Data Processing Addendum
This Data Processing Addendum (“DPA”) is incorporated into and forms a part of the agreement between Remote Team Inc. (“Remote Team”) and Customer that governs Customer’s access to and use of the online Services (“Agreement”). Capitalized terms not defined herein have the meaning given in the Agreement.
In this DPA, the following terms (and derivations thereof) have the meanings set out below:
“Controller” means the individual or entity that determines the purposes and means of the Processing of Personal Data.
“Customer” means the individual or entity that has entered into the Agreement and agreed to the incorporation of this DPA into the Agreement.
“Customer Content” means any data, file attachments, text, images, reports, personal information, or other content that is uploaded or submitted to an online Service by Customer or Users and is Processed by Remote Team on behalf of Customer.
“Customer Personal Data” means Personal Data that is contained within Customer Content.
“Data Breach” means a breach of security resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content.
“Data Protection Laws” means, to the extent applicable to a Party, the data protection or privacy laws of any country regarding the Processing of Customer Personal Data.
“Data Subject” means an identified or identifiable natural person.
“Parties” or “Party” means Customer and/or Remote Team as applicable.
“Personal Data” means any information relating to, identifying, describing, or capable of being associated with a Data Subject or a household.
“Process” means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available.
“Processor” means the individual or entity that Processes Personal Data on behalf of a Controller.
“Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the online Services that are provided by Remote Team and purchased by Customer specified in an Order.
“Services” means any other online service or application provided or controlled by Remote Team for use with the Subscription Services.
“Remote Team Personnel” means any individual authorized by Remote Team to Process Customer Personal Data.
“Subprocessor” means any individual or entity (including any third party but excluding Remote Team Personnel) appointed by or on behalf of Remote Team to Process Customer Personal Data in connection with the Agreement.
“Subscription Services” means the subscription-based online work collaboration services and applications that are provided by Remote Team and purchased by Customer.
“Supervisory Authority” means an independent competent public authority established or recognized under Data Protection Laws.
“User” means any individual authorized or invited by Customer or another User to access and use the Online Services under the terms of the Agreement.
2. Roles of Parties
2.1. Customer and Remote Team agree that, as between the Parties, Customer is a Controller and Remote Team is a Processor of Customer and User’s Personal Data, and that each Party is solely responsible for its compliance with Data Protection Laws applicable to it and for fulfilling any of its related obligations to third parties, including Data Subjects and Supervisory Authorities.
2.2. Customer as Controller.
2.2.1. Customer is solely responsible for the accuracy of Customer Personal Data and the legality of the means by which Customer acquires Customer Personal Data.
2.2.2. Customer’s instructions to Remote Team to Process Customer Personal Data will comply with Data Protection Laws and be duly authorized, with all necessary rights, permissions, and consents secured.
2.2.3. Customer’s who invite Users to the platform are responsible for their User’s personal data. Remote Team is just a Processor of this.
2.3 Remote Team as Processor.
2.3.1. Remote Team will Process Customer Personal Data only: (a) as instructed by Customer in writing or as initiated by Users via an online Service; (b) as necessary to provide the Services and prevent or address technical problems with an online Service or violations of the Agreement or this DPA; or (c) as required by applicable law. Annex 1 (Details of Processing of Customer Personal Data) sets out a description of Remote Team’s Processing of Customer Personal Data.
2.3.2. Remote Team will ensure that Remote Team Personnel: (a) access Customer Personal Data only to the extent necessary to perform Remote Team’s Processing obligations under this DPA and the Agreement; (b) are bound by confidentiality obligations with respect to Customer Personal Data substantially as protective as those set forth in this DPA and the Agreement; and (c) are subject to appropriate training relating to the Processing of Customer Personal Data.
2.3.3. Remote Team will not disclose Customer Personal Data to a third party for monetary or other consideration except as otherwise permitted under this DPA or the Agreement.
