DATA PROCESSING AGREEMENT

DPA

The provision of the Services by SSC International Ltd (“SSC”) involves Personal Data processing activities carried out by SSC, as Data Processor, on behalf of the Client, as Data Controller.

This DPA aims to regulate the conditions applicable to the processing of Personal Data activities performed by SSC on behalf of the Client, ensuring compliance with Article 28 paragraphs (3) and (4) 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, and repealing Directive 95/46/EC (General Data Protection Regulation) (the “GDPR”), and other applicable data protection legal requirements.

The following clauses shall be applicable to SSC and the Client:

Clause 1

Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex I.

Clause 2 

Obligations of the Parties

2.1. Instruction

  1. The processor shall process personal data only on documented instructions from the controller, unless required to do so by the law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented. 
  2. The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe the applicable data protection provisions.

2.2. Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex I, unless it receives further instructions from the controller.

2.3. Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex I.

2.4. Security of processing

  1. The processor shall at least implement the technical and organizational measures specified in Annex II to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context, and purposes of processing, and the risks involved for the data subjects.
  2. The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorized to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality

2.5. Sensitive data

If the processing 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 (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

2.6. Documentation and compliance

  1. The Parties shall be able to demonstrate compliance with this DPA.
  2. The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with this DPA.
  3. The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in this DPA.

2.7. Use of sub-processors

  • GENERAL WRITTEN AUTHORISATION: The processor has the controller’s general authorization for the engagement of sub-processors. At the controller’s request, the processor shall present the list of the sub-contractors.
  • Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract that imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with this DPA. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses.
  • The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.

2.8. International transfer

Any transfer of data to a third country or an international organization by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfill a specific requirement under the law to which the processor is subject and shall take place in compliance with the applicable data protection legal requirements.

Clause 3 

Assistance of the controller

  1. The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself unless authorized to do so by the controller.
  2. The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
  3. In addition to the processor’s obligation to assist the controller, the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
  1. the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
  2. the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
  3. the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
  4. the obligations to ensure the security of personal data.

Clause 4 

Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its legal obligations, where applicable, taking into account the nature of processing and the information available to the processor

4.1. Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

  1. in notifying the personal data breach to the competent supervisory authority/authorities, without undue delay after the controller has become aware of it, where relevant (unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
  2. in obtaining the following information which shall be stated in the controller’s notification, and must at least include:
  1. the nature of the personal data including where possible, the categories and an approximate number of data subjects concerned and the categories and an approximate number of personal data records concerned;
  2. the likely consequences of the personal data breach;
  3. the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay

  1. in complying with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

4.2. Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

  1. a description of the nature of the breach (including, where possible, the categories and an approximate number of data subjects and data records concerned);
  2. the details of a contact point where more information concerning the personal data breach can be obtained;
  3. its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

Clause 5

Non-compliance with the DPA and termination 

  1. Without prejudice to any legal provisions, in the event that the processor is in breach of its obligations under this DPA, the controller may instruct the processor to suspend the processing of personal data until the latter complies with this DPA or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with this DPA, for whatever reason.
  2. The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with this DPA if:
  1. the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with this DPA is not restored within a reasonable time and in any event within one month following suspension;
  2. the processor is in substantial or persistent breach of this DPA.
  1. The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under this DPA where, after having informed the controller that its instructions infringe applicable legal requirements, the controller insists on compliance with the instructions.
  2. Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or return all the personal data to the controller and delete existing copies unless law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with this DPA.

ANNEX I

Description of the processing

Categories of data subjects whose personal data is processed: the audience.

Categories of personal data processed: name, surname, contact details (e-mail address), company, role

Nature of the processing: normal processing, which does not involve automated decision-making, including profiling.

Purpose(s) for which the personal data is processed on behalf of the controller: provision of the contractual services – market research and custom audience building, e-mailing, monitoring campaigns and data analytics.

Duration of the processing: during the provision of the services.

ANNEX II

Technical and organizational measures including technical and organizational measures to ensure the security of the data

Description of the technical and organizational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, as well as the risks for the rights and freedoms of natural persons:

  • Measures for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and services 
  • Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident 
  • Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing 
  • Measures for user identification and authorization 
  • Measures for the protection of data during transmission
  • Measures for the protection of data during storage 
  • Measures for ensuring the physical security of locations at which personal data are processed 
  • Measures for ensuring system configuration, including default configuration 
  • Measures for internal IT and IT security governance and management 
  • Measures for ensuring data minimization
  • Measures for ensuring data quality
  • Measures for ensuring limited data retention
  • Measures for ensuring accountability