Introduction to this Amendment
Processing personal data in a secure, fair, and transparent way is extremely important to us at SecureSheet. As part of this effort, we process personal data in accordance with the EU’s General Data Protection Regulation (“GDPR”) and the EU/US Privacy Shield principles (“Privacy Shield”).
To better protect individuals’ personal data, we are providing these terms to govern SecureSheet’s and your handling of personal data (the “Data Processing Amendment” or “DPA”). This DPA amends and supplements our Terms of Service (“ToS”) and requires no further action on your part.
It is important that all parties understand what data and whose data is protected under this DPA. Each party has respective obligations to protect personal data; therefore, the following definitions explain the scope of this DPA and the mutual commitments to protect personal data.
“SecureSheet”, “we”, “us”, or “our” refers to the provider of the SecureSheet website and services, (collectively referred to as the “SecureSheet Service.”).
“You” or “Customer” refers to the company or organization that signs up to use the SecureSheet Service.
“Party” refers to SecureSheet and/or the customer depending on the context.
“Personnel” refers to those individuals who are employed by or are under contract to perform a service on behalf of one of the parties.
“Data Subjects” refers to personnel who reside in the EU.
“Personal Data” is given the same meaning as in the GDPR which we summarize here as: any data relating directly or indirectly to an identifiable data subject. Personal data does not include any data that is anonymized, aggregated, de-identified and/or compiled on a generic basis and which does not name or identify a specific individual, directly or indirectly.
“Processing” is given the same meaning as in the GDPR, which we summarize as including: collecting, recording, using, storing, amending, adapting, disclosing, transferring or transmitting, structuring, using, combining, deleting or destroying, personal data (“Process” and “Processed” shall have similar meanings).
“Controller” is given the same meaning as in the GDPR, which we summarize as the party that determines the purposes and means of the processing of personal data. For purposes of this DPA, the customer is the controller.
“Processor” is the party that processes personal data on behalf of the controller. For purposes of this DPA, SecureSheet is the processor.
“Sub-processors” are third-party, independent contractors, vendors and suppliers who provide specific services and products related to the SecureSheet website and our services, such as hosting, document storage, and payment processing (“third-party” or “outside contractor” shall have similar meanings).
“Incident” means: (a) a complaint or a request with respect to the exercise of an individual’s rights under the GDPR; (b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or (c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach having taken place or being about to take place.
For the sake of readability, we do not use initial capitalization of defined terms in this DPA.
1. Undertakings regarding personal data
- Each party agrees that personal data shall be treated as confidential information under this DPA. In addition, each party shall at all times comply with applicable laws relating to data protection in the relevant jurisdiction with respect to each other’s personal data.
- Personal data shall remain the property of the disclosing party. SecureSheet acknowledges that customer is the controller and maintains control over data subjects’ personal data.
- SecureSheet agrees that:
- it will implement and maintain a reasonable and appropriate security program comprising adequate security, technical and organizational measures to protect against unauthorized, unlawful or accidental processing, use, erasure, loss or destruction of, or damage to, customer personal data, as described in SecureSheet’s Security Statement;
- it will not modify, alter, delete, publish or disclose any customer personal data to any third party, nor allow any third party to process such personal data on SecureSheet’s behalf unless the third party is bound to similar confidentiality and data handling provisions;
- only its personnel who “need-to-know” will be given access to customer personal data to the extent necessary to perform its obligations under the ToS. It shall provide adequate training to its staff and ensure that they comply with the obligations in this DPA; and
- it will process customer personal data only to the extent necessary to perform its obligations under the ToS, upon written instructions of the customer (only as mutually agreed upon), and in accordance with applicable laws.
- Upon termination of customer’s account, SecureSheet will delete, destroy, or anonymize the personal data in accordance with our Privacy Statement, normally no later than 60 days, unless we are required to retain personal data due to Union, Member State or United States laws, in which case SecureSheet reserves the right to retain personal data.
- SecureSheet is certified under the EU/US Privacy Shield Framework and, therefore, customer may transfer personal data from the EU to SecureSheet, as this transfer mechanism is deemed to be adequate for the purposes of GDPR. SecureSheet shall not transfer any customer personal data outside of the US or to other locations not deemed to be “adequate” under EU law without providing reasonable notice under the ToS to the customer, provided, however, that if the customer accesses the SecureSheet Service from a third country, the customer will be deemed to have notice of the transfer of its personal data to such country.
- In the event that i) SecureSheet is no longer certified under the Privacy Shield Framework or ii) the Privacy Shield Framework is, for any reason, no longer available or recognized under applicable law as adequate for transfers of personal data outside of the European Economic Area, SecureSheet agrees to execute, at customer’s direction, whatever standard contractual clauses for the transfer of personal data from the EEA to third countries (controller to processor) that the European Commission has, at that time, issued.
