Data Processing Addendum
This Data Processing Addendum along with the exhibits thereto (collectively referred to as “DPA”) supplements the Agreement (the “Agreement”) entered into between Piper Technology Ltd (“Piper”), the Customer and all Authorised Users.
This DPA contains terms to ensure that adequate safeguards are in place with respect to the protection of Personal Data to be processed by Piper pursuant to the Agreement, as required by the Applicable Data Protection Laws. Any terms not defined in this DPA shall have the meaning set forth in the Agreement. Except as modified below, this DPA automatically expires upon deletion of all Personal Data as described herein.
This Data Processing Addendum will take effect as of the Effective Date of the Agreement, between Customer, all users authorised by the Customer and Piper.
1.1 The following expressions are used in this DPA:
(a) "Adequate Country" means a country or territory that is recognised under UK or EU Data Protection Laws from time to time as providing adequate protection for Personal Data;
(b) "Customer Group" means Customer and any corporate entities which are from time to time: (i) under Common Control with Customer; and (i) established and/or doing business in the European Economic Area or Switzerland;
(c) “Authorised User” means any individual granted permission to utilise the Piper platform on behalf of the Customer by way of an individually registered profile within a Customer account. A Customer may also be an Authorised User and is included within the term;
(d) "Data Protection Laws" means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, their member states and the United Kingdom, as implemented in each jurisdiction, and any amending or replacement or equivalent legislation from time to time;
(e) "Standard Contractual Clauses" means collectively in respect of Transfers under the (i) EU GDPR: the agreement executed by and between Piper and Customer and attached hereto as Exhibit One (1) pursuant to the European Commission’s decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to third countries which do not have an adequate level of data protection, pursuant to Regulation (EU) 2016/679 and (ii) UK GDPR: the International Data Transfer Addendum to the European Commission’s New Standard Contractual Clauses executed by and between Customer and Piper and attached hereto as Exhibit Two (2);
(f) "UK GDPR" means the United Kingdom General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of S.3 of the European Union (Withdrawal) Act 2018 as amended or modified from time to time;(g) “EU 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 (known as the General Data Protection Regulation);
(h) "GDPR" means the EU GDPR and the UK GDPR;(i) "Personal Data" means all data which is defined and regulated as ‘Personal Data’ in the Data Protection Laws and which is provided by Customer or Authorised User to Piper .or accessed, stored or otherwise processed by Piper in connection with the Piper Services or similar services;(j) "processing", "data controller", "data subject", "supervisory authority" and "data processor" will have the meanings ascribed to them in the Data Protection Laws.
2. Status of the Parties
2.1 The type of Personal Data processed pursuant to this Addendum and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are as described in Exhibit 1.
2.2 As between the parties, Authorised User (which includes Customer) is solely responsible for obtaining, and represents and covenants that it has obtained and will obtain, all necessary consents, licences and approvals for the processing, or otherwise has a valid legal basis under Data Protection Laws for the Processing of any Personal Data as part of the Services (the “Customer Legal Basis Assurance”). Each Authorised User and Piper warrant in relation to Personal Data that it will comply with (and will ensure that any of its staff and/or subcontractors comply with), the Data Protection Laws; provided, however, that Piper’s warranty is subject to Customer Legal Basis Assurance.
2.3 In respect of the parties' rights and obligations under this DPA regarding the Personal Data, the parties hereby acknowledge and agree that Authorised User is the Data Controller and Piper is the Data Processor and accordingly Piper agrees that it will process all Personal Data in accordance with its obligations pursuant to this DPA.
3. Piper Obligations
3.1 With respect to all Personal Data, Piper agrees that it will:
(a) only process the Personal Data in order to provide the Services and will act only in accordance with this Agreement and Authorised User’s written instructions. The terms of the Agreement and this DPA, constitute the Authorised User’s written instructions to Piper in relation to the processing of Personal Data;
(b) in the unlikely event that Data Protection Law requires Piper to process Personal Data other than pursuant to Authorised User’s instructions, Piper will immediately notify the Authorised User and Customer (unless prohibited from so doing by Data Protection Law);
(c) without delay after becoming aware, inform the Authorised User if, in Piper’s opinion, any instructions provided by the Authorised User under clause 3.1(a) infringe the GDPR;
(d) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data in Piper’s possession or under its control. Such measures include the security measures specified in Piper’s information security policies.
