This Data Protection Addendum (“DPA”) is entered into between Customer (defined below) and one of the following Conversocial entities with whom you have an Agreement:
Conversocial (UK) Limited of 7-11 Cavendish Place, London W1G 0QD -or- Conversocial Inc., of 3 West 18th St (8th Floor), New York, NY10011 (individually or jointly referred to as “Conversocial”).
If there is a conflict or inconsistency between the DPA and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail to the extent of any inconsistency or conflict.
“Agreement” means any agreement between Conversocial and the Customer under which Services are provided by Conversocial to that Customer.
“Customer” means the customer that is identified in, and is a party to, the Agreement.
“Data Protection Legislation” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, and their member states, applicable to the processing of Personal Data under the Agreement, including from 25 May 2018 the GDPR.
“GDPR” means 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 (General Data Protection Regulation), and repealing Directive 95/46/EC.
“Personal Data” means all data which is defined as ‘Personal Data’ in the Data Protection Legislation and that is provided directly or indirectly by Customer to Conversocial, or accessed, stored or otherwise processed by Conversocial or its subprocessors (as applicable) for the purposes of delivering the Services to Customer.
"Processing", "Data Controller", "Data Processor", "Data Subject" and "Supervisory Authority" shall have the meanings ascribed to them in the Data Protection Legislation.
“Services” means the Services provided by Conversocial to the Customer according to the Agreement.
“Standard Contractual Clauses” means the Standard Contractual Clauses document attached as Exhibit B.
2.1 Scope and Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Data Controller, Conversocial is the Data Processor and that Conversocial may engage in sub-processors pursuant to the requirements set forth in Section 6 below.
2.2 Compliance with Laws. Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA, including all Data Protection Legislation.
2.3 Processing Instructions. Conversocial will process Customer Data in accordance with the Agreement; and with the Customer’s reasonable written instructions, where such instructions are consistent with the terms of the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects processed under this DPA are described in Exhibit A to this DPA. Conversocial will immediately inform Customer if, in Conversocial’s opinion, its instructions infringe Data Protection Legislation (including the GDPR).
The Standard Contractual Clauses will apply to all processing of Personal Data by Conversocial where the Personal Data is transferred from the European Economic Area (EEA) to outside the EEA, either directly or via onward transfer, to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the Data Protection Legislation), and not covered by a suitable framework recognized by the relevant authorities or courts as providing an adequate level of protection for personal data.
4.1 Security. Conversocial shall maintain appropriate technical and organizational measures for protection of the security, confidentiality and integrity of Customer Data (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), according to the measures set forth on Appendix 2 of Exhibit B. Conversocial shall provide reasonable assistance to the Customer in relation to (i) the Customer's obligations under Data Protection Legislation with respect to data protection impact assessments (as such term is defined in the GDPR); (ii) notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Security Incident; and (iii) the Customer’s compliance with its obligations under the GDPR with respect to the security of processing.
4.2 Audit. Conversocial uses external auditors to verify the adequacy of its security measures. This audit: (a) will be performed at least annually; (b) will be performed according to ISO27001 standards or such other standards that are comparable to ISO27001; (c) will be performed by an independent third party at Conversocial’s selection and expense. Conversocial shall provide reasonable assistance to the Customer in relation to (i) the Customer's obligations under Data Protection Legislation with respect to: data protection impact assessments (as such term is defined in the GDPR); (ii) notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Security Incident; and (iii) the Customer’s compliance with its obligations under the GDPR with respect to the security of processing.
4.3 Audit Procedure. Customer may exercise its audit right granted under the Standard Contractual Clauses by requesting audit information under clause 4.2 above. On request, Conversocial will provide Customer with a summary of its most recent audit results.
4.4 Records. Conversocial shall, in accordance with Data Protection Legislation, make available to the Customer such information in Conversocial’s possession or control as the Customer may reasonably request with a view to demonstrating Conversocial’s compliance with the obligations of data processors under Data Protection Legislation in relation to its processing of Personal Data.
4.5 Return and deletion. As soon as reasonably practicable following, and in any event within ninety (90) days of, termination or expiry of the Agreement or completion of the Services, Conversocial will delete or return to the Customer (at the Customer's direction) all Personal Data (including copies thereof) processed pursuant to this DPA.
4.6 Personnel. Conversocial shall ensure its personnel involved in the processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training regarding their responsibilities, and have executed written confidentiality agreements. Conversocial shall ensure that access to Personal Data is limited to personnel involved in the performance of the Services. Conversocial shall take commercially reasonable steps to ensure the reliability of any Conversocial personnel engaged in the Processing of Personal Data.
Conversocial maintains security incident response policies and procedures and shall, to the extent permitted by law, (a) promptly notify the Customer of any actual or reasonably suspected 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, of which Conversocial becomes aware (a “Security Incident”); (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident; and (c) provide commercially reasonable cooperation and assistance during such investigation to remediate such occurrence.
6.1 Subcontracting. Customer agrees that Conversocial hosts the Service on Amazon Web Services and its affiliates as subcontractors to fulfill its contractual obligations under this DPA. Customer grants a general authorization to Conversocial to appoint other members of the Conversocial group as sub-processors and to appoint third party data center operators and third party vendors solely to the extent required to fulfil its obligations under the DPA, subject to Conversocial’s compliance with the obligations under this Clause 6.
6.2 Subcontractor Obligations. In the event that Conversocial authorizes any subcontractor to process the Customer Data, (i) Conversocial shall restrict the subcontractor’s access to Customer Data only to the extent necessary to provide the Service and not for any other purpose; (ii) Conversocial shall impose appropriate contractual obligations upon the subcontractor, including relevant contractual obligations regarding confidentiality, data protection, data security, and audit rights; and (iii) Conversocial remains responsible for its compliance with the DPA and for any acts or omissions of the subcontractor that cause Conversocial to breach any of Conversocial’s obligations under this DPA.
