from whom the Provider agrees to accept such instructions.


Business Purposes: the services to be provided by the Provider to the Client as described in the Master Agreement and any other purpose specifically identified in ANNEX A.


Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).

Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given to them in the Data Protection Legislation.


Controller: has the meaning given to it in section 6, DPA 2018.


Data Protection Legislation:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Provider is subject, which relates to the protection of Personal Data.


Data Subject: the identified or identifiable living individual to whom the Personal Data relates.


EU GDPR: the General Data Protection Regulation ((EU) 2016/679).


EEA: the European Economic Area.


Personal Data: means any information relating to an identified or identifiable living individual that is processed by the Provider on behalf of the Client as a result of, or in connection with, the provision of the services under the Master Agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.


Processing, processes, processed, process: any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third parties.


Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.


Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.


Records: has the meaning given to it in Clause 12.


Standard Contractual Clauses (SCCs): are the standard contractual clauses adopted by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal information to third countries pursuant to Regulation (EU) 2016/679, or their successor as adopted by the European Commission.


Term: this Agreement's term as defined in Clause 10.


UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.


1.2 This Agreement is subject to the terms of the Master Agreement and is incorporated into the Master Agreement. Interpretations and defined terms set forth in the Master Agreement apply to the interpretation of this Agreement.


1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.


1.4 A reference to writing or written includes email.


1.5 In the case of conflict or ambiguity between:


(a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;

(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail;

(c) any of the provisions of this Agreement and the provisions of the Master Agreement, the provisions of this Agreement will prevail; and

(d) any of the provisions of this Agreement and any executed SCC, the provisions of the executed SCC will prevail.


1. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement.


1.1 Definitions:

Authorised Persons: the persons or categories of persons that the Client authorises to give the Provider written personal data processing instructions and from whom the Provider agrees to accept such instructions.


Business Purposes: the services to be provided by the Provider to the Client as described in the Master Agreement and any other purpose specifically identified in ANNEX A.


Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).

Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given to them in the Data Protection Legislation.


Controller: has the meaning given to it in section 6, DPA 2018.


Data Protection Legislation:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Provider is subject, which relates to the protection of Personal Data.


Data Subject: the identified or identifiable living individual to whom the Personal Data relates.


EU GDPR: the General Data Protection Regulation ((EU) 2016/679).


EEA: the European Economic Area.


Personal Data: means any information relating to an identified or identifiable living individual that is processed by the Provider on behalf of the Client as a result of, or in connection with, the provision of the services under the Master Agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.


Processing, processes, processed, process: any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third parties.


Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.


Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.


Records: has the meaning given to it in Clause 12.


Standard Contractual Clauses (SCCs): are the standard contractual clauses adopted by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal information to third countries pursuant to Regulation (EU) 2016/679, or their successor as adopted by the European Commission.


Term: this Agreement's term as defined in Clause 10.


UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.


1.2 This Agreement is subject to the terms of the Master Agreement and is incorporated into the Master Agreement. Interpretations and defined terms set forth in the Master Agreement apply to the interpretation of this Agreement.


1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.


1.4 A reference to writing or written includes email.


1.5 In the case of conflict or ambiguity between:


(a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;

(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail;

(c) any of the provisions of this Agreement and the provisions of the Master Agreement, the provisions of this Agreement will prevail; and

(d) any of the provisions of this Agreement and any executed SCC, the provisions of the executed SCC will prevail.


1. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement.


1.1 Definitions:

Authorised Persons: the persons or categories of persons that the Client authorises to give the Provider written personal data processing instructions and from whom the Provider agrees to accept such instructions.


Business Purposes: the services to be provided by the Provider to the Client as described in the Master Agreement and any other purpose specifically identified in ANNEX A.


Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).

Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given to them in the Data Protection Legislation.


Controller: has the meaning given to it in section 6, DPA 2018.


Data Protection Legislation:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Provider is subject, which relates to the protection of Personal Data.


Data Subject: the identified or identifiable living individual to whom the Personal Data relates.


EU GDPR: the General Data Protection Regulation ((EU) 2016/679).


EEA: the European Economic Area.