(e) ensure that its personnel have access to such Personal Data only as necessary to perform the Piper Services in accordance with the Agreement and this DPA, and that any persons whom it authorises to have access to the Personal Data are under obligations of confidentiality and will adhere with the Agreement and this DPA;
(f) without delay after becoming aware and in any case as quickly as reasonably possible, notify the Authorised User of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data in Piper’s possession or under its control (including when transmitted, stored or otherwise processed by Piper) (a "Security Breach");
(g) taking into account the nature of the processing, promptly provide the Authorised User with reasonable cooperation and assistance in respect of the Security Breach and information in Piper’s possession concerning the Security Breach, including, to the extent known to Piper, the following:
(i) the nature of the Security Breach;
(ii) the categories and approximate number of data subjects concerned;
(iii) the categories and approximate number of Personal Data records concerned;
(iv) the likely consequences of the Security Breach;
(v) a summary of the unauthorised recipients of the Personal Data; and
(vi) the measures taken or proposed to be taken by Piper to address the Security Breach, including, where appropriate, measures to mitigate its possible adverse effects;
(h) insofar as a Security Breach relates to the Authorised User, not make any announcement about a Security Breach (a "Breach Notice") without:
(i) the prior written consent from Authorised User; and
(ii) prior written approval by the Authorised User of the content, media and timing of the Breach Notice;
unless required to make a disclosure or announcement by applicable law.
(i) Piper will return or delete Authorised User’s Personal Data within sixty (60) days of termination or expiration of the Term. Piper shall comply with all directions provided by the Authorised User with respect to the return or disposal of Personal Data. This requirement shall not apply to the extent Piper is required by any EU (or any EU Member State) or UK law to retain some or all of the Personal Data, in which event Piper shall isolate and protect the Personal Data from any further processing except to the extent required by such law.
(j) assist the Authorised User when reasonably requested in relation to Authorised User’s obligations under Data Protection Laws with respect to:
(i) data protection impact assessments (as such term is defined in the GDPR);
(ii) subject access requests;
(iii) notifications to the supervisory authority under Data Protection Laws and/or communications to data subjects by the Customer in response to any Security Breach; and
(iv) Authorised User’s compliance with its obligations under the GDPR with respect to the security of processing.
(k) assist the Authorised User by appropriate technical and organisational measures, insofar as this is possible, to respond to data subjects’ requests to exercise their rights under Chapter III of the GDPR. Piper will promptly notify the Authorised User and in any case within twenty-four (24) hours of requests received by Piper, unless otherwise required by applicable law. Piper will not make changes to such data except as agreed in writing with Authorised User.
(l) maintain records of its processing activities as required by Article 30.2 of the GDPR and to demonstrate its compliance with this DPA and make such records available to the applicable supervisory authority and/or the Authorised User upon request.
4.1 The Authorised User consents to Piper’s use of sub-processors to provide aspects of the Piper Services, and to Piper’s disclosure and provision of Personal Data to those sub-processors for the provision of the Services. Piper will require its sub-processors to comply with terms that provide substantially the same protection of Personal Data than those imposed on Piper in the Agreement and this DPA. Piper will be liable for all the acts and omissions of its sub-processors in relation to the Agreement and this DPA.
4.2 Piper may authorise new sub-processors, provided that the new sub-processor only processes Personal Data in connection with the provision of Piper Services.
4.3 If the Authorised User objects to the authorisation of any sub-processor on reasonable data protection grounds, and if Piper is unable to provide an alternative or workaround to avoid processing of Personal Data by the objected to sub-processor to the satisfaction of the Authorised User within a reasonable period of time then the Authorised User may elect to terminate the Agreement. Should the Authorised User terminate this Agreement in accordance with this paragraph then the Customer shall receive a refund of all fees paid for Services and/or Support Services not provided as of the date of termination.