2. Customer undertakings and SecureSheet’s assistance
- Customer warrants that it has all necessary rights to provide to SecureSheet the personal data for processing in connection with the provision of the SecureSheet Service.
- To the extent required by applicable law, customer is responsible for ensuring that any data subject consents that may be necessary to this processing are obtained, and for ensuring that a record of such consents is maintained, including any consent to use personal data that is obtained from third parties. Should such consent be revoked by a data subject, customer is responsible for communicating the fact of such revocation to SecureSheet and updating the information provided to the SecureSheet Service accordingly.
- Customer understands, as a controller, that it is responsible (as between customer and SecureSheet) for:
- determining the lawfulness of any processing, performing any required data protection impact assessments, and accounting to regulators and individuals, as may be needed;
- making reasonable efforts to verify parental consent when data is collected on a data subject under 16 years of age;
- providing relevant privacy notices to data subjects as may be required in your jurisdiction, including notice of their rights and provide the mechanisms for individuals to exercise those rights;
- responding to requests from individuals about their data and the processing of the same, including requests to have personal data altered, corrected, or erased, and providing copies of the actual data processed;
- implementing appropriate technical and organizational measures to ensure and demonstrate processing in accord with this DPA;
- notifying individuals and any relevant regulators or authorities of any incident as may be required by law in the customer’s jurisdiction.
- SecureSheet shall assist the customer by implementing appropriate technical and organizational measures, insofar as this is reasonably and commercially possible (in SecureSheet’s sole determination and discretion), in fulfilling customer’s obligations to respond to individuals’ requests to exercise rights under the GDPR.
- The customer consents to SecureSheet engaging sub-processors of the categories identified in SecureSheet’s Privacy Statement to process customer personal data for the permitted purpose of providing products and services, provided that: (a) SecureSheet will maintain an up-to-date list of its sub-processors, which it will update with the details of any change in sub-processors at least 10 days prior to any change; and (b) SecureSheet will impose data protection terms on any sub-processor it engages with as required to protect customer’s personal data to the standard required by the GDPR. Customer may object to SecureSheet’s appointment or replacement, provided such objection is based on reasonable grounds related to data protection. In such event, SecureSheet will either not appoint or replace the sub-processor or, if that is not possible, customer may suspend or terminate the SecureSheet service.
- Customer shall have the right to request an independent audit of SecureSheet’s security measures no more than once per calendar year under the following terms:
- Any request for such an audit should be sent to SecureSheet at email@example.com.
- Following receipt by SecureSheet of such request, SecureSheet and customer will discuss and agree in advance on the reasonable start date, scope, and duration of the audit, as well as any security and confidentiality controls applicable to the audit.
- Customer will be responsible for any and all fees charged by any auditor appointed by customer to execute the audit, or in the event that customer conducts the audit itself as described in subparagraph (iv) below, customer will conduct such audit at its own expense.
- SecureSheet may object in writing to customer’s appointment of any auditor if the auditor is, in SecureSheet’s reasonable opinion, not suitably qualified or independent, a competitor of SecureSheet, or otherwise manifestly unsuitable. Any such objection will require customer to appoint another auditor or conduct the audit itself.
3. Incident Management
- When either party becomes aware of an incident that impacts the processing of personal data, it shall promptly notify the other about the incident and shall reasonably cooperate in order to enable the other party to perform a thorough investigation into the incident, to formulate a correct response, and to take suitable further steps in respect of the incident.
- Both parties shall at all times have in place written procedures which enable them to promptly respond to the other about an incident. Where the incident is reasonably likely to require a data breach notification under applicable laws, the party responsible for the incident shall notify the other no later than 24 hours of having become aware of such an incident.
- Any notifications made under this section shall be made to firstname.lastname@example.org (when made to SecureSheet) and to SecureSheet’s point of contact with customer (when made to customer), and shall contain:(i) a description of the nature of the incident, including, where possible, the categories and approximate number of individuals concerned and thecategories and approximate number of records concerned; (ii) the name and contact details of the point of contact where more information can be obtained; (iii) a description of the likely consequences of the incident; and (iv) a description of the measures taken or proposed to be taken to address the incident including, where appropriate, measures to mitigate its possible adverse effects.
Liability and Indemnity
- Each party indemnifies the other and holds them harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the indemnified party and arising directly or indirectly out of or in connection with a breach of this DPA.
5. Duration and Termination
- This DPA shall come into effect on August 13,2018 and shall continue until it is changed or terminated in accordance with the ToS.
- Termination or expiration of this DPA shall not discharge the parties from the confidentiality obligations herein.
List of Sub-processors
|Amazon Web Services, Inc.
|Wells Fargo & Company
|Rackspace US, Inc.
|Network Solutions, LLC