Personal Data: means any information relating to an identified or identifiable living individual that is processed by the Provider on behalf of the Client as a result of, or in connection with, the provision of the services under the Master Agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.


Processing, processes, processed, process: any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third parties.


Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.


Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.


Records: has the meaning given to it in Clause 12.


Standard Contractual Clauses (SCCs): are the standard contractual clauses adopted by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal information to third countries pursuant to Regulation (EU) 2016/679, or their successor as adopted by the European Commission.


Term: this Agreement's term as defined in Clause 10.


UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.


1.2 This Agreement is subject to the terms of the Master Agreement and is incorporated into the Master Agreement. Interpretations and defined terms set forth in the Master Agreement apply to the interpretation of this Agreement.


1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.


1.4 A reference to writing or written includes email.


1.5 In the case of conflict or ambiguity between:


(a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;

(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail;

(c) any of the provisions of this Agreement and the provisions of the Master Agreement, the provisions of this Agreement will prevail; and

(d) any of the provisions of this Agreement and any executed SCC, the provisions of the executed SCC will prevail.


2. PERSONAL DATA TYPES AND PROCESSING PURPOSES

2.1 The Client and the Provider agree and acknowledge that for the purpose of the Data Protection Legislation:


(a) the Client is the controller and the Provider is the processor.


(b) the Client retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider.


(c) ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Provider may process the Personal Data to fulfil the Business Purposes.

2. PERSONAL DATA TYPES AND PROCESSING PURPOSES

2.1 The Client and the Provider agree and acknowledge that for the purpose of the Data Protection Legislation:


(a) the Client is the controller and the Provider is the processor.


(b) the Client retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider.


(c) ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Provider may process the Personal Data to fulfil the Business Purposes.

2. PERSONAL DATA TYPES AND PROCESSING PURPOSES

2.1 The Client and the Provider agree and acknowledge that for the purpose of the Data Protection Legislation:


(a) the Client is the controller and the Provider is the processor.


(b) the Client retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider.


(c) ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Provider may process the Personal Data to fulfil the Business Purposes.

3. PROVIDER'S OBLIGATIONS

3.1 The Provider will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Client's written instructions from Authorised Persons. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. The Provider must promptly notify the Client if, in its opinion, the Client's instructions do not comply with the Data Protection Legislation.


3.2 The Provider must comply promptly with any Client written instructions from Authorised Persons requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.


3.3 The Provider will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires the Provider to process or disclose the Personal Data to a third party, the Provider must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.


3.4 The Provider will reasonably assist the Client, at no additional cost to the Client, with meeting the Client's compliance obligations under the Data Protection Legislation, taking into account the nature of the Provider's processing and the information available to the Provider, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.



3.5 The Provider must promptly notify the Client of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Provider's performance of the Master Agreement or this Agreement.

3. PROVIDER'S OBLIGATIONS

3.1 The Provider will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Client's written instructions from Authorised Persons. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. The Provider must promptly notify the Client if, in its opinion, the Client's instructions do not comply with the Data Protection Legislation.


3.2 The Provider must comply promptly with any Client written instructions from Authorised Persons requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.


3.3 The Provider will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires the Provider to process or disclose the Personal Data to a third party, the Provider must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.


3.4 The Provider will reasonably assist the Client, at no additional cost to the Client, with meeting the Client's compliance obligations under the Data Protection Legislation, taking into account the nature of the Provider's processing and the information available to the Provider, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.



3.5 The Provider must promptly notify the Client of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Provider's performance of the Master Agreement or this Agreement.

3. PROVIDER'S OBLIGATIONS

3.1 The Provider will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Client's written instructions from Authorised Persons. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. The Provider must promptly notify the Client if, in its opinion, the Client's instructions do not comply with the Data Protection Legislation.


3.2 The Provider must comply promptly with any Client written instructions from Authorised Persons requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.


3.3 The Provider will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires the Provider to process or disclose the Personal Data to a third party, the Provider must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.


3.4 The Provider will reasonably assist the Client, at no additional cost to the Client, with meeting the Client's compliance obligations under the Data Protection Legislation, taking into account the nature of the Provider's processing and the information available to the Provider, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.



