Last updated 31st March 2021
BETWEEN: Trade Apps Ltd Office 33, 599-613 Princes Road, Dartford Kent, DA2 6HH
(the “Data Processor”)
And
(the “Data Controller”) (The “Controller” or “Customer”)
1. INTRODUCTION
This Data Processing Agreement (“DPA”) specifies the Parties’ data protection obligations, which arise from the Data Processor’s processing of personal data on behalf of the Data Controller under the service agreement or other agreement between the Parties (“the Agreement”).
The DPA is adopted as an appendix to the Agreement. In the event that any provision of this DPA is inconsistent with any term(s) of the Agreement, the DPA will prevail.
2. PURPOSE, SCOPE AND RESPONSIBILITIES
2.1 The Data Processor shall only process personal data in accordance with the terms of this DPA.
2.2 The Data Processor shall process personal data for the limited purpose of performing the obligations set out under the Agreement. Data may, for that purpose, be processed by any of the Data Processor’s entities.
2.3 Data processing by the Data Processor shall include such actions as may be specified in the Agreement.
2.4 The term of this DPA shall continue until the latter of the following: the termination of the Agreement, or the date at which the Data Processor ceases to process personal data for the Data Controller.
2.5 The personal data to be processed by the Supplier concerns the categories of data, the categories of data subjects and the purposes of the processing set out in Exhibit 1.
3. TRADE APPS LTD
3.1. The Agreement enables the Data Controller to install the application and or use the “Trade Apps Desktop”, a software tool developed by the Data Processor. “Trade Apps Application” enables the Data Controller’s employees to upload information without the Data Processors’ participation or knowledge.
3.2. The Data Processor undertakes no responsibility for data uploaded by the Data Controller in “Trade Apps Application”.
3.3. To the extent that such upload of data constitutes processing of personal data, the Data Controller warrants:
4. OBLIGATIONS OF THE DATA PROCESSOR
The Data Processor warrants that the Data Processor will:
i) comply with the Data Protection Legislation from time to time applicable to the Data Processor’s obligations under the Agreement (“Data Protection Legislation”),
ii) process any personal data transferred to or collected by the Data Processor only as a ‘processor’, as such terms are defined in the Data Protection Legislation, on behalf of the Data Controller,
iii) implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the applicable Data Protection Legislation and ensure the protection of the rights of the data subjects,
iv) ensure that Sub-processors undertakes to process personal data in accordance with the Data Protection Legislation,
v) taking into account the nature of the processing, assist the Data Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the data subject’s rights according to the Data Protection Legislation,
vi) to a relevant extent assist the Data Controller in ensuring compliance with the requirements for security of personal data,
vii) make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in this DPA.
5. TECHNICAL AND ORGANISATIONAL SECURITY MEASURES
5.1. The Data Processor will implement and maintain throughout the term of the DPA and will procure its Sub-processors to implement and maintain through the term of the DPA, the appropriate technical and organisational security measures to protect personal data against accidental or unlawful destruction, loss, damage or alteration and against unauthorised disclosure, abuse or other processing in violation of the requirements of Data Protection Legislation.
5.2. The Data Processor will ensure that it and its Sub-processors involved in the processing of personal data at all times comply with the minimum data security requirements set out in Exhibit 2.
6. PERSONNEL
6.1. The Data Processor will procure that any personnel of the Data Processor required to access personal data have committed themselves to the obligation of confidentiality set out in the Agreement or are under a statutory obligation of confidentiality.
6.2. The Data Processor will procure that all personnel of the Data Processor required to access personal data are informed of the confidential nature of the personal data and the security procedures applicable to the processing of or access to the personal data.
6.3. The Data Processor’s personnel’s undertaking to abide by such confidentiality requirements will continue after the end term of this DPA.
7. ASSISTANCE TO THE DATA CONTROLLER
7.1 The Data Processor shall provide reasonable and timely assistance to Data Controller to enable Data Controller to respond to:
(i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and
(ii) any other correspondence, inquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. In the event that any such request, correspondence, inquiry or complaint is made directly to Data Processor, Data Processor shall promptly inform Data Controller providing full details of the same.
7.2 The Data Processor shall provide Data Controller with reasonable cooperation to enable Data Controller to conduct any data protection impact assessment that it is required to undertake under Applicable Data Protection Law.
