On 25 May 2018, the European Union’s General Data Protection Regulation (GDPR) took effect. It is one of the most important international legislative changes in data protection in decades. The purpose of the regulation is to increase the individual’s rights to manage and process their personal data and to harmonise legislation within the European Union.
Leadoo is firmly committed to the Data Protection Regulation and we have been studying it’s content and impact. In addition to complying with the regulation ourselves, it is important for us to help our customers with their compliance efforts. This goal will be achieved through training, instruction, and technical development of our software.
Leadoo’s updated GDPR compliant terms come to force on the 1st of May 2020. By using Leadoo you agree to comply with this data protection agreement.
This DPA has been entered into in connection with the agreement concerning the provision of Leadoo’s services entered into between the Parties two parties (“Service Agreement”) and this DPA sets additional requirements and details regarding the Supplier’s handling of personal information relating to the Customer’s employees, contractors, partners or other parties (“Personal Data”) on behalf of the Customer in accordance with and as required by the Service Agreement. Subject-matter, nature and purpose of the Processing are defined and agreed under the Service Agreement.
The DPA shall form an integral part of the Service Agreement, meaning that applicable parts of the Service Agreement (including its provisions on governing law and dispute resolution) shall apply also to this DPA. However, in the event of a conflict, the provisions of this DPA shall prevail over the provisions of the Service Agreement.
Personal Data will be processed by the Supplier for the duration of the Service Agreement unless a longer or shorter period is agreed between the Parties in the Service Agreement or elsewhere in writing.
For each event, Customer shall define what data is to be collected. Regarding each event, Supplier shall collect and store the processed data as defined by Customer. This type of data may include, for example, person’s name, required contact information, and as well as other necessary additional information needed for registration, using the service, and payment. The responsibility of defining this information is on Customer alone.
Details may be further specified under the Service Agreement.
The capitalized terms used herein shall have the meaning ascribed to them below or in the text of this DPA.
“Affiliate” shall mean any legal entity which is directly or indirectly owned or controlled by a Party or directly or indirectly owning or controlling a Party or under the same direct or indirect ownership or control as a Party for so long as such ownership or control lasts.
“Data Protection Laws” shall mean EU Data Protection Regulation (2016/679) and the data protection laws under the governing law of the Service Agreement applicable to the Processing hereunder from time to time. The Parties acknowledge and agree that in the time period prior to the EU Data Protection Regulation (2016/679) becoming applicable (expected on 25 May 2018), interpretation of this DPA shall be based on applicable data protection laws under the governing law of the Service Agreement.
“Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an 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 that natural person.
“Personal Data Breach” shall mean a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed hereunder.
“Processing” shall 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, of Personal Data.
“Sub-Processor” shall mean a processor contracted by the Data Processor to perform Processing hereunder, in part or in whole, on the Data Processor’s behalf.
Both Parties shall be responsible to ensure that the Processing is made in accordance with the Data Protection Laws which apply to each Party as well as good data processing practices.
Unless otherwise agreed, the Data Processor shall have the right to invoice any costs resulting from the above assistance under 5) and 6) above in accordance with the Data Processor’s prevailing price list.
Both Parties shall implement and maintain appropriate technical and organisational measures to protect the Personal Data, taking into account:
The Data Controller shall inform Data Processor of all issues (including but not limited to risk assessment and the inclusion of special categories of Personal Data) related to the Personal Data provided by the Data Controller which affect the technical and organizational measures that should be employed under this DPA.
The Data Processor may from time to time use Sub-Processors to process the Personal Data hereunder. Sub-Processor(s) used in the provision of Services are listed in the Service Agreement. Sub-Processors agreed and used under the existing Services and Service Agreement shall be considered approved Sub-Processors. The companies listed on Leadoo’s website are approved Sub-Processors at the time of entering into the Service Agreement.
Such use will be under written contract and the Data Processor will require the Sub-Processor to comply with the data protection obligations applicable to the Data Processor under this DPA or obligations which provide for the same level of data protection. The Data Processor will be liable for its Sub-Processor’s actions as for its own.