6.3 Objection Right to New Sub-Processors. Conversocial will maintain a list of sub-processors and will add the names of new and replacement sub-processors to the list prior to them starting sub-processing of Personal Data. If the Customer has a reasonable objection to any new or replacement sub-processor, it shall notify Conversocial of such objections in writing within ten (10) days of the notification and the parties will seek to resolve the matter in good faith. If Conversocial is able to provide the Services to the Customer in accordance with the Agreement without using the sub-processor and decides in its discretion to do so, then the Customer will have no further rights under this Section in respect of the proposed use of the sub-processor. If Conversocial requires to use the sub-processor and is unable to satisfy the Customer (acting reasonably) as to the suitability of the sub-processor or the documentation and protections in place between Conversocial and the sub-processor within sixty (60) days from the Customer's notification of objections, the Customer may within thirty (30) days of the end of the sixty-day period referred to above terminate the Agreement only in relation to the Services to which the proposed new sub-processor's processing of Personal Data relates or would relate by providing written notice to Conversocial having effect thirty (30) days after receipt by Conversocial. Conversocial will refund to the Customer any prepaid fees covering the remainder of the term of the Agreement following the date of termination.
Where the Customer, based on applicable Data Protection Legislation, receives a request from a Data Subject to access, rectify or erase that person’s Personal Data or if a Data Subject objects to the processing of, or makes a data portability request in respect of, such Personal Data (“together Data Subject Request"), Conversocial shall provide commercially reasonable assistance to the Customer, provided that Customer has instructed Conversocial to do so and Customer reimburses Conversocial for the costs arising from such assistance. Conversocial will not independently respond to requests from Customer’s end users without Customer’s prior written consent, except to confirm that the request relates to the Customer.
8.1 Entire Agreement. Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this DPA, this DPA shall apply.
8.2 Counterparts. This DPA may be executed in two or more counterparts, each of which will be deemed an original and which taken together will be deemed to constitute the same document. The parties may sign this DPA by email or facsimile.
8.3 Severability. If any provision of this DPA is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
1. Subject Matter
The subject matter is the performance of Services pursuant to the agreement.
2. Duration of Processing
Unless otherwise agreed upon in writing, Conversocial will Process Personal Data for the duration of the Agreement.
3. Categories of Data Subjects
The data subjects include the Customer’s customers and end-users.
4. Types of Personal Data
The personal data which is sent to and from social media accounts by the Customer and end users.
5. Processing Operations
Management of customer service communications across social media platforms such as Twitter, Facebook and other communication channels (as the case may be).
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
The entity identified as “Customer” in the DPA
(the “data exporter”)
(the “data importer”)
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
The data exporter is the entity identified as the “Customer” in the DPA.
The data importer is Conversocial.
The data subjects include the data exporter’s customers and end-users.
Categories of data
The personal data which is sent to and from social media accounts by the data exporter and end users.
The personal data transferred will be subject to the following basic processing activities (please specify):
Management of customer service communications across social media platforms such as Twitter, Facebook and other communication channels (as the case may be).
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Data importer shall undertake appropriate technical and organisational security measures (“TOMs”) to protect personal data against the unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. These measures should take into account available encryption technology and the costs of implementing the specific measures and must ensure a level of security appropriate to the harm that might result from a breach of security and the nature of the data to be protected.
The IT control environment of the data importer is based upon industry-accepted concepts, providing for multiple layers of preventive and detective controls, working in concert to provide for the overall protection of data importer’s computing environment and data assets. Data importer has the following measures in place:
1. Access control to premises and facilities
Technical and organizational measures to control access to premises and facilities, particularly to check authorization:
Utilizing various physical security controls such as ID cards, keys, alarm systems, and door locking to restrict physical access to office facilities. This program is audited annually.
2. Access control to systems and data
Technical (ID/password security) and organizational (user master data) measures for user identification and authentication:
Utilizing password complexity requirements for access to all on-premises and cloud-based platforms. In addition, all user access is established on a role basis and requires user management, system or H/R approval, depending on use. User access and supporting processes for sensitive platforms is subject to periodic review basis. For access to production systems authorized, user accounts require 2 step authentication, or to use an auth provider that has two step access enabled.
3. Disclosure control
Measures to transport, transmit and communicate or store data on data media (manual or electronic) and for subsequent checking:
Requirements on employees and other relevant staff to utilize industry-standard authentication and secure communication mechanisms with production and other cloud services.
4. Input control
Measures for subsequent checking whether data have been entered, changed or removed (deleted), and by whom:
Logging is activated in production and all data actions in the application are logged.
5. Job control
Measures (technical/organizational) to segregate the responsibilities between the Controller and the Processor:
All data processed by data importer are in strict compliance with the contract and agreement signed with the customers.
6. Separation control
Measures to provide for separate processing (storage, amendment, deletion, transmission) of data for different purposes:
Utilization of segregation requirements between production, testing and development environments of sensitive platforms, including restrictions on the level of data available to each environment. In multi-tenant environment, each customer’s data are logically segregated/separated.
7. Availability control
Measures to assure data security (physical/logical):
Regular backups are conducted in a periodic manner to safeguard data. Utilization of local and/or cloud-based mechanisms to ensure data availability. Additionally, hosting provider is subject to periodic 3rd party evaluation of operating effectiveness for significant controls ensuring data availability.
8. Further technical measures
Further measures include:
Regular IT control evaluation by audit (internal and/or external), on an as-needed basis.