Data Processor Agreement
1. Introduction
1.1 This agreement re processing of all data (the ”Data Processor Agreement”)
regulates CAB IT Services Ltd (the ”Data Processor”) processing of all data on behalf of the client (the ”Data Controller”) and is attached as an addendum to the IT Support Agreement in which the parties have agreed the terms for the Data Processor’s delivery of services to the Data Controller.
2. Legislation
2.1 The Data Processor Agreement shall ensure that the Data Processor complies with the applicable data protection and privacy legislation (the ”Applicable Law”), including in particular The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)
3. Processing of personal data
3.1 Purpose: The purpose of the processing under the IT Support Agreement is the provision of the Services by the Data Processor as specified in the IT Support Agreement.
3.2 In connection with the Data Processor’s delivery of Services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s data on behalf of the Data Controller.
3.3 ”Personal data” includes “any information relating to an identified or identifiable natural person” as defined in GDPR, article 4 (1) (1) (the ”Personal Data”). The Data Processor only performs processing activities that are necessary and relevant to perform
the contracted Services.
3.4 The Data Processor shall have and maintain a register of processing activities in accordance with GDPR, article 32 (2).
4. Instruction
4.1 The Data Processor may only act and process the contracted Data in accordance with the documented instruction from the Data Controller (the ”Instruction”), unless required by law to act without such instruction. The Instruction at the time of entering into this Data Processor Agreement (DPA) is that the Data Processor may only process
the contracted Data with the purpose of delivering the contracted Services as described in the IT Support Agreement. Subject to the terms of this DPA and with mutual agreement of the parties, the Data Controller may issue additional written instructions consistent with the terms of this Agreement. The Data Controller is responsible for ensuring that all individuals who provide written instructions are authorised to do so.
4.2 The Data Controller guarantees to process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. The Data Controller’s instructions for the processing of Personal Data shall comply with Applicable Law. The Data Controller will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which it was obtained.
4.3 The Data Processor will inform the Data Controller of any instruction that it deems to be in violation of Applicable Law and will not execute the instructions until they have been confirmed or modified.
5. The Data Processor’s obligations
5.1 Confidentiality
5.1.1 The Data Processor shall treat all the Personal Data as strictly confidential
information. The Personal Data may not be copied, transferred or otherwise processed in conflict with the Instruction, unless the Data Controller in writing has agreed.
5.1.2 The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all the Personal Data under this DPA with strict confidentiality.
5.1.3 Personal Data will only be made available to personnel that require access to such Personal Data for the delivery of the contracted Services and this Data Processor Agreement.
5.2 Security
5.2.1 The Data Processor shall implement the appropriate technical and organizational measures as set out in this Agreement and in the Applicable Law, including in accordance with GDPR, article 32. The security measures are subject to technical progress and development. The Data Processor may update or modify the security measures from time to-time provided that such updates and modifications do not result in the degradation of the
overall security.
5.3 The Data Processor shall provide documentation for the Data Processor’s security measures if requested by the Data Controller in writing.
5.4 Data protection impact assessments and prior consultation
5.4.1 If the Data Processor’s assistance is necessary and relevant, the Data Processor shall assist the Data Controller in preparing data protection impact assessments in accordance with GDPR, article 35, along with any prior consultation in accordance with GDPR, article 36.
5.5 Rights of the data subjects
5.5.1 If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.
5.5.2 If the Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly.
5.6 Personal Data Breaches
5.6.1 The Data Processor shall give immediate notice to the Data Controller if a
breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, personal data transmitted, stored or otherwise processed re the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”).
5.6.2 The Data Processor shall make reasonable efforts to identify the cause of such a breach and take those steps as they deem necessary to establish the cause, and to prevent such a breach from reoccurring.
5.7 Documentation of compliance and Audit Rights
5.7.1 Upon request by a Data Controller, the Data Processor shall make available to the Data Controller all relevant information necessary to demonstrate compliance with this DPA, and shall allow for and reasonably cooperate with audits, including inspections by the Data Controller or an auditor mandated by the Data Controller. The Data Controller shall give notice of any audit or document inspection to be conducted and shall make reasonable endeavours to avoid causing damage or disruption to the Data Processors premises, equipment and business in the course of such an audit or inspection. Any audit or document inspection shall be carried out with reasonable prior written notice of no less than 30 days and shall not be conducted more than once a year.
5.7.2 The Data Controller may be requested to sign a non-disclosure agreement reasonably acceptable to the Data Processor before being furnished with the above.
5.8 Data Transfers
5.8.1 Ordinarily, the Data Processor will not transfer your data to countries outside the European Economic Area. In some circumstances, personal data will be processed by servers outside the European Economic Area but only where data protection law is equivalent to that of the European Economic Area.
6.Limitation of Liability
6.1 Nothing in this DPA will relieve the processor of its own direct responsibilities and liabilities under the GDPR.
7. Duration
7.1 The Data Processor Agreement shall remain in force until the IT Support Agreement is terminated.
8. Data Protection Officer
8.1 The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations.
9. Termination
9.1 Following expiration or termination of the Agreement, the Data Processor will delete or return to the Data Controller all Personal Data in its possession as provided in the Agreement except to the extent the Data Processor is required by Applicable law to retain some or all of the Personal Data (in which case the Data Processor will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data.
10.Contact
10.1 The contact information for the Data Processor and the Data Controller is provided in the IT Support Agreement.