3.5 The Provider must promptly notify the Client of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Provider's performance of the Master Agreement or this Agreement.

4. PROVIDER'S EMPLOYEES

4.1 The Provider will ensure that all of its employees:


(a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;


(b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and


(c) are aware both of the Provider's duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.

4. PROVIDER'S EMPLOYEES

4.1 The Provider will ensure that all of its employees:


(a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;


(b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and


(c) are aware both of the Provider's duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.

4. PROVIDER'S EMPLOYEES

4.1 The Provider will ensure that all of its employees:


(a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;


(b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and


(c) are aware both of the Provider's duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.

5. SECURITY

5.1 The Provider must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.


5.2 The Provider must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:


(a) the pseudonymisation and encryption of personal data;


(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;


(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and


(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

5. SECURITY

5.1 The Provider must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.


5.2 The Provider must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:


(a) the pseudonymisation and encryption of personal data;


(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;


(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and


(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

5. SECURITY

5.1 The Provider must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.


5.2 The Provider must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:


(a) the pseudonymisation and encryption of personal data;


(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;


(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and


(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

6. PERSONAL DATA BREACH

6.1 The Provider will within 36 hours and in any event without undue delay notify the Client if it becomes aware of:


(a) the loss, unintended destruction or damage, corruption, or un-usability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible.


(b) any accidental, unauthorised or unlawful processing of the Personal Data; or


(c) any Personal Data Breach.


6.2 Where the Provider becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide the Client with the following information:


(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;


(b) the likely consequences; and


(c) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.


6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the Provider will reasonably co-operate with the Client at no additional cost to the Client, in the Client's handling of the matter, including but not limited to:


(a) assisting with any investigation;


(b) providing the Client with physical access to any facilities and operations affected;


(c) facilitating interviews with the Provider's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;


(d) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Client; and


(e) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.


6.4 The Provider will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Client's written consent, except when required to do so by domestic law.


6.5 The Provider agrees that the Client has the sole right to determine:


(a) whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client's discretion, including the contents and delivery method of the notice; and


(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.


6.6 The Provider will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from the Client's specific written instructions, negligence, wilful default or breach of this Agreement, in which case the Client will cover all reasonable expenses.


6.7 The Provider will also reimburse the Client for actual reasonable expenses that the Client incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Personal Data Breach to the extent that the Provider caused such, including all costs of notice and any remedy as set out in clause 6.5.

6. PERSONAL DATA BREACH

6.1 The Provider will within 36 hours and in any event without undue delay notify the Client if it becomes aware of:


(a) the loss, unintended destruction or damage, corruption, or un-usability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible.


(b) any accidental, unauthorised or unlawful processing of the Personal Data; or


(c) any Personal Data Breach.


6.2 Where the Provider becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide the Client with the following information:


(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;


(b) the likely consequences; and


(c) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.


6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the Provider will reasonably co-operate with the Client at no additional cost to the Client, in the Client's handling of the matter, including but not limited to:


(a) assisting with any investigation;


(b) providing the Client with physical access to any facilities and operations affected;


(c) facilitating interviews with the Provider's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;


(d) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Client; and


(e) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.


6.4 The Provider will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Client's written consent, except when required to do so by domestic law.


6.5 The Provider agrees that the Client has the sole right to determine:


(a) whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client's discretion, including the contents and delivery method of the notice; and


(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.


6.6 The Provider will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from the Client's specific written instructions, negligence, wilful default or breach of this Agreement, in which case the Client will cover all reasonable expenses.


6.7 The Provider will also reimburse the Client for actual reasonable expenses that the Client incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Personal Data Breach to the extent that the Provider caused such, including all costs of notice and any remedy as set out in clause 6.5.

6. PERSONAL DATA BREACH

6.1 The Provider will within 36 hours and in any event without undue delay notify the Client if it becomes aware of:


(a) the loss, unintended destruction or damage, corruption, or un-usability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible.


(b) any accidental, unauthorised or unlawful processing of the Personal Data; or


(c) any Personal Data Breach.