5. Audit and Records
5.1 Piper will, in accordance with Data Protection Law, make available to the Authorised User such information in Piper’s possession or control as the Authorised User may reasonably request with a view to demonstrating Piper’s compliance with the obligations of data processors under Data Protection Law in relation to its processing of Personal Data.
5.2 The Authorised User may exercise its right of audit under Data Protection Laws, through Piper providing additional information in Piper’s possession or control to a supervisory authority when it requests or requires additional information in relation to the data processing activities carried out by Piper under this DPA.
6. Data Transfers
6.1 The Customer will ensure that the Customer and Authorised Users are entitled to transfer the Personal Data to Piper so that Piper , and its sub-processors, may lawfully process the Personal Data in accordance with this DPA.
6.2 The Authorised User acknowledges that the provision of the Services under the Agreement may require the processing of Personal Data by sub-processors in countries outside the EEA from time to time.
6.3 The Processor shall process Controller Data outside: (i) the UK and the European Economic Area (“EEA”); or (ii) any other territory in which restrictions are imposed on the Transfer of Controller Data across borders under the Data Protection Laws, only in compliance with the Standard Contractual Clauses attached hereto as Exhibit 1 for transfers outside the EEA and Exhibit 2, for Transfers outside the UK, in order to put in place appropriate safeguards to protect Controller Data. Piper will comply with the obligations of the ‘data importer’ in the Standard Contractual Clauses and the Authorised User will comply with the obligations of 'data exporter'. By entering into this DPA, the Parties are deemed to be signing the Standard Contractual Clauses, as updated from time to time, and its applicable Appendices. The parties agree to enter into any updated Standard Contractual Clauses as approved by the EU and the UK authorities under Data Protection Laws.
6.4 Should the Standard Contractual Clauses or other method applied for cross-border processing under Clause 6.3 cease to be a lawful means of transferring the Personal Data, the parties shall comply with any alternative lawful method of transfer required and complete any documentation required for such alternative lawful method of transfer.
6.5 The following terms will apply to the Standard Contractual Clauses set out in Exhibit 1 (whether used pursuant to clause 6.1 or 6.3(a)) and as updated from time to time:
(a) The Authorised User may exercise its right of audit; and
(b) The data importer may appoint sub-processors as set out, and subject to the requirements of this DPA.
7.1 This DPA is without prejudice to the rights and obligations of the parties under the Agreement which will continue to have full force and effect. This DPA is incorporated into and made a part of the Agreement by this reference. In the event of any conflict between the terms of this DPA and the terms of Agreement, the terms of this DPA will prevail so far as the subject matter concerns the processing of Personal Data.
7.2 The Customer, Authorised User and Piper all agree that any dispute resolution provisions of the Agreement (including governing law and venue) apply to this DPA.
Piper may modify this DPA as required as a result of (a) changes in applicable Data Protection Laws; (b) a merger, acquisition, corporate reorganisation or other similar occurrence; or (c) the release of new features, functions, products or services or material changes to any of the existing Services. Piper may make such modifications by notifying Controller. The modified version of the DPA will become effective upon posting. By continuing to use the Services after the effective date of any modifications to this DPA, the Controller agrees to be bound by the modified DPA.
Exhibit 1: Standard Contractual Clauses
MODULE II (Controller to Processor)
Purpose and scope
a. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
b. The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)have agreed to these standard contractual clauses (hereinafter: “Clauses”)
c. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
d. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Effect and invariability of the Clauses
a. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
b. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
a. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6;
(ii) Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 - Clause 9(a), (c), (d) and (e);
(iv) Clause 12 - Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 - Clause 18(a) and (b);
b. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
a. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
b. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
c.These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
SECTION II – OBLIGATIONS OF THE PARTIES
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
a. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
b. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
7.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
7.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 13, in particular the requirement for the data importer under Clause 13(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 13(a).
