Data Processing Agreement
EEA Standard Contractual Clauses (SCC): SCC (click here)
This Data Processing Agreement ("Agreement") forms a legally binding contract between you and Zenevo SRL (based in Romania), and applies to the extent that Zenevo SRL processes Customer Personal Data on your behalf when you are the Data Controller.
WHEREAS
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which involve the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework regarding data processing and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to establish their rights and obligations.
NOW, THEREFORE, IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement and all Annexes;
1.1.2 "Company Personal Data" means any Personal Data processed by a Sub-Processor on behalf of the Company pursuant to or in connection with the Main Agreement;
1.1.3 "Contracted Processor" means a Sub-Processor;
1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 "EEA" means the European Economic Area;
1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 "GDPR" means the EU General Data Protection Regulation 2016/679;
1.1.8 "Data Transfer" means:
1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Sub-Processor, or between two establishments of a Contracted Processor, in each case where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 "Services" means the online SaaS Platform provided by the Company.
1.1.10 "Sub-Processor" means any person appointed by or on behalf of a Processor to process Personal Data on behalf of the Company in connection with the Agreement.
1.2 The terms "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and related terms shall be construed accordingly.
2. Processing of Company Personal Data
2.1 The Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 not Process Company Personal Data other than on the relevant documented instructions of the Company.
2.2 The Company instructs the Processor to process Company Personal Data.
3. Processor Personnel
The Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Company Personal Data, as strictly necessary for the purposes of the Main Agreement and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks presented by Processing, in particular from a Personal Data Breach.
5. Subprocessing
5.1 The Processor shall not engage (or disclose Company Personal Data to) any Sub-Processor unless required or authorized by the Company.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, the Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as possible, for the fulfillment of the Company’s obligations, as reasonably understood by the Company, to respond to requests to exercise Data Subject rights under Data Protection Laws.
6.2 The Processor shall:
6.2.1 promptly notify the Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of the Company or as required by Applicable Laws to which the Processor is subject, in which case the Processor shall, to the extent permitted by Applicable Laws, inform the Company of that legal requirement before responding to the request.
7. Personal Data Breach
7.1 The Processor shall notify the Company without undue delay upon becoming aware of a Personal Data Breach affecting Company Personal Data, providing the Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Data Protection Laws.
7.2 The Processor shall cooperate with the Company and take reasonable commercial steps as directed by the Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation
The Processor shall provide reasonable assistance to the Company with any data protection impact assessments and prior consultations with Supervisory Authorities or other competent data privacy authorities that the Company reasonably considers required under 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or Return of Company Personal Data
9.1 Subject to this Section 9, the Processor shall promptly and in any event within 10 business days of the date of termination of any Services involving the Processing of Company Personal Data (the "Termination Date"), delete and procure the deletion of all copies of such Company Personal Data.
10. Audit Rights
10.1 Subject to this Section 10, the Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement and shall allow for and contribute to audits, including inspections, conducted by the Company or an auditor mandated by the Company in relation to the Processing of Company Personal Data by the Contracted Processors.
10.2 The information and audit rights of the Company only arise under Section 10.1 to the extent that the Agreement does not otherwise grant them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or EEA without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data is adequately protected. To achieve this, the Parties shall, unless otherwise agreed, rely on EU-approved standard contractual clauses for the transfer of personal data.
12. General Terms
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications made under this Agreement must be in writing and shall be delivered personally, sent by post, or by email to the address or email address set out in the header of this Agreement and to any other address notified by the Parties from time to time.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of Romania.
13.2 Any dispute arising in connection with this Agreement which the Parties cannot resolve amicably shall be subject to the exclusive jurisdiction of the courts of Brașov.