6.2 Where the Provider becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide the Client with the following information:


(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;


(b) the likely consequences; and


(c) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.


6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the Provider will reasonably co-operate with the Client at no additional cost to the Client, in the Client's handling of the matter, including but not limited to:


(a) assisting with any investigation;


(b) providing the Client with physical access to any facilities and operations affected;


(c) facilitating interviews with the Provider's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;


(d) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Client; and


(e) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.


6.4 The Provider will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Client's written consent, except when required to do so by domestic law.


6.5 The Provider agrees that the Client has the sole right to determine:


(a) whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client's discretion, including the contents and delivery method of the notice; and


(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.


6.6 The Provider will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from the Client's specific written instructions, negligence, wilful default or breach of this Agreement, in which case the Client will cover all reasonable expenses.


6.7 The Provider will also reimburse the Client for actual reasonable expenses that the Client incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Personal Data Breach to the extent that the Provider caused such, including all costs of notice and any remedy as set out in clause 6.5.

7. CROSS BORDER TRANSFERS OF PERSONAL DATA

7.1 The Provider (and any subcontractor) must not transfer or otherwise process the Personal Data outside the EEA without obtaining the Client's prior written consent.


7.2 Where such consent is granted, the Provider may only process, or permit the processing, of the Personal Data outside the EEA under the following conditions:


(a) the Provider is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. The Provider must identify in ANNEX A the territory that is subject to such adequacy regulations; or


(b) the Provider participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Provider (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR. The Provider must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and the Provider must immediately inform the Client of any change to that status; or


(c) the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.

7. CROSS BORDER TRANSFERS OF PERSONAL DATA

7.1 The Provider (and any subcontractor) must not transfer or otherwise process the Personal Data outside the EEA without obtaining the Client's prior written consent.


7.2 Where such consent is granted, the Provider may only process, or permit the processing, of the Personal Data outside the EEA under the following conditions:


(a) the Provider is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. The Provider must identify in ANNEX A the territory that is subject to such adequacy regulations; or


(b) the Provider participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Provider (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR. The Provider must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and the Provider must immediately inform the Client of any change to that status; or


(c) the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.

7. CROSS BORDER TRANSFERS OF PERSONAL DATA

7.1 The Provider (and any subcontractor) must not transfer or otherwise process the Personal Data outside the EEA without obtaining the Client's prior written consent.


7.2 Where such consent is granted, the Provider may only process, or permit the processing, of the Personal Data outside the EEA under the following conditions:


(a) the Provider is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. The Provider must identify in ANNEX A the territory that is subject to such adequacy regulations; or


(b) the Provider participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Provider (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR. The Provider must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and the Provider must immediately inform the Client of any change to that status; or


(c) the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.

8. SUBCONTRACTORS

8.1 The Provider may only authorise a third party (subcontractor) to process the Personal Data if:


(a) the Client provides written consent prior to the appointment of each subcontractor;


(b) the Provider enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client's written request, provides the Client with copies of the relevant excerpts from such contracts;


(c) the Provider maintains control over all of the Personal Data it entrusts to the subcontractor; and


(d) the subcontractor's contract terminates automatically on termination of this Agreement for any reason.


8.2 Those subcontractors approved as at the commencement of this Agreement are as set out in ANNEX A. The Provider must list all approved subcontractors in Annex A and include any subcontractor's name and location and the contact information for the person responsible for privacy and data protection compliance.


8.3 Where the subcontractor fails to fulfil its obligations under the written agreement with the Provider which contains terms substantially the same as those set out in this Agreement, the Provider remains fully liable to the Client for the subcontractor's performance of its agreement obligations.


8.4 The Parties agree that the Provider will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors.

8. SUBCONTRACTORS

8.1 The Provider may only authorise a third party (subcontractor) to process the Personal Data if:


(a) the Client provides written consent prior to the appointment of each subcontractor;


(b) the Provider enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client's written request, provides the Client with copies of the relevant excerpts from such contracts;


(c) the Provider maintains control over all of the Personal Data it entrusts to the subcontractor; and


(d) the subcontractor's contract terminates automatically on termination of this Agreement for any reason.


