Data Processing Amendment (DPA)

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”).

To better protect individuals’ personal data, we are providing these terms to govern SecureSheet’s and your handling of personal data. This DPA amends and supplements our Terms of Use found at website that the Parties have agreed to (the “Agreement”).

Definitions

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

    1. 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.
    2. 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.
    3. SecureSheet agrees that:
      1. 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;
      2. 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;
      3. 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 Agreement. It shall provide adequate training to its staff and ensure that they comply with the obligations in this DPA; and
      4. it will process customer personal data only to the extent necessary to perform its obligations under the Agreement, upon written instructions of the customer (only as mutually agreed upon), and in accordance with applicable laws.
    4. Upon termination of customer’s account, SecureSheet will delete, destroy, or anonymize the personal data in accordance with our Privacy Policy, normally no later than 30 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.
    5. Customer and SecureSheet agree to Schedule 1 (the Standard Contractual Clauses), Annex 1, Annex 2 and Annex 3 that follow this agreement and is incorporated into, and made a part of, this DPA.
  2. Customer undertakings and SecureSheet’s assistance

    1. 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.
    2. 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.
    3. Customer understands, as a controller, that it is responsible (as between customer and SecureSheet) for:
      1. determining the lawfulness of any processing, performing any required data protection impact assessments, and accounting to regulators and individuals, as may be needed;
      2. making reasonable efforts to verify parental consent when data is collected on a data subject under 16 years of age;
      3. 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;
      4. 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;
      5. implementing appropriate technical and organizational measures to ensure and demonstrate processing in accord with this DPA;
      6. notifying individuals and any relevant regulators or authorities of any incident as may be required by law in the customer’s jurisdiction.
    4. 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.
    5. The customer consents to SecureSheet engaging sub-processors of the categories identified in SecureSheet’s Privacy Policy 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.
    6. 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:
      1. Any request for such an audit should be sent to SecureSheet at support@securesheet.com.
      2. 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.
      3. 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.
      4. 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

    1. 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.
    2. 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.
    3. Any notifications made under this section shall be made to support@securesheet.com (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 the categories 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.
  4. Liability and Indemnity

    1. 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

    1. This DPA shall come into effect on the date on which customer executes it and shall continue until it is changed or terminated in accordance with customer’s Agreement.
    2. Termination or expiration of this DPA shall not discharge the parties from the confidentiality obligations herein.

 

SCHEDULE 1

STANDARD CONTRACTUAL CLAUSES (CONTOLLER TO PROCESSOR)

Between SecureSheet Technologies, LLC, a Delaware limited liability company, with offices at 4030 Wake Forest Rd., Suite 300, Raleigh, NC 27609 (herein after the “data importer”), and Licensee as defined on the SecureSheet Terms of Use found at website (herein after the “data exporter”), each a Party; together the Parties.

 

SECTION I

  1. Purpose and scope
    1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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) for the transfer of personal data to a third country.
    2. The Parties:
      1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
      2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”) have agreed to these standard contractual clauses (hereinafter “Clauses”).
    3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
    4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
  2. Effect and invariability of the Clauses
    1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
    2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
  3. Third-party beneficiaries
    1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
      1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
      2. Clause 8 – Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
      3. Clause 9 – Clause 9(a), (c), (d) and (e);
      4. Clause 12 – Clause 12(a), (d) and (f);
      5. Clause 13;
      6. Clause 15.1(c), (d) and (e);
      7. Clause 16(e);
      8. Clause 18 – Clause 18(a) and (b).
    2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
  4. Interpretation
    1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
    2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
    3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
  5. Hierarchy
    In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
  6. Description of the transfer(s)
    The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

 

SECTION II – OBLIGATIONS OF THE PARTIES

  1. Data Protection Safeguards
    The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

    1. 7.1 Instructions
      1. The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
      2. The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
      3. The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
      4. The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.
    2. 7.2 Purpose limitation
    3. The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
    4. 7.3 Transparency
    5. On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
    6. 7.4 Accuracy
    7. If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
    8. 7.5 Duration of processing and erasure or return of data
    9. Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
    10. 7.6 Security of processing
      1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
      2. The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
      3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
      4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
    11. 7.7 Sensitive data
    12. Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.
    13. 7.8 Onward transfers
    14. The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
      1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
      2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
      3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
      4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

      Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

    15. 7.9 Documentation and compliance
      1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
      2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.
      3. The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
      4. The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
      5. Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
      6. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
      7. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
  2. Use of sub-processors
    1. GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
    2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
    3. The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
    4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
    5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
  3. Data subject rights
    1. The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
    2. The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
    3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.
  4. Redress
    1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
    2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
    3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
      1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
      2. refer the dispute to the competent courts within the meaning of Clause 18.
    4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
    5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
    6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
  5. Liability
    1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
    2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
    3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
    4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
    5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
    6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
    7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
  6. Supervision
    1. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
    2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

 

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

  1. Local laws and practices affecting compliance with the Clauses
    1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
    2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
      1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
      2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
      3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
    3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
    4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
    5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). The data exporter shall forward the notification to the controller.
    6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
  2. Obligations of the data importer in case of access by public authorities
    1. Notification
      1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
        1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
        2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
      2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
      3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
      4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
      5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
    2. Review of legality and data minimisation
      1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
      2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. The data exporter shall make the assessment available to the controller.
      3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

 

SECTION IV – FINAL PROVISIONS

  1. Non-compliance with the Clauses and termination
      1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
      2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
      3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
        1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
        2. the data importer is in substantial or persistent breach of these Clauses; or
        3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

    In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

    1. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
    2. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
  2. Governing law
    These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).
  3. Choice of forum and jurisdiction
    1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
    2. The Parties agree that those shall be the courts of _____ (specify Member State).
    3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
    4. The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX 1

  1. List of Parties

    Data exporter:
    Name: __________________________
    Address: __________________________
    Contact person’s name, position and contact details:Activities relevant to the data transferred under these Clauses:

    Signature and date:
    _____________________
    _____________________
    Role (controller/processor): controller

    Data importer:
    Name: SecureSheet Technologies, LLC
    Address: 4030 Wake Forest Rd., Suite 300, Raleigh, NC 27609
    Contact person’s name, position and contact details:
    Mark Byrd, Managing Member, mbyrd@securesheet.com

    Activities relevant to the data transferred under these Clauses:
    Processor of imported data to store and analyze it within the SecureSheet application

    Personally Identifiable Information is stored within SecureSheet’s application and analysis is performed on the information to provide client with insights on employee compensation.

    Signature and date:
    _____________________
    _____________________

    Role (controller/processor): processor

  2. Description of TransferCategories of data subjects whose personal data is transferred:
    Application User Information
    Client Employee Information

    Categories of personal data transferred:
    Email, SecureSheet application login information, name, Client provided identification number, salary, employee evaluation information

    The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
    Continuous
    Nature of the processing:
    Personally Identifiable Information is stored within SecureSheet’s application and analysis is performed on the information to provide client with insights on employee compensation.

    Purpose(s) of the data transfer and further processing:
    To enable use of SecureSheet’s application and insights

    The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
    Data is retained for one month beyond length of the Clients engagement with SecureSheet. Backups are likewise kept for one month from the point of the backup.

    For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
    SecureSheet’s application, including client data is hosted on Amazon Web Services systems. Initial Client data may be provided via Dropbox.

