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Data Processing Agreement

THIS AGREEMENT is dated

PARTIES

  1. [ ] of [ ] (the “Customer”); and
  2. DATAOPS.LIVE LTD incorporated and registered in England and Wales with company number 12864397 whose registered office is at 34 Arlington Rd, London NW1 7HU, United Kingdom (the “Provider”).

WHEREAS

  1. The Customer and the Provider entered into [ ] (the “Agreement”) on [ ] that may require the Provider to process Personal Data on behalf of the Customer.
  2. This Personal Data Processing Agreement (the “DPA”) sets out the additional terms, requirements and conditions on which the Provider will process Personal Data when providing services under the Agreement. This DPA contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors and the General Data Protection Regulation ((EU) 2016/679).

IT IS HEREBY AGREED

Definitions and interpretation​

The following definitions and rules of interpretation apply in this DPA.

  1. Definitions:

    "Business Purposes" the services to be provided by the Provider to the Customer as described in the Agreement and any other purpose agreed between the parties.

    “CCPA” means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020.

    “Commissioner” the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).

    “Controller, Business, Processor, Service Provider, Contractor, Consumer, Data Subject, Personal Data, Personal Information, Sale, Selling, Personal Data Breach and Processing” have the meanings given to them in the Data Protection Legislation.

    "Data Protection Legislation" means:

    (a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

    (b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of Personal Data.

    (c) To the extent US law applies, the law of the United States or any state of the United States to which the Customer or Provider is subject, which relates to the protection of Personal Data. This includes the CCPA.

    "Data Subject" the identified or identifiable living individual to whom the Personal Data relates.

    "EU GDPR" the General Data Protection Regulation ((EU) 2016/679).

    "EEA" the European Economic Area.

    "Personal Data" means any information relating to an identified or identifiable living individual that is processed by the Provider on behalf of the Customer as a result of, or in connection with, the provision of the services under the Agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.

    "Processing, processes, processed, process" any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third-parties.

    "Personal Data Breach" a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.

    “Processor” a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.

    “Records” has the meaning given to it in Clause 12.

    “Share, Shared, and Sharing” have the meaning defined in the CCPA.

    “Term” means this DPA's term as defined in Clause 10.

    “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

  2. This DPA is subject to the terms of the Agreement and is incorporated into the Agreement. Interpretations and defined terms set forth in the Agreement apply to the interpretation of this DPA.

  3. The Annexes form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Annexes.

  4. A reference to writing or written excludes faxes but not email.

  5. In the case of conflict or ambiguity between:

    1. the meanings of defined terms in the Data Protection Legislation, the meaning from the law applicable to the location of residence of the relevant Data Subject applies.
    2. any provision contained in the body of this DPA and any provision contained in the Annexes, the provision in the body of this DPA will prevail;
    3. the terms of any accompanying invoice or other documents annexed to this DPA and any provision contained in the Annexes, the provision contained in the Annexes will prevail; and
    4. any of the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA will prevail.

Personal data types and processing purposes​

  1. The Customer and the Provider agree and acknowledge that for the purpose of the Data Protection Legislation:
    1. the Customer is the Controller and the Provider is the Processor.
    2. the Customer retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider.
    3. this DPA describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Provider may process the Personal Data to fulfil the Business Purposes.

Provider's obligations​

  1. The Provider will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Customer's written instructions. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Legislation. The Provider must promptly notify the Customer if, in its opinion, the Customer's instructions do not comply with the Data Protection Legislation.
  2. The Provider will not:
    1. Sell or Share Personal Data;
    2. retain, use, or disclose Personal Data outside of the direct business relationship between Customer and Provider; and
    3. combine Personal Data with personal data obtained from, or on behalf of, sources other than Customer, except as expressly permitted under applicable Data Protection Legislation.
  3. The Provider must comply promptly with any Customer written instructions requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
  4. The Provider will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third-parties unless the Customer or this DPA specifically authorises the disclosure, or as required by applicable law, court or regulator (including the Commissioner). If applicable law, court or regulator (including the Commissioner) requires the Provider to process or disclose the Personal Data to a third-party, the Provider must first inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the applicable law prohibits the giving of such notice.
  5. The Provider must notify the Customer promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Provider's performance of the Agreement or this DPA, or its obligations under applicable Data Protection Legislation.
  6. The Provider will:
    1. comply with the obligations of the Data Protection Legislation
    2. provide the level of privacy protection required by the Data Protection Legislation; and
    3. understand and shall comply with this DPA.