8.2 Those subcontractors approved as at the commencement of this Agreement are as set out in ANNEX A. The Provider must list all approved subcontractors in Annex A and include any subcontractor's name and location and the contact information for the person responsible for privacy and data protection compliance.


8.3 Where the subcontractor fails to fulfil its obligations under the written agreement with the Provider which contains terms substantially the same as those set out in this Agreement, the Provider remains fully liable to the Client for the subcontractor's performance of its agreement obligations.


8.4 The Parties agree that the Provider will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors.

8. SUBCONTRACTORS

8.1 The Provider may only authorise a third party (subcontractor) to process the Personal Data if:


(a) the Client provides written consent prior to the appointment of each subcontractor;


(b) the Provider enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client's written request, provides the Client with copies of the relevant excerpts from such contracts;


(c) the Provider maintains control over all of the Personal Data it entrusts to the subcontractor; and


(d) the subcontractor's contract terminates automatically on termination of this Agreement for any reason.


8.2 Those subcontractors approved as at the commencement of this Agreement are as set out in ANNEX A. The Provider must list all approved subcontractors in Annex A and include any subcontractor's name and location and the contact information for the person responsible for privacy and data protection compliance.


8.3 Where the subcontractor fails to fulfil its obligations under the written agreement with the Provider which contains terms substantially the same as those set out in this Agreement, the Provider remains fully liable to the Client for the subcontractor's performance of its agreement obligations.


8.4 The Parties agree that the Provider will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors.

9. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD-PARTY RIGHTS

9.1 The Provider must, at no additional cost to the Client, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:


(a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and


(b) information or assessment notices served on the Client by the Commissioner or other relevant regulator under the Data Protection Legislation.


9.2 The Provider must notify the Client immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.


9.3 The Provider must notify the Client within 28 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.


9.4 The Provider will give the Client, at no additional cost to the Client, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.


9.5 The Provider must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Client's written instructions, or as required by domestic law.

9. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD-PARTY RIGHTS

9.1 The Provider must, at no additional cost to the Client, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:


(a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and


(b) information or assessment notices served on the Client by the Commissioner or other relevant regulator under the Data Protection Legislation.


9.2 The Provider must notify the Client immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.


9.3 The Provider must notify the Client within 28 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.


9.4 The Provider will give the Client, at no additional cost to the Client, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.


9.5 The Provider must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Client's written instructions, or as required by domestic law.

9. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD-PARTY RIGHTS

9.1 The Provider must, at no additional cost to the Client, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:


(a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and


(b) information or assessment notices served on the Client by the Commissioner or other relevant regulator under the Data Protection Legislation.


9.2 The Provider must notify the Client immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.


9.3 The Provider must notify the Client within 28 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.


9.4 The Provider will give the Client, at no additional cost to the Client, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.


9.5 The Provider must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Client's written instructions, or as required by domestic law.

10. TERM AND TERMINATION

10.1 This Agreement will remain in full force and effect so long as:


(a) the Master Agreement remains in effect; or


(b) the Provider retains any of the Personal Data related to the Master Agreement in its possession or control (Term).


10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Master Agreement in order to protect the Personal Data will remain in full force and effect.


10.3 The Provider's failure to comply with the terms of this Agreement is a material breach of the Master Agreement. In such event, the Client may terminate any part of the Master Agreement involving the processing of the Personal Data effective immediately on written notice to the Provider without further liability or obligation of the Client.



10.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Master Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation, either party may terminate the Master Agreement on written notice to the other party.

10. TERM AND TERMINATION

10.1 This Agreement will remain in full force and effect so long as:


(a) the Master Agreement remains in effect; or


(b) the Provider retains any of the Personal Data related to the Master Agreement in its possession or control (Term).


10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Master Agreement in order to protect the Personal Data will remain in full force and effect.


10.3 The Provider's failure to comply with the terms of this Agreement is a material breach of the Master Agreement. In such event, the Client may terminate any part of the Master Agreement involving the processing of the Personal Data effective immediately on written notice to the Provider without further liability or obligation of the Client.