  3. Competent Supervisory Authority
    Identify the competent supervisory authority/ies in accordance with Clause 13:
    _______________________________

ANNEX 2 – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

  • Any relevant certifications
    • NIST 800-53
    • SOC 2 Type I
    • SOC 2 Type II
  • Measures of pseudonymisation and encryption of personal data
    • In-transit – browser encryption using current TLS version
    • At-rest – encrypted SQL Server databases
    • Backups – encrypted SQL Server backups
    • Support workstations – encrypted disk storage
  • Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
    • SecureSheet provides Security Awareness Training of all personnel
    • SecureSheet mandates confidentiality agreements of all personnel
    • Independent Risk Assessments (NIST 800)
    • Independent Security Audits (SOC2)
    • SecureSheet maintains multiple redundant application servers
    • SecureSheet maintains mirrored databases with automatic failover
  • Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
    • SecureSheet has Business Continuity and Data Recovery Policies
    • SecureSheet maintains multiple redundant application servers
    • SecureSheet maintains mirrored databases with automatic failover
    • SecureSheet runs daily backups with off-site backup storage
    • SecureSheet provides for Client initiated “on-demand” exports at any time
  • Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing
    • SecureSheet maintains 24/7 Event and Vulnerability Monitoring
    • SecureSheet maintains Anti-Virus/Malware protection
    • SecureSheet Conducts annual penetration tests
  • Measures for user identification and authorization
    • Securesheet maintains a Single Sign On SAML 2.0 system
  • Measures for the protection of data during transmission
    • SecureSheet uses browser encryption using the current TLS version
  • Measures for the protection of data during storage
    • SecureSheet uses encrypted database storage
    • SecureSheet maintains mirrored databases with automatic failover
    • SecureSheet maintains multi-location backups
  • Measures for ensuring physical security of locations at which personal data are processed
    • Data is secured at secure data centers provided by Amazon Web Services
  • Measures for ensuring events logging
    • SecureSheet maintains automated logging and event monitoring via Armor Anywhere platform
  • Measures for ensuring system configuration, including default configuration
    • SecureSheet has Network Configuration and Server Hardening policies
    • SecureSheet regularly has independent auditing and penetration testing conducted
    • SecureSheet maintains secure and tested AWS AMI images
  • Measures for internal IT and IT security governance and management
    • SecureSheet provides security awareness training
    • SecureSheet has Acceptable Use and Password Policies
  • Measures for certification/assurance of processes and products
    • Annual Risk Assessments
    • Annual SOC 2 Audits
    • Annual Penetration Testing
  • Measures for ensuring data minimization
    • Client (data controller) controls all data elements
    • Client (data controller) controls all user access to data down to the cell-level
    • Client (data controller) has full access to add, change or delete data at any time
    • SecureSheet automatically deletes all data within 30 days of license expiration
    • Only authorized SecureSheet personnel have access to client data on a “need to know” basis
  • Measures for ensuring data quality
    • Transactional Commitment control at the database level
  • Measures for ensuring limited data retention
    • SecureSheet has a Data Retention policy
    • Daily backups are stored for maximum of 30 days
    • SecureSheet maintains a system of automatic deletion of all customer data within 30 days of license expiration
  • Measures for ensuring accountability
    • SecureSheet user permissions are assigned on a “least privilege” basis
    • All activity (login, access, add/update/delete, import, export) are logged in detailed audit trails by SecureSheet
  • Measures for allowing data portability and ensuring erasure
    • Client (data controller) has full access to add, change or delete data at any time
    • All data can be exported by authorized users at any time and deleted from the SecureSheet system. Rows (typically employee data) and columns can also be added, updated, deleted at any time by authorized users at the data controller.

 

ANNEX 3 – LIST OF SUB-PROCESSORS

The controller has authorized the use of the following sub-processors:

Sub-processor name Sub-processing activity Country
Amazon Web Services, Inc. Hosting provider United States
Dropbox, Inc. Document storage United States

 

  1. Name: Amazon Web Service, Inc.

    Address: 410 Terry Avenue North, Seattle, WA

    Contact person’s name, position and contact details: Amazon Web Services, Inc., 410 Terry Avenue North, Seattle, WA 98109-5210, ATTN: AWS Legal

    Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): Cloud storage for the SecureSheet application

  2. Name: Dropbox, Inc.

    Address: 333 Brannan Street San Francisco, CA 94107 USA

    Contact person’s name, position and contact details: privacy@dropbox.com

    Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): Initial storage for client data that is then transferred to the secure sheet platform

Menu