The Data Controller agrees that the Data Processor has a general consent to use the Data Processor’s Affiliates as Sub-Processors when Processing Personal Data.
The Data Processor will inform the Data Controller in advance on any intended changes concerning the addition or replacement of Sub-Processors.
The Data Processor will only transfer Personal Data out of the territory of the member states of the European Union, the European Economic Area, or other countries which the European Commission has found to guarantee an adequate level of data protection (collectively, the “Approved Jurisdictions”) with the Data Controller’s prior written consent.
The data from outside of EU may be transferred to EU, processed and may be transferred back to any country / area.
If required by applicable legislation, the Data Processor shall enter into relevant contractual arrangements with required parties (including with the Data Controller itself or any of the Data Controller’s Affiliates) for the lawful transfer of Personal Data from the Approved Jurisdiction to third countries.
Such contractual arrangements shall be carried out in accordance with the standard data protection clauses adopted or approved by the European Commission (“Standard Contractual Clauses”). As an alternative to entering into the Standard Contractual Clauses, the Data Processor may rely upon an alternative transfer safeguard permitting and providing for the lawful transfer of Personal Data outside of the Approved Jurisdictions, provided that such safeguard is in compliance with applicable legislation.
In case of conflict between the Standard Contractual Clauses or any other alternative transfer safeguard permitting the lawful transfer of Personal Data outside the Approved Jurisdictions and the DPA, the Standard Contractual Clauses or such alternative framework shall always take precedence over the Service Agreement and this DPA.
The Data Processor shall without undue delay (24h) notify the Data Controller if it, or one of its Sub-Processors, becomes aware of a Personal Data Breach. Information shall be provided to the contact person named by the Data Controller, if not otherwise agreed between the Parties.
The Data Processor shall without undue delay inform the Data Controller of the circumstances giving rise to the Personal Data Breach, and any other related information reasonably requested by the Data Controller and available to the Data Processor.
Additionally, to the extent it is available, the Data Processor shall provide to the Data Controller the following information:
The Data Controller and its customers whose data may be processed hereunder shall be entitled to audit the Data Processor’s performance of its Processing obligations under this DPA (“Audit”).
The Data Controller shall use external auditors who are not competitors of the Data Processor, to conduct such an Audit. The Parties shall agree well in advance on the time and other details relating to the conduct of such Audits.
The Audit shall be conducted in such a manner that the Data Processor’s undertakings towards third parties (including but not limited to the Data Processor’s customers, partners and vendors) are in no way jeopardized. All the Data Controller’s representatives or external auditors participating in the Audit shall execute customary confidentiality undertakings towards the Data Processor.
The Data Processor shall always allow any relevant regulatory authority supervising the Data Controller’s business to conduct Audits of the Data Processor’s operations, in which case relevant parts of the Parties’ agreement hereunder shall apply.
The Data Controller shall bear all Audit expenses, and compensate the Data Processor for any and all costs incurred as a result of the Audit.
The Data Processor shall:
In case data subjects or governmental authorities make a request concerning Personal Data, the Data Processor shall, as soon as reasonably possible, inform the Data Controller about such requests before providing any response or taking other action concerning the Personal Data.
In case any applicable authority prescribes an immediate response to a disclosure request, the Data Processor shall inform the Data Controller as soon as reasonably possible, unless the Supplier is prohibited by mandatory law or authority order to disclose such information.
The limitations of liability set out under the Service Agreement shall apply also to this DPA.
The Parties agree that the general principle of division of responsibilities between the Parties relating to administrative fines imposed by any relevant supervisory authority or claims by data subjects under this DPA is based on the principle that the respective Party needs to fulfill its own obligations under the Data Protection Laws. Hence, any administrative fines imposed or damages ordered should be paid by the Party that has failed in its performance of its legal obligations under the Data Protection Laws, as decided by the relevant supervisory authority or competent court authorized to impose such fines or damages. Therefore, the limitations of liability set out under the Service Agreement shall not, however, apply such fines.
This DPA shall be in effect as long as the Parties have Service Agreements between them in force.
All provisions which by nature are intended to survive the termination of this DPA shall remain in full force and effect regardless of the termination of this DPA.