7.6 Security of processing
a. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
b. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach.
d. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
7.7 Sensitive Data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
7.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
a. the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
b. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
c. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
d. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
7.9 Documentation and compliance
The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Use of sub-processors
a. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s). The data importer shall inform the data exporter in writing of any intended changes of sub-processor(s) in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
b. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 7.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
c. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
d. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
e. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Data subject rights
a. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
b. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
c. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
a. The data importer shall inform data subjects in a transparent and easily accessible format of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
b. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
c. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 12;
(ii) refer the dispute to the competent courts within the meaning of Clause 17.
d. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
e. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
f. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
a. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
b. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
c. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
d. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
e. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
f. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
g. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
a. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority. [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
b. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Local laws and practices affecting compliance with the Clauses
a. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
b. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
c. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
d. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
e. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
f. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 15(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
a. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
b. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
c. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
d. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
e. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 12(e) and Clause 14 to inform the data exporter promptly where it is unable to comply with these Clauses.
14.2 Review of legality and data minimisation
a. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 13(e).
b. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
c. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Non-compliance with the Clauses and termination
a. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
b. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
c. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
d. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
e. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.
Choice of forum and jurisdiction
a. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
b. The Parties agree that those shall be the courts of the jurisdiction specified in Clause 16.
c. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
d. The Parties agree to submit themselves to the jurisdiction of such courts.
A. List of Parties
Name: The Customer, as defined in the Registration Process (registration for the use of Piper products and services), and/or the Authorised User, as defined in the Registration Process
Address: The Customer's address, as set out in the Registration Process
Contact details: The Customer's contact details, as set out in the Registration Process
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Authorised User’s use of the Services under the Piper Software-as-a-service (SAAS) Terms & Conditions
Role (controller/processor): Controller
Name: Piper Technology Ltd.
Address: Piper Technology Ltd., Arquen House, Spicer Street, St. Albans, England AL3 4PQ, United Kingdom
Contact details: firstname.lastname@example.org
Piper Technology Ltd., Arquen House, Spicer Street, St. Albans, England AL3 4PQ, United Kingdom
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Authorised User’s use of the Services under the Piper Software-as-a-service (SAAS) Terms & Conditions
Role (controller/processor): Processor
B. Description of Transfer
The processing will comprise the following: The provision of the Services will require the integration of the Authorised User’s video and audio capabilities as well as calendar and email plugins and similar applications with Piper’s technologies. The Authorised User follows a simple setup process to authorise access to the aforementioned integrations. Once integration has been activated, the Piper platform will collect data to auto-populate data fields. Activity and usage data is also collected for technical/troubleshooting purposes as well as to generate usage insights for the Authorised User. Additionally, Piper will collect data that includes the recordings of meetings including audio, video, transcript and related recording metadata if available. Some of the collected data will be used to generate performance and usage insights, coaching tips, and link interview transcripts and recordings to interviews.
Categories of Data Subjects whose Personal Data is transferred
Data Subjects will include end users in your organisation who will be given access to Services using Piper Technology.
Categories and types of Personal Data transferred
With the exception of Personal Data of end users from your organisation with access to the Services , the extent to which you may submit Personal Data to the Services is determined and controlled by you in your use of the Services, and which may include but is not limited to the following categories of Personal Data:
- Contact information of end users from your organisation;
- Usage data of your end users (e.g. meeting join and leave time stamps or logins);
- Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Service.
Nature of the processingPersonal Data will be processed in accordance with the Agreement (including this DPA) and may be subject to the following processing activities:
- Storage and other processing necessary to provide, maintain and improve the Services provided to you; and/or
- Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
Purpose of the transfer and further processing
We will process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Registration Process, and as further instructed by you in your use of the Subscription Services.
Duration of processing:
The Processor’s processing of Data on behalf of the Controller may be performed when this Data Processing Agreement commences. Processing shall not be time-limited and shall be performed until this DPA is terminated or cancelled by one of the parties.
For transfers to (sub-) processors: Subject matter, nature and duration of the processing:
Please refer to Annex III – list of sub-processors who can assist on subject matter, nature and duration of processing.