10.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Master Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation, either party may terminate the Master Agreement on written notice to the other party.

10. TERM AND TERMINATION

10.1 This Agreement will remain in full force and effect so long as:


(a) the Master Agreement remains in effect; or


(b) the Provider retains any of the Personal Data related to the Master Agreement in its possession or control (Term).


10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Master Agreement in order to protect the Personal Data will remain in full force and effect.


10.3 The Provider's failure to comply with the terms of this Agreement is a material breach of the Master Agreement. In such event, the Client may terminate any part of the Master Agreement involving the processing of the Personal Data effective immediately on written notice to the Provider without further liability or obligation of the Client.



10.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Master Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation, either party may terminate the Master Agreement on written notice to the other party.

11. DATA RETURN AND DESTRUCTION

11.1 At the Client's request, the Provider will give the Client, or a third party nominated in writing by the Client, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Client.


11.2 On termination of the Master Agreement for any reason or expiry of its term, the Provider will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.


11.3 If any law, regulation, or government or regulatory body requires the Provider to retain any documents or materials or Personal Data that the Provider would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.


11.4 The Provider will certify in writing to the Client that it has destroyed the Personal Data within 28 days after it completes the deletion or destruction.

11. DATA RETURN AND DESTRUCTION

11.1 At the Client's request, the Provider will give the Client, or a third party nominated in writing by the Client, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Client.


11.2 On termination of the Master Agreement for any reason or expiry of its term, the Provider will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.


11.3 If any law, regulation, or government or regulatory body requires the Provider to retain any documents or materials or Personal Data that the Provider would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.


11.4 The Provider will certify in writing to the Client that it has destroyed the Personal Data within 28 days after it completes the deletion or destruction.

11. DATA RETURN AND DESTRUCTION

11.1 At the Client's request, the Provider will give the Client, or a third party nominated in writing by the Client, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Client.


11.2 On termination of the Master Agreement for any reason or expiry of its term, the Provider will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.


11.3 If any law, regulation, or government or regulatory body requires the Provider to retain any documents or materials or Personal Data that the Provider would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.


11.4 The Provider will certify in writing to the Client that it has destroyed the Personal Data within 28 days after it completes the deletion or destruction.

12. RECORDS

12.1 The Provider will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, , the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1 (Records).


12.2 The Provider will ensure that the Records are sufficient to enable the Client to verify the Provider's compliance with its obligations under this Agreement and the Provider will provide the Client with copies of the Records upon request.


12.3 The Client and the Provider must review the information listed in the Annexes to this Agreement at least once a year to confirm its current accuracy and update it when required to reflect current practices.

12. RECORDS

12.1 The Provider will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, , the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1 (Records).


12.2 The Provider will ensure that the Records are sufficient to enable the Client to verify the Provider's compliance with its obligations under this Agreement and the Provider will provide the Client with copies of the Records upon request.


12.3 The Client and the Provider must review the information listed in the Annexes to this Agreement at least once a year to confirm its current accuracy and update it when required to reflect current practices.

12. RECORDS

12.1 The Provider will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, , the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1 (Records).


12.2 The Provider will ensure that the Records are sufficient to enable the Client to verify the Provider's compliance with its obligations under this Agreement and the Provider will provide the Client with copies of the Records upon request.


12.3 The Client and the Provider must review the information listed in the Annexes to this Agreement at least once a year to confirm its current accuracy and update it when required to reflect current practices.

13. AUDIT

13.1 The Provider will permit the Client and its third-party representatives to audit the Provider's compliance with its Agreement obligations, on at least 28 days' notice, during the Term. The Provider will give the Client and its third-party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:


(a) physical access to, remote electronic access to, and copies of the Records and any other information held at the Provider's premises or on systems storing the Personal Data;


(b) access to and meetings with any of the Provider's personnel reasonably necessary to provide all explanations and perform the audit effectively; and


(c) inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process the Personal Data.


13.2 The notice requirements in clause 13.1 will not apply if the Client reasonably believes that a Personal Data Breach occurred or is occurring, or the Provider is in breach of any of its obligations under this Agreement or any Data Protection Legislation.


