This Data Processing Agreement (the “DPA”), entered into by the Mrs K Robins customer identified on the applicable Mrs K Robins document for Mrs K Robins services (“Customer”) and Mrs K Robins identified on the document (“Mrs K Robins”), governs the processing of personal data that Customer uploads or otherwise provides Mrs K Robins in connection with the services, the processing of data by Mrs K Robins on behalf of Customer in connection with the services, and the processing of any personal data that Mrs K Robins uploads or otherwise provides to Customer in connection with the services.
This DPA is incorporated into the relevant Mrs K Robins services agreement attached to or incorporated by reference into the document previously executed by Customer, referred to generically in this DPA as the “Mrs K Robins Contract”. Collectively, the DPA (including the SCCs, as defined herein), the Mrs K Robins Contract(s), and the applicable service documents are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) the SCCs; (b) this DPA; (c) the Mrs K Robins Contract(s); and (d) the applicable service(s) document to the Mrs K Robins Contract(s). Except as specifically amended in this DPA, the Mrs K Robins Contract(s) and applicable service(s) document remain unchanged and in full force and effect.
“Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers – Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission.
“Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission.
“Customer Personal Data”
means Personal Data that Mrs K Robins processes as a data processor for Customer. Customer Personal Data includes Personal Data that Customer uploads or otherwise provides Mrs K Robins in connection with its use of Mrs K Robins’s services or for which Customer is otherwise a data controller.
“Data Protection Requirements”
means the General Data Protection Regulation, Local Data Protection Laws, and any applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, e-mail, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.
“European Personal Data”
means Personal Data the sharing of which pursuant to this Agreement is regulated by the General Data Protection Regulation or Local Data Protection Laws.
“General Data Protection Regulation”
means Regulation (EU) 2016/679 of the European Parliament and of the Council.
“Local Data Protection Laws”
means any subordinate legislation and regulation implementing the General Data Protection Regulation.
means information about an individual that
- can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Mrs K Robins from financial services or third-party services and products such as credit cards and airlines;
- can be combined with other information that can be used to identify, contact or locate a specific individual; or
- is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
“Personal Data Breach”
means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Agreement.
means any entity which provides processing services to Mrs K Robins in furtherance of Mrs K Robins’s processing on behalf of Customer.
means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has supervisory authority and jurisdiction over Customer.
2. NATURE OF DATA PROCESSING
Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.
3. COMPLIANCE WITH LAWS
The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.
4. CUSTOMER OBLIGATIONS
Customer agrees to:
- determine the purposes and general means of Mrs K Robins’s processing of Customer Personal Data in accordance with the Agreement; and
- comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers.
Customer agrees to, at Mrs K Robins’s request, designate to Mrs K Robins a single point of contact (the “Master Admin”) responsible for:
- receiving and responding to data subject requests Mrs K Robins receives from Customer data subjects relating to Customer Personal Data; and
- notifying Mrs K Robins of Customer’s intended response to a data subject request relating to the access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Mrs K Robins processes for Customer, and authorising Mrs K Robins to fulfill such responses on behalf of Customer.
5. Mrs K Robins OBLIGATIONS
5.1 Processing Requirements.
Mrs K Robins will:
Process Customer Personal Data
- only for the purpose of providing, supporting and improving Mrs K Robins’s services (including to provide insights and other reporting), using appropriate technical and organisational security measures; and
- in compliance with the instructions received from Customer.
Mrs K Robins will not use or process the Customer Personal Data for any other purpose. Mrs K Robins will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5-8 of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;
- Inform Customer promptly if, in Mrs K Robins’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
- If Mrs K Robins is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
Take commercially reasonable steps to ensure that
- persons employed by it, and
- other persons engaged to perform on Mrs K Robins’s behalf comply with the terms of the Agreement;
- Ensure that its employees, authorised agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors,
- exclusive of the Subprocessors Mrs K Robins maintains, obtain the prior written consent of Customer to such subcontracting, such consent to not be unreasonably withheld;
- remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on Mrs K Robins’s instructions; and
- enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein; and
- Upon request, provide Customer with a summary of Mrs K Robins’s privacy and security policies.
5.2 Notice to Customer.
Mrs K Robins will inform Customer if Mrs K Robins becomes aware of:
- Any non-compliance by Mrs K Robins or its employees with Sections 5-8 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA;
- Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Mrs K Robins is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;
- Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
- Any complaint or request (in particular, requests for access to rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data) received directly from data subjects of Customer. Mrs K Robins will not respond to any such request without Customer’s prior written authorisation.
5.3 Assistance to Customer.
Mrs K Robins will provide reasonable assistance to Customer regarding:
- Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Mrs K Robins processes for Customer. In the event that a data subject sends such a request directly to Mrs K Robins, Mrs K Robins will promptly send such request to Customer;
- The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer’s data subjects regarding such Personal Data Breaches; and
- Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.
5.4 Required Processing.
If Mrs K Robins is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, Mrs K Robins will inform Customer of this requirement in advance of any processing, unless Mrs K Robins is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).
Mrs K Robins will:
- Maintain appropriate organizational and technical security measures (which may include, with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) designed to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;
- Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Mrs K Robins personnel with respect to Customer Personal Data and liable for any failure by such Mrs K Robins personnel to meet the terms of this DPA;
- Take reasonable steps to confirm that all Mrs K Robins personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and
- Notify Customer of any Personal Data Breach by Mrs K Robins, its Subprocessors, or any other third-parties acting on Mrs K Robins’s behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.