Provider's employees​

  1. The Provider will ensure that all of its employees are informed of the confidential nature of the Personal Data.

Security​

  1. The Provider shall implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
    1. the pseudonymisation and encryption of personal data;
    2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
    3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
    4. a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

Personal data breach​

  1. The Provider will promptly and in any event without undue delay notify the Customer in writing if it becomes aware of:
    1. the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible.
    2. any accidental, unauthorised or unlawful processing of the Personal Data; or
    3. any Personal Data Breach.

Sub-Processing​

  1. The Provider may only authorise a subcontractor (a "Sub-processor") to process the Personal Data if:
    1. the Provider enters into a written contract with the Sub-processor that contains terms substantially the same as those set out in this DPA; and
    2. the Provider maintains control over all of the Personal Data it entrusts to the Sub-processor;
  2. Subject to clause 7.1, the Customer hereby provides its consent to the Provider engaging third party Sub-processors in connection with the processing of Personal Data.
  3. Prior to the engagement of a new Sub-processor, the Provider shall provide notice to the Customer of such engagement, which may include updating the Sub-processor list on the Provider’s website.
  4. The Customer may object to Provider's addition or replacement of a Sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to Data Protection. In such event, Provider will either not appoint or replace the Sub-processor or, if this is not possible, Customer may suspend or terminate the Agreement (without prejudice to any fees incurred by Customer prior to suspension or termination).

Complaints, data subject requests and third-party rights​

  1. The Provider shall take reasonable technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:
    1. the rights of Data Subjects under the Data Protection Legislation, including, but not limited to, subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
    2. information or assessment notices served on the Customer by the Commissioner or other relevant regulator under the Data Protection Legislation.
  2. The Provider must notify the Customer immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.
  3. The Provider must notify the Customer within 5 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
  4. The Provider must not disclose the Personal Data to any Data Subject or to a third-party other than in accordance with the Customer's written instructions, or as required by law.

Term and termination​

  1. This DPA will remain in full force and effect so long as:
    1. the Agreement remains in effect; or
    2. the Provider retains any of the Personal Data related to the Agreement in its possession or control (the “Term”).
  2. Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Agreement in order to protect the Personal Data will remain in full force and effect.
  3. If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements.

Data return and destruction​

  1. At the Customer's request, the Provider will give the Customer, or a third-party nominated in writing by the Customer, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Customer.
  2. On termination of the Agreement for any reason or expiry of its term, the Provider will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any of the Personal Data related to this DPA in its possession or control, except for one copy that it may retain and use for bona fide corporate purposes only.
  3. If any law, regulation, or government or regulatory body requires the Provider to retain any documents, materials or Personal Data that the Provider would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

Records​

  1. The Provider will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, the processing purposes, categories of processing, and a general description of the technical and organisational security measures utilised (the “Records”).
  2. The Provider will ensure that the Records are sufficient to enable the Customer to verify the Provider's compliance with its obligations under this DPA and the Data Protection Legislation and the Provider will provide the Customer with copies of the Records upon request.
  3. The Customer and the Provider must review the information listed in the Annexes to this DPA on a regular basis to confirm its current accuracy and update it when required to reflect current practices.

Notice​

  1. Any notice or other communication given to a party under or in connection with this DPA must be in writing and delivered to:

    For the Customer: [ ]

    For the Provider: [ ]

    1. Clause 12.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

This DPA has been entered into on the date stated at the beginning of it.

SignatureTitle
Signed by [ ]
for and on behalf of [ ]Director
Signed by [ ]
for and on behalf of DataOps.Live LtdDirector

Personal Data processing purposes and details​

Subject matter of processing:

  • providing login to the Provider’s SaaS application
  • authorizing access to data pipelines; and
  • managing and operating such data pipelines

Duration of Processing:

  • For the duration that the relevant Customer account is open
  • For the duration the relevant Customer’s employee is registered with the Provider’s SaaS application

Nature of Processing:

  • providing login to the Provider’s SaaS application
  • authorizing access to data pipelines; and
  • managing and operating such data pipelines.

Business Purposes:

  • providing login to the Provider’s SaaS application
  • authorizing access to data pipelines; and
  • managing and operating such data pipelines

Personal Data Categories:

  • Full name;
  • Email address; and
  • IP address.

Data Subject Types:

  • Employees of the Customer

Approved Sub-processors:

  • Amazon Web Services
  • Datadog
  • Gitpod
  • HubSpot
  • Okta
  • Snowflake