This Data Processing Agreement (“Agreement”) forms part of the contract for services between you or your organisation (“Client”) and PJW International Limited (“Data Processor”) a company registered in England and Wales; Company Number: 12493918 otherwise, “We”, “Us” and “Our”, together as (“The Parties”) .
WHEREAS
(A) The Client acts as a Data Controller.
(B) The Client wishes to subcontract certain Services, which imply 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 in relation to data processing and with the 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 lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions
- Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalised terms and expressions used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;
1.1.2 "Client Personal Data" means any Personal Data processed by a Contracted Processor on behalf of the client pursuant to or in connection with the Principal 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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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 EU General Data Protection Regulation 2016/679;
1.1.8 "Data Transfer" means:
1.1.8.1 A transfer of Client Personal Data from the client to a Contracted Processor; or
1.1.8.2 An onward transfer of Client Personal Data from a Contracted Processor to a Subcontracted 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 services the Client provides.
1.1.10 "Sub processor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Client 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 their cognate terms shall be construed according
2. Processing of Client Personal Data
2.1 Processor shall:
2.1.1 Comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
2.1.2 Not Process Client Personal Data other than on the relevant Client’s documented instructions.
2.2 The Client instructs Processor to process Client Personal Data
3. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Client’s Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client’s Personal Data, as strictly necessary for the purposes of the Principal 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.
Contact information, ultimately determined by the Client at its discretion. Common information includes name, email, company, job title, or any other electronic data received during the usage of the services.
4. Security
Processor will maintain appropriate organisational and technical security measures to prevent Client Personal Data being accidentally lost, destroyed or damaged, processed unlawfully or on an unauthorised basis , appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
Processor will be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Processor personnel with respect to Client Personal Data.
5. Sub processing
Processor shall be entitled to engage sub-processors to fulfil its obligations in the Agreement only with the Client’s written consent. For these purposes, the Client consents to the engagement as sub-processors of Processor’s affiliated companies. For the avoidance of doubt, the above authorisation constitutes the Clients prior written consent to the sub-processing by Processor for purposes of the Data Protection Law.
Where we engage sub-processors, the sub-processing shall be carried out in accordance with the Data Protection Law and with at least the same level of protection for the Processing of Personal Data as Processor under this DPA.
6. Data Subject Rights
Processor will provide reasonable assistance, including by appropriate technical and organisational measures and taking into account the nature of the Processing, to enable Client to respond to any request from a Data Subject. If such request is made directly to Processor, we will promptly inform Client and will advise the Data Subject to submit their request to the Client.
7. Personal Data Breach
Processor will without undue delay of a Personal Data breach (which has the meaning given to it in the Data Protection Law) notify the Client about any suspicion or finding of breach of security that results in accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by the Processor under the agreement.
8. Data Protection Impact Assessment and Prior Consultation
Processor shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required by 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 Client Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or return of Client Personal Data
At the written direction of the Client, where the Client is sole Data Controller, Processor shall delete or return Personal Data to the Client on termination of the Agreement unless Processor is required by law to store the Personal Data.
10. Audit rights
10.1 Subject to this section 10, Processor shall make available to the Client on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client’s Personal Data by the Contracted Processors.
10.2 Information and audit rights of the Client only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data Transfer
11.1 The Processor may not transfer or authorise the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Client. Processor shall ensure that the transfer is made in accordance with the Data Protection Law and that the organisations to which the Personal Data is transferred ensure an adequate level of protection.
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 given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of England and Wales.
13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales, subject to possible appeal to the Supreme Court of the United Kingdom in London.
IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.
Client Company
Signature ______________________________
Name: ________________________________
Title: _________________________________
Date Signed: ___________________________
Processor Company
Signature ______________________________
Name _________________________________
Title __________________________________
Date Signed ____________________________
If you require a signed copy of this agreement, please email us at info@pjwintl.com