6. AUDIT, CERTIFICATION
6.1 Supervisory Authority Audit.
If a Supervisory Authority requires an audit of the data processing facilities from which Mrs K Robins processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Mrs K Robins will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Mrs K Robins expends for any such audit, in addition to the rates for services performed by Mrs K Robins.
Mrs K Robins will provide to Customer each year an opinion or Service Organisation Control report provided by an accredited, third-party audit firm under the Statement on Standards for Attestation Engagements (SSAE) No. 18 (“SSAE 18”) (Reporting on Controls at a Service Organisation) or the International Standard on Assurance Engagements (ISAE) 3402 (“ISAE 3402”) (Assurance Reports on Controls at a Service Organisation) standards applicable to the services under the Agreement (each such report, a “Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Mrs K Robins’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Mrs K Robins may audit Mrs K Robins’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to Mrs K Robins and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Mrs K Robins expends for any such audit, in addition to the rates for services performed by Mrs K Robins. Before the commencement of any such audit, Customer and Mrs K Robins shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Mrs K Robins with information regarding any non-compliance discovered during the course of an audit. Customer may not audit Mrs K Robins more than once annually.
7. DATA TRANSFERS
For transfers of European Personal Data to Mrs K Robins for processing by Mrs K Robins in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, Mrs K Robins agrees it will
- provide at least the same level of privacy protection for European Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks; or
- use the form of the Controller-to-Processor SCCs available at ec.europa.eu.
If data transfers under Section 7 of this DPA rely on Controller-to-Processor SCCs to enable the lawful transfer of European Personal Data, as set forth in the preceding sentence, the parties agree that data subjects for whom a Mrs K Robins entity processes European Personal Data are third-party beneficiaries under the Controller-to-Processor SCCs. If Mrs K Robins is unable or becomes unable to comply with these requirements, then European Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of European Personal Data to a non-EU country requires the prior written consent of Customer. Mrs K Robins shall promptly notify Customer of any inability by Mrs K Robins to comply with the provisions of this Section 7.
8. DATA RETURN AND DELETION
The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Mrs K Robins shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Mrs K Robins from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Mrs K Robins agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws. For clarity, Mrs K Robins may continue to process Customer Personal Data that has been aggregated in a manner that does not identify individuals or customers to improve Mrs K Robins’s systems and services.
9. CONTROLLER-TO-CONTROLLER SCENARIOS
Each party will, to the extent that it, along with the other party, acts as data controller, as the term is defined in applicable Data Protection Requirements, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the General Data Protection Regulation and in other Data Protection Requirements. Where both parties each act as data controller with respect to Personal Data, and the transfer of data between the parties results in a transfer of European Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, each party agrees it will
- provide at least the same level of privacy protection for European Personal Data as required under the US-EU and US-Swiss Privacy Shield frameworks; or
- use the Controller-to-Controller SCCs, which are incorporated herein by reference.
If data transfers under this DPA rely on Controller-to-Controller SCCs to enable the lawful transfer of Personal Data, as set forth in the preceding sentence, the parties agree that the following terms apply:
- Data subjects for whom a Customer processes European Personal Data are third-party beneficiaries under the Controller-to-Controller SCCs;
- Schedule A to this DPA shall apply as Annex B of the Controller-to-Controller SCCs; and
- for purpose of Section II(h), the data importer will process the European Personal Data, at its option, in accordance with “the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data.” The parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Information and the parties are not joint controllers as defined in the General Data Protection Regulation.
10. THIRD PARTY DATA PROCESSORS
Customer acknowledges that in the provision of some services (such as CRMs), Mrs K Robins, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For avoidance of doubt, such third party data processors are not Subprocessors.
This DPA shall remain in effect as long as Mrs K Robins carries out Personal Data processing operations on behalf of Customer or until the termination of the Mrs K Robins Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).
12. GOVERNING LAW, JURISDICTION, AND VENUE
Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of United Kingdom, and any action or proceeding related to this DPA (including those arising from non contractual disputes or claims) will be brought in London, United Kingdom.
ANNEX B – DESCRIPTION OF THE TRANSFER
. The personal data transferred concern the following categories of data subjects:
Depending on the services used by the data exporter:
- Potential and actual candidates and employees of the data exporter;
- Sales and marketing leads of the data exporter; and
- Third parties that have, or may have, a commercial relationship with the data exporter (e.g. service and product providers, advertisers, customers, corporate subscribers and contractors).
Purposes of the Transfer.
The transfer is made for the following purposes:
The transfer is intended to enable the data exporter to determine the purposes and means of the processing of personal data obtained through data importer’s services and products to support the requirements of the data exporter.
Categories of Data.
The personal data transferred concern the following categories of data:
- The data transferred is the personal data provided by the data exporter to the data importer in connection with its use of Mrs K Robins’s services, referred to as Customer Personal Data in the Mrs K Robins Subscription Agreement. Such personal data may include first name, last name, e-mail address, contact information, education and employment history, CRM data, and any notes provided by the data exporter regarding the foregoing.
The personal data transferred may be disclosed only to the following recipients or categories of recipients:
- Employees and other representatives of the data importer who have a legitimate business purpose for the processing of such personal data.
(if appropriate). The personal data transferred concern the following categories of sensitive data:
Data Protection Registration Information of Data Exporter
Additional Useful Information
(storage limits and other relevant information).
The personal data transferred between the parties may only be retained for the period of time permitted under the Agreement. The parties agree that each party will, to the extent that it, along with the other party, acts as a data controller with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements.
Contact points for data protection enquiries:
Data importer: Signatory to the Agreement between the parties
Data exporter: Signatory to the Agreement between the parties