Data Processing Agreement

2.1 Processor shall:

• Comply with all applicable Data Protection Laws in the Processing of Controller Personal Data.
• Not Process Controller Personal Data other than on the relevant Controller’s documented instructions unless Processing is required by Applicable Laws to which the relevant Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform the relevant Controller of that legal requirement before the relevant Processing of that Personal Data.

2.2 Controller instructions

Controller instructs Processor to process Controller Personal Data as necessary to provide the Service pursuant to the Principal Agreement and consistent with the Principal Agreement.

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Controller Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know or access the relevant Controller Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to Processor. Processor shall ensure that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4.1 Technical and organizational measures

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Controller Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 Risk assessment

In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5.1 Authorization

Controller authorizes Processor to appoint (and permit each Subprocessor appointed in accordance with this section to appoint) Subprocessors in accordance with this section and any restrictions in the Principal Agreement.

5.2 Continuing engagement

Processor may continue to use those Subprocessors already engaged by Processor as at the date of this Agreement, subject to Processor meeting the obligations set out in section 5.4.

5.3 Notice and objections

Processor shall give Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within 14 days of receipt of that notice, Controller notifies Processor in writing of any objections on reasonable grounds to the proposed appointment, Processor shall not appoint or disclose any Controller Personal Data to that proposed Subprocessor until reasonable steps have been taken to address the objections raised by Controller and Controller has been provided with a reasonable written explanation of the steps taken.

5.4 Due diligence and contracts

• Before the Subprocessor first Processes Controller Personal Data (or, where relevant, in accordance with section 5.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Controller Personal Data required by the Principal Agreement.
• Ensure that the arrangement between Processor or the relevant intermediate Subprocessor and the Subprocessor is governed by a written contract including terms which offer at least the same level of protection for Controller Personal Data as those set out in this Agreement and meet the requirements of article 28(3) of the GDPR.
• Provide to Controller for review such copies of the Processor’s agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement) as Controller may request from time to time.

6.1 Assistance

Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Notifications

• Promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Controller Personal Data.
• Ensure that it does not respond to that request except on the documented instructions of Controller or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Controller of that legal requirement before the Processor responds to the request.

7.1 Breach notification

Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Such notification will be sent to the Controller’s designated contact email as provided in the Principal Agreement or associated documents.

7.2 Cooperation

Processor shall co-operate with Controller and take such reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

7.3 Notification email

Notifications of Personal Data Breaches, if any, will be delivered to Controller by email at the email address provided by Controller. Controller is solely responsible for ensuring that the email address provided is current and valid.

Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required of Controller by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Controller Personal Data by, and taking into account the nature of the Processing and information available to, the Processor.

9.1 Default delete

Subject to sections 9.2 and 9.3, Processor shall promptly and in any event within 30 days of the date of cessation of any Services involving the Processing of Controller Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Controller Personal Data.

9.2 Controller request

Subject to section 9.3, Controller may in its absolute discretion by written notice to Processor within 30 days of the Cessation Date require Processor to (a) return a complete copy of all Controller Personal Data to Controller by secure file transfer in such format as is reasonably notified by Controller to Processor; and (b) delete and procure the deletion of all other copies of Controller Personal Data Processed by Processor. Processor shall comply with any such written request within 30 days of the Cessation Date.

9.3 Legal retention

Processor may retain Controller Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Processor shall ensure the confidentiality of all such Controller Personal Data and shall ensure that such Controller Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

9.4 Certification

Processor shall provide written certification to Controller that it has fully complied with this section 9 within 30 days of the Cessation Date.

10.1 Audit cooperation

Subject to sections 10.2 to 10.4, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Controller Personal Data by the Processor.

10.2 Information and audit rights

Information and audit rights of the Controller only arise under section 10.1 to the extent that the Principal Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, article 28(3)(h) of the GDPR).

10.3 Controller responsibilities

Controller undertaking an audit shall give Processor reasonable notice of any audit or inspection to be conducted under section 10.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Processor’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. Processor need not give access to its premises for the purposes of such an audit or inspection: (a) to any individual unless he or she produces reasonable evidence of identity and authority; (b) outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Controller undertaking an audit has given notice to Processor that this is the case before attendance outside those hours begins; or (c) for the purposes of more than one audit or inspection, in respect of Processor, in any calendar year, except for any additional audits or inspections which (i) Controller undertaking an audit reasonably considers necessary because of genuine concerns as to Processor’s compliance with this Agreement; or (ii) Controller is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory, where Controller undertaking an audit has identified its concerns or the relevant requirement or request in its notice to Processor of the audit or inspection.

11.1 Governing law and jurisdiction

Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses: (a) the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and (b) this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.

11.2 Order of precedence

Nothing in this Addendum reduces Processor’s obligations under the Principal Agreement in relation to the protection of Personal Data or permits Processor to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Principal Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

11.3 Conflicting agreements

Subject to section 11.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

11.4 Changes in Data Protection Laws

• Controller may by at least 30 calendar days’ written notice to Processor from time to time make any variations to the Standard Contractual Clauses (including any Standard Contractual Clauses entered into under section 12.1), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law.
• Controller may propose any other variations to this Addendum which Controller reasonably considers to be necessary to address the requirements of any Data Protection Law.

11.5 Processor cooperation

• If Controller gives notice under section 11.4(a), Processor shall promptly co-operate (and ensure that any affected Subprocessors promptly co-operate) to ensure that equivalent variations are made to any agreement put in place under section 6.4.3.
• Controller shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by Processor to protect the Processor against additional risks associated with the variations made under section 11.4(a) or 11.5(a).

11.6 Discussions

If Controller gives notice under section 11.4(b), the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Controller’s notice as soon as is reasonably practicable.

11.7 Affiliate consent

Neither Controller nor Processor shall require the consent or approval of any Controller Affiliate or Processor Affiliate to amend this Addendum pursuant to this section 11.5 or otherwise.

11.8 Severance

Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

12.1 Customer acceptance

By executing a pricing proposal with Renn Labs or by using Renn Labs’ services, Customer accepts and agrees to be bound by this DPA.

12.2 Effective date

This DPA will be effective from the date Customer executes a pricing proposal with Renn Labs or begins using Renn Labs’ services, whichever is earlier.

12.3 Agreement package

Customer acknowledges that this DPA is part of a package of agreements associated with Renn Labs’ services and that all such agreements, including this DPA, are binding upon Customer’s use of Renn Labs’ services.

12.4 Updates

Renn Labs reserves the right to update or modify this DPA from time to time. Any such updates or modifications will be posted on Renn Labs’ website, and Customer’s continued use of Renn Labs’ services following such posting will constitute Customer’s acceptance of the updated or modified DPA.