2.3.4. At Customer’s written request and to the extent Customer is unable to access the relevant information on its own, Remote Team will provide reasonable assistance to Customer in relation to data protection impact assessments and consultations with Supervisory Authorities, taking into account the nature of Remote Team’s Processing of Customer Personal Data and the information available to Remote Team.
2.3.5. Remote Team will not assess the type or substance of Customer Content to identify whether it is Customer Personal Data or subject to any specific legal requirements.
3.1. Remote Team will implement and maintain technical, physical, and organizational measures and controls designed to protect and secure Customer Content (including the return and deletion thereof) in accordance with the Agreement.
3.2. Customer acknowledges that, through its Users, Customer: (a) controls the type and substance of Customer Content, and (b) sets User permissions to access Customer Content; and therefore, Customer is responsible for reviewing and evaluating whether the documented functionality of an online Service meets Customer’s required security obligations relating to Customer Personal Data under Data Protection Laws.
5. Data Subject Requests
5.1. Remote Team will provide Customer access to Customer Personal Data via the online Services to allow Customer to respond to Data Subject requests relating to Customer Personal Data.
5.2. Remote Team will notify Customer in writing without undue delay of any requests Remote Team receives directly from a Data Subject relating to Customer Personal Data, and Remote Team may respond directly to a Data Subject request: (a) to confirm that such request relates to Customer; (b) as required by applicable law; or (c) with the written consent of Customer.
5.3. At Customer’s written request and to the extent Customer is unable to access Customer Personal Data on its own, Remote Team will provide reasonable assistance to Customer in accessing Customer Personal Data for Customer to respond to such Data Subject requests. To the extent legally permitted, Customer will be responsible for any expenses attributable to Remote Team’s assistance efforts outside the normal course of business.
6. Data Breach
6.1. Remote Team will notify Customer in writing without undue delay upon Remote Team becoming aware of a Data Breach.
6.2. Remote Team will investigate and, as necessary, mitigate or remediate a Data Breach in accordance with Remote Team’s security incident policies and procedures (“Breach Management”).
6.3. Subject to Remote Team’s legal obligations, Remote Team will provide Customer with information available to Remote Team as a result of its Breach Management, including the nature of the incident, specific information disclosed (if known), and any relevant mitigation efforts or remediation measures (“Breach Information”), for Customer to comply with its obligations under Data Protection Laws as a result of a Data Breach.
6.4. If Customer requires information relating to a Data Breach in addition to the Breach Information, at Customer’s sole expense and written request and to the extent Customer is unable to access the additional information on its own, Remote Team will reasonably cooperate with Customer as requested by Customer to attempt to collect and provide such additional information.
7. Audit Rights
7.1. Remote Team will use external auditors to annually audit and verify the adequacy of its security measures and controls (“Audit”). The Audit will be performed by independent third-party security professionals at Remote Team’s selection and expense;
7.2. If Customer requires information for its compliance with Data Protection Laws in addition to the Reports, at Customer’s sole expense and written request and to the extent Customer is unable to access the additional information on its own, Remote Team will allow for and cooperate with a Customer mandated audit by a third party auditor in relation to the Remote Team’s Processing of Customer Personal Data (“Customer Audit”), provided that:
• 7.2.1. Customer provides Remote Team reasonable advance notice including the identity of the auditor and the anticipated date and scope of the Customer Audit;
• 7.2.2. Remote Team approves the auditor by notice to Customer, with such approval not to be unreasonably withheld;
• 7.2.3. Customer and the auditor act to avoid causing any damage, injury, or disruption to Remote Team’s premises, equipment, or business in the course of such Customer Audit; and
• 7.2.4. Customer initiates only one Customer Audit in any calendar year unless otherwise required by a Supervisory Authority.
8. International Transfers
8.1. With respect to any international transfer of Customer Personal Data from Customer to Remote Team or via onward transfer to a third country (“International Transfer”) that would be prohibited by applicable Data Protection Laws in the absence of a lawful data transfer mechanism, during the authorized period of access to and use of the online Services, Remote Team will: (a) