Revelate Data Processing Agreement DPA

This appendix constitutes an integrated part of the Agreement between Revelate and the Customer (as set out in the Agreement). Definitions used in this data processing agreement (the “DPA”) shall have the same meaning as the definitions used in the General Terms and Conditions.

  1. PARTIES‍

Revelate and the Customer are collectively referred to as the “Parties” and individually as a “Party”.

The “Data Controller” in this DPA is referring to the Customer.

The “Processor” and the “Data Processor” in this DPA is referring to Revelate. 

  1. BACKGROUND

The Parties have previously, or in conjunction with this DPA, entered into an agreement (the Agreement) in which the Data Controller accepts Revelate’s General Terms & Conditions.

The Customer wishes to subcontract certain services, which imply the processing of personal data, to the Data Processor.

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).

  1. DEFINITIONS AND INTERPRETATIONS‍

Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:

"Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of the Customer pursuant to or in connection with the Agreement;

"Contracted Processor" means a Subprocessor;

"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

"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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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;

"Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the DPA.

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.

  1. PROCESSING OF COMPANY PERSONAL DATA‍
    The Processor shall:
    1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
    2. not Process Company Personal Data other than on the relevant Customer’s documented instructions.

The Customer instructs the Processor to process the Company Personal Data.

  1. PROCESSOR PERSONNEL

The 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 Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know or need to have access to the relevant Company Personal Data, as strictly necessary for the purposes of the 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.

  1. SECURITY

Taking into account 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, Processor shall in relation to the Company 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, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

  1. SUBPROCESSING

Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Customer.

  1. DATA SUBJECT RIGHTS

Taking into account the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer obligations, as reasonably understood by the Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

Processor shall:

  1. promptly notify the Customer if it receives a request from a Data Subject under any Data Protection Law in respect of the Company Personal Data; and
  2. ensure that it does not respond to that request except on the documented instructions of the Customer or as required by applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by applicable Laws Data Processing Agreement — Your Company inform the Customer of that legal requirement before the Contracted Processor responds to the request.

  1. PERSONAL DATA BREACH

Processor shall notify the Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing the Customer with sufficient information to allow the the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

Processor shall co-operate with the Customer and take reasonable commercial steps as are directed by the Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

  1. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the Customer 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

  1. DELETION OR RETURN OF COMPANY PERSONAL DATA

Subject to this section the Processor shall promptly and in any event within 10 business days of the date of cessation of any services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.

The Processor shall provide written certification to the Customer that it has fully complied with this section within 10 business days of the Cessation Date.

  1. AUDIT RIGHTS

Subject to this section, Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Company Personal Data by the Contracted Processors.

Information and audit rights of the Customer only arise under section 11.1 to the extent that the DPA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

  1. LIABILITY

The Data Controller shall be liable for the damage caused by Processing that infringes the GDPR. The Processor shall be liable for the damage caused by Processing only where it has not complied with obligations of the GDPR specifically directed to Processors or where it has acted outside or contrary to lawful instructions of the controller.

  1. DATA TRANSFER

The Processor may not transfer or authorize the transfer of data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Customer. If personal data processed under this DPA is transferred from a country within the EEA to a country outside the EEA, the Parties shall ensure that the personal data is adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

  1. GENERAL TERMS

Confidentiality. Each Party must keep this DPA and information it receives about the other Party and its business in connection with this DPA (“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.

Notices. All notices and communications given under this DPA 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 DPA at such other address as notified from time to time by the Parties changing address.

  1. GOVERNING LAW AND JURISDICTION

This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement unless required otherwise by Data Protection Laws.