13.3 If a Personal Data Breach occurs or is occurring, or the Provider becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, the Provider will:


(a) promptly, conduct its own audit to determine the cause;


(b) produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;


(c) provide the Client with a copy of the written audit report; and


(d) remedy any deficiencies identified by the audit.


13.4 At least once a year, the Provider will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.


13.5 On the Client's written request, the Provider will make all of the relevant audit reports available to the Client for review. The Client will treat such audit reports as the Provider's confidential information under the Master Agreement.


13.6 The Provider will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the Provider's management.

13. AUDIT

13.1 The Provider will permit the Client and its third-party representatives to audit the Provider's compliance with its Agreement obligations, on at least 28 days' notice, during the Term. The Provider will give the Client and its third-party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:


(a) physical access to, remote electronic access to, and copies of the Records and any other information held at the Provider's premises or on systems storing the Personal Data;


(b) access to and meetings with any of the Provider's personnel reasonably necessary to provide all explanations and perform the audit effectively; and


(c) inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process the Personal Data.


13.2 The notice requirements in clause 13.1 will not apply if the Client reasonably believes that a Personal Data Breach occurred or is occurring, or the Provider is in breach of any of its obligations under this Agreement or any Data Protection Legislation.


13.3 If a Personal Data Breach occurs or is occurring, or the Provider becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, the Provider will:


(a) promptly, conduct its own audit to determine the cause;


(b) produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;


(c) provide the Client with a copy of the written audit report; and


(d) remedy any deficiencies identified by the audit.


13.4 At least once a year, the Provider will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.


13.5 On the Client's written request, the Provider will make all of the relevant audit reports available to the Client for review. The Client will treat such audit reports as the Provider's confidential information under the Master Agreement.


13.6 The Provider will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the Provider's management.

13. AUDIT

13.1 The Provider will permit the Client and its third-party representatives to audit the Provider's compliance with its Agreement obligations, on at least 28 days' notice, during the Term. The Provider will give the Client and its third-party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:


(a) physical access to, remote electronic access to, and copies of the Records and any other information held at the Provider's premises or on systems storing the Personal Data;


(b) access to and meetings with any of the Provider's personnel reasonably necessary to provide all explanations and perform the audit effectively; and


(c) inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process the Personal Data.


13.2 The notice requirements in clause 13.1 will not apply if the Client reasonably believes that a Personal Data Breach occurred or is occurring, or the Provider is in breach of any of its obligations under this Agreement or any Data Protection Legislation.


13.3 If a Personal Data Breach occurs or is occurring, or the Provider becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, the Provider will:


(a) promptly, conduct its own audit to determine the cause;


(b) produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;


(c) provide the Client with a copy of the written audit report; and


(d) remedy any deficiencies identified by the audit.


13.4 At least once a year, the Provider will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.


13.5 On the Client's written request, the Provider will make all of the relevant audit reports available to the Client for review. The Client will treat such audit reports as the Provider's confidential information under the Master Agreement.


13.6 The Provider will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the Provider's management.

14. WARRANTIES

14.1 The Provider warrants and represents that:


(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;


(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;


(c) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Master Agreement's contracted services; and


(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:


(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

(ii) the nature of the Personal Data protected; and

(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in clause 5.1.


14.2 The Client warrants and represents that the Provider's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Legislation.

14. WARRANTIES

14.1 The Provider warrants and represents that:


(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;


(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;


(c) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Master Agreement's contracted services; and


(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:


(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

(ii) the nature of the Personal Data protected; and

(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in clause 5.1.


14.2 The Client warrants and represents that the Provider's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Legislation.

14. WARRANTIES

14.1 The Provider warrants and represents that:


(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;


(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;


(c) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Master Agreement's contracted services; and


(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:


(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

(ii) the nature of the Personal Data protected; and

(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in clause 5.1.


14.2 The Client warrants and represents that the Provider's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Legislation.