C. Competent Supervisory Authority
For the purposes of the Standard Contractual Clauses, the supervisory authority that shall act as competent supervisory authority is either (i) where Authorised User is established in an EU Member State, the supervisory authority responsible for ensuring Customer's compliance with the GDPR; (ii) where Authorised User is not established in an EU Member State but falls within the extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority of the EU Member State in which Authorised User’s representative is established; or (iii) where Authorised User is not established in an EU Member State but falls within the extra-territorial scope of the GDPR without having to appoint a representative, the supervisory authority of the EU Member State in which the Data Subjects are predominantly located. In relation to Personal Data that is subject to the UK GDPR or Swiss DPA, the competent supervisory authority is the UK Information Commissioner or the Swiss Federal Data Protection and Information Commissioner (as applicable).
ANNEX II - SECURITY MEASURES
We currently observe the Security Measures described in this Annex II.
ANNEX III - LIST OF SUB-PROCESSORS
The controller has authorised the use of the following sub-processors:
Google Cloud Computing Services
A company incorporated in the United States with a place of business at 1600 Amphitheatre Parkway. Mountain View, CA 94043, United States.
Google Cloud Terms Directory (incl. Terms of Service, Data Processing Terms, and more)
Google Cloud Platform Subprocessors
Amazon Web Services EMEA SARL (“AWS Europe”)
A company incorporated in Luxembourg whose registered office is at 5 Rue Plaetis, 2338 Luxembourg.
AWS | Legal (incl. Terms, SLAs, and more)
AWS | Privacy
Segment.io (Twilio Inc.)
A Delaware corporation, with a place of business at 101 Spear Street, 1st Floor, San Francisco, California, 94105, United States.
A company incorporated in the US whose registered office is at 320 Judah Street, Suite 5 San Francisco CA 94122.
AssemblyAI Speech-to-Text API | Terms of Service
A Delaware corporation, with a place of business at 25 First Street, 2nd Floor, Cambridge, MA 02141, United States.Collecting, sorting and transferring for the purposes of allowing the Processor to manage the relationship and communication with the Customer.
Data Processing Agreement (hubspot.com)
Customer Terms of Service (hubspot.com)
Slack Technologies, Inc.
A company whose registered office is at 4th Floor, One Park Place, Hatch Street Upper, Dublin 2, Ireland.Company communication and content moderation management.
Customer terms of service | Legal | Slack
Slack’s GDPR commitment | Legal | Slack
A company whose registered office is at 60 4th Street #557, San Francisco, CA 94107.
Terms of Service | Metabase
Mailtrap (Railsware Products Studio, Inc.)
A company whose registered office is at 118 Coalpit Hill Road, Danbury CT 06810, USA.
Terms of Service | Mailtrap
Data Processing Addendum | Mailtrap
Thinkific Labs Inc.
A company whose registered office is at #400 – 369 Terminal Ave, Vancouver, BC, V6A 4C4.
Terms of Service | Thinkific
Data Processing Addendum | Thinkific
Exhibit 2: International Data Transfer Addendum to the European Commission's New Standard Contractual Clauses
Version B1.0, in force 21 March 2022
This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.
PART 1: TABLES
Table 1: Parties
See ANNEX I - A. LIST OF PARTIES.
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs
The Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this
Module in operation: Module II (Controller to Processor)
Clause 7: Yes. Included.
Clause 11: No. Not included.
Clause 9a (Sub-processor): General authorisation.
Clause 9a (Time period): 14 days
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changesWhich Parties may end this Addendum as set out in Section 19:
☐ neither Party
PART 2: MANDATORY CLAUSES
Entering into this Addendum
1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this Addendum
3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs
The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
As set out in Table 3
The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.
Approved EU SCCs
The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
The Information Commissioner.
Restricted Transfer A transfer which is covered by Chapter V of the UK GDPR.
The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws
All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
As defined in section 3 of the Data Protection Act 2018.
4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs
Incorporation of and changes to the EU SCCs
12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and;
c. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.