Data Processing Addendum – Introduction
(A) The Company acts as a Data Controller.
(B) The Company 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 arrangement 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:
Definitions and Interpretation
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
“Agreement” means this Data Processing Addendum;
“Customer Personal Data” means any personal data processed by Antikytera E-Technologies Ltd. on behalf of The Company pursuant to or in connection with the Principal Agreement;
“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
“EEA” means the European Economic Area;
“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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
“GDPR” means EU General Data Protection Regulation 2016/679;
“Data Transfer” means:
- a transfer of Customer Personal Data from The Company to Antikytera E-Technologies Ltd.; or
- an onward transfer of Customer Personal Data from Antikytera E-Technologies Ltd. to a Sub-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);
“Service Data” means any data relating to the Customer Personal Data’s use, support and/or operation of the services, including information relating to activity logs or other information The Company generates using the services of Antikytera E-Technologies Ltd.
“Services” means the services that Antikytera E-Technologies Ltd. provides.
“Sub-processor” means any person appointed by or on behalf of Dataships to process Personal Data on behalf of The Company in connection with the Agreement.
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 accordingly.
Compliance of The Company
The Company represents and warrants that:
- It has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of Customer Personal Data and any processing instructions it issues to Antikytera E-Technologies Ltd.; and
- It has provided, and will continue to provide all consents, legitimate interests and rights necessary under Data Protection Laws for Antikytera E-Technologies Ltd. to process Customer Personal Data for the purposes described in the Agreement.
The Company shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which The Company acquired the Customer Personal Data. Without prejudice to the generality of the foregoing, The Company agrees that it shall be responsible for complying with all laws (including Data Protection Laws) applicable to the Services provided.
Processing of Customer Personal Data
Antikytera E-Technologies Ltd. shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and not Process Customer Personal Data other than as outlined in the Antikytera E-Technologies Ltd. Commercial Agreement. Antikytera E-Technologies Ltd. shall only process Customer Data for the Permitted Purposes, which shall include: (i) processing as necessary to provide the Service in accordance with the Agreement; (ii) processing initiated by Customer in its use of the Service; and (iii) processing to comply with any other reasonable instructions provided by Customer (e.g., via email or support tickets) that are consistent with the terms of the Agreement.
Antikytera E-Technologies Ltd. shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer 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, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Antikytera E-Technologies Ltd. shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
In assessing the appropriate level of security, Antikytera E-Technologies Ltd. shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
The Company agrees that Antikytera E-Technologies Ltd. may engage Sub-processors to Process Personal Data on its behalf. Antikytera E-Technologies Ltd. shall not appoint (or disclose any Customer Personal Data to) any Sub-processor that is not disclosed in the list of data sub-processors in the Antikytera E-Technologies Ltd. Privacy Centre. Antikytera E-Technologies Ltd. will notify The Company if any Sub-Processor is added or removed from the list.
Where Antikytera E-Technologies Ltd. engage Sub-processors, the same level of protection for Personal Data as those in this DPA will be imposed on the Sub-Processors, to the extent applicable to the nature of the services provided by such Sub-Processors.
Data Subject Rights
Taking into account the nature of the Processing, Antikytera E-Technologies Ltd. shall assist The Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of The Company obligations, as reasonably understood by The Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
Antikytera E-Technologies Ltd. shall notify The Company if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and support the fulfilment of that request.
Personal Data Breach
Antikytera E-Technologies Ltd. shall notify The Company without undue delay upon it becoming aware of a Personal Data Breach affecting Customer Personal Data, providing The Company with sufficient information to allow The Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
Antikytera E-Technologies Ltd. shall co-operate with The Company and take reasonable commercial steps as are directed by The Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Data Protection Impact Assessment and Prior Consultation
Antikytera E-Technologies Ltd. shall provide reasonable assistance to The Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which The Company 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 Customer Personal Data by, and taking into account the nature of the Processing and information available to Antikytera E-Technologies Ltd..
Antikytera E-Technologies Ltd. shall make available to The Company on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by The Company or an auditor mandated by The Company in relation to the Processing of the Customer Personal Data by Antikytera E-Technologies Ltd.
Information and audit rights of The Company only arise to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
Deletion or return of Customer Personal Data
Upon termination or expiration of the Agreement, Antikytera E-Technologies Ltd. shall delete or return to The Company all Customer Personal Data in its possession or control. This requirement shall apply except where Antikytera E-Technologies Ltd. is required by applicable law to retain some or all of the Customer Personal Data, or to Customer Personal Data which has been archived on back-up systems in line with Information Security requirements such as disaster recovery planning in ISO 27001 certification. Where Customer Personal Data has been archived on back-up systems, Antikytera E-Technologies Ltd. shall securely isolate this data, protect it from any further processing and eventually delete it in accordance with Antikytera E-Technologies Ltd. deletion policies, except to the extent required by applicable law.
If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected and that such transfers are made in compliance with the requirements of Data Protection Laws.
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:
- disclosure is required by law;
- the relevant information is already in the public domain.
Limitation of Liability
Each party’s liability arising out of or related to this DPA shall be subject to the exclusions and limitations of liability set forth in the Agreement. Any claims made against Antikytera E-Technologies Ltd. under or in connection with this DPA shall be brought solely by The Company that is part of the Agreement.
Relationship with the Agreement
This DPA shall remain in effect for as long as Antikytera E-Technologies Ltd. carries out processing operations on behalf of The Company or until termination of the Agreement.
The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Services.
In the event of any conflict or inconsistency between this DPA and the Antikytera E-Technologies Ltd. Subscription Agreement, the provisions of the following documents (in order of precedence) shall prevail: (i) this DPA; and then (ii) the Antikytera E-Technologies Ltd. Subscription Agreement.
Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.
Notwithstanding anything to the contrary in the Agreement (including this DPA), Antikytera E-Technologies Ltd. shall have a right to collect, use and disclose Service Data for its legitimate business purposes, such as: (i) for accounting, tax, billing, audit, and compliance purposes; (ii) to provide, develop, optimise and maintain the Services; (iii) to investigate fraud, wrongful or unlawful use of the Services; and/or (iv) as required by applicable law.
No one other than a party to this DPA have any right to enforce any of its terms.
This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.
Last updated on: 15 December 2022