8. THIRD PARTIES
8.1. With this DPA, the Data Processor has the Data Controller’s general authorisation for the engagement of third parties for the purpose of performing the obligations set out under the Agreement. The third parties, approved by the Data Controller by the signing of this DPA. The Data Processor shall.
- maintain an up-to-date list of its Third Parties on Data Processor’s website at www.tradeapps.co.uk (or any future website used by the Data Processor).
9. OBLIGATIONS OF THE DATA CONTROLLER
9.1. The Data Controller and the Data Processor will be separately responsible for conforming with the Data Protection Legislation as applicable to them.
9.2. The Data Controller shall be responsible, among others, for ensuring that the processing of personal data, which the Data Processor is instructed to perform, has a legal basis.
9.3. The Data Controller will inform the Data Processor in writing without undue delay following the Data Controller’s discovery of a failure to comply with Data Protection Legislation with respect to processing of personal data in accordance with this DPA.
9.4. The Data Controller shall be responsible for providing accurate and relevant contact details after entering into the Agreement and thereafter to assist in Data Processor’s notification obligations.
10. NOTIFICATION OF DATA BREACH
10.1. The Data Processor shall without undue delay, and no later than 36 hours, in writing, notify the Data Controller in case of any identified or potential breach of personal data processed under the DPA.
10.2. The notification referred to in section 10.1. must, to the extent possible:
i) describe the nature of the personal data breach including where possible (e.g., loss, theft, copying), the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned,
ii) communicate the name and contact details of the person with the Data Processor where more information can be obtained,
iii) describe the likely consequences of the personal data breach, and
iv) describe the measures taken or proposed to be taken by the Data Processor to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
11. DELETION AND RETURN OF PERSONAL DATA
12.1. Following the end term or termination of the Agreement, the Data Processor shall (at Data Controller’s election) destroy or return to Data Controller all Data in its possession or control. The Data Processor reserves the right after 90 days to delete personal data from all locations when the Data Controller has not elected either option. This requirement shall not apply to the extent that Data Processor is required by applicable law to retain some or all of the Data.
11.2. Upon the Data Controller’s request, the Data Processor shall certify in writing the destruction of the personal data.
11. LIABILITY
11.1. Each party’s liability for one or more breaches of this DPA shall be subject to the limitations and exclusions of liability set out in the Agreement. In no event shall either party’s liability for a breach of this DPA exceed the liability cap set out in the Agreement. Neither party limits nor excludes any liability that cannot be limited or excluded under applicable law (such as for fraud).
EXHIBIT 1: INFORMATION ABOUT THE PROCESSING
1. The purpose of the Data Processor’s processing of personal data on behalf of the Data Controller is:
The Data Processor is a digital certification software provider, assigned by the Data Controller to make available to the Data Controller software as a service for creation of certification, invoice & quotation documents. The content of this DPA reflects the limited amount of personal data the Data Processor handles for the Data Controller.
2. The processing includes the following types of personal data about data subjects:
Name, e-mail address, telephone number, address, Gas Safe Number, ID Card No or Electrical Reg No:
3. The processing includes the following type of special categories of data about data subjects:
None.
4. Processing includes the following categories of data subject:
Data Controller’s employees.
5. The Data Processor’s processing of personal data is in the following location(s), including name of country/countries of processing:
Trade Apps Ltd, Office 33, Princes Road, Dartford, Kent DA2 6HH
EXHIBIT 2: DESCRIPTION OF MINIMUM DATA SECURITY
1. Technical and organisational measures
Data Processor shall take reasonable measures to prevent physical access, such as secured buildings, to prevent unauthorised persons from gaining access to personal data.
2. System Access Controls
Data Processor shall take reasonable measures to prevent personal data from being used without authorisation. These controls shall vary based on the nature of the processing undertaken and may include, among other controls, authentication via passwords, documented authorisation processes, documented change management processes and/or logging of access on several levels.
3. Data Access Controls
Data Processor shall take reasonable measures to provide that personal data is accessible and manageable only by properly authorised staff, direct database query access is restricted, and application access rights are established and enforced to ensure that persons entitled to use a data processing system only have access to the personal data to which they have privilege of access. The Data Processor shall take reasonable measures to implement an access policy under which access to its system environment, to personal data and other data by authorised personnel only.
4. Transmission Controls Data Processor shall take reasonable measures to ensure that it is possible to check and establish to which entities the transfer of personal data by means of data transmission facilities is envisaged so personal data cannot be read, copied, modified or removed without authorisation during electronic transmission or transport.