ANNEX A PERSONAL DATA PROCESSING PURPOSES AND DETAILS

Nature and Purpose of Processing:


1. Providing the Services to Client;


2. Performing the Master Agreement, this DPA and/or other contracts executed by and between the Parties;


3. Acting upon Client’s instructions, where such instructions are consistent with the terms of the Agreement;


4. Sharing Personal Data with third parties in accordance with Client’s instructions and/or pursuant to Client’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Client to facilitate the sharing of Personal Data between the Services and such third party services);


5. Complying with applicable laws and regulations;


6. All tasks related to any of the above.


Duration of Processing: Processor will process Personal Data for the duration of the Master Agreement and provision of the Services thereunder, unless otherwise agreed upon in writing.


Type of Personal Data: Client may submit Personal Data to the Services, the type and extent of which is determined and controlled by Client in its sole discretion.



Categories of Data Subjects

The Categories of Data Subjects relating to the Personal Data that will be processed by Processor are dependent on the Client, and may include, but are not limited to, any of the following categories:


· Employees, agents, advisors, directors and freelancers of Client (who are natural persons)

· Prospects, customers, business partners and vendors of Client (who are natural persons)

· Employees or contact persons of Client’s prospects, customers, business partners and vendors

· Any other third party individual with whom Client decides to communicate through the Services.


Approved Subcontractors:


We may use sub-processors, subsidiaries and support & service providers to provide our Service. Listed below are such entities with whom we may share customer data.

ANNEX A PERSONAL DATA PROCESSING PURPOSES AND DETAILS

Nature and Purpose of Processing:


1. Providing the Services to Client;


2. Performing the Master Agreement, this DPA and/or other contracts executed by and between the Parties;


3. Acting upon Client’s instructions, where such instructions are consistent with the terms of the Agreement;


4. Sharing Personal Data with third parties in accordance with Client’s instructions and/or pursuant to Client’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Client to facilitate the sharing of Personal Data between the Services and such third party services);


5. Complying with applicable laws and regulations;


6. All tasks related to any of the above.


Duration of Processing: Processor will process Personal Data for the duration of the Master Agreement and provision of the Services thereunder, unless otherwise agreed upon in writing.


Type of Personal Data: Client may submit Personal Data to the Services, the type and extent of which is determined and controlled by Client in its sole discretion.



Categories of Data Subjects

The Categories of Data Subjects relating to the Personal Data that will be processed by Processor are dependent on the Client, and may include, but are not limited to, any of the following categories:


· Employees, agents, advisors, directors and freelancers of Client (who are natural persons)

· Prospects, customers, business partners and vendors of Client (who are natural persons)

· Employees or contact persons of Client’s prospects, customers, business partners and vendors

· Any other third party individual with whom Client decides to communicate through the Services.


Approved Subcontractors:


We may use sub-processors, subsidiaries and support & service providers to provide our Service. Listed below are such entities with whom we may share customer data.

ANNEX A PERSONAL DATA PROCESSING PURPOSES AND DETAILS

Nature and Purpose of Processing:


1. Providing the Services to Client;


2. Performing the Master Agreement, this DPA and/or other contracts executed by and between the Parties;


3. Acting upon Client’s instructions, where such instructions are consistent with the terms of the Agreement;


4. Sharing Personal Data with third parties in accordance with Client’s instructions and/or pursuant to Client’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Client to facilitate the sharing of Personal Data between the Services and such third party services);


5. Complying with applicable laws and regulations;


6. All tasks related to any of the above.


Duration of Processing: Processor will process Personal Data for the duration of the Master Agreement and provision of the Services thereunder, unless otherwise agreed upon in writing.


Type of Personal Data: Client may submit Personal Data to the Services, the type and extent of which is determined and controlled by Client in its sole discretion.



Categories of Data Subjects

The Categories of Data Subjects relating to the Personal Data that will be processed by Processor are dependent on the Client, and may include, but are not limited to, any of the following categories:


· Employees, agents, advisors, directors and freelancers of Client (who are natural persons)

· Prospects, customers, business partners and vendors of Client (who are natural persons)

· Employees or contact persons of Client’s prospects, customers, business partners and vendors

· Any other third party individual with whom Client decides to communicate through the Services.


Approved Subcontractors:


We may use sub-processors, subsidiaries and support & service providers to provide our Service. Listed below are such entities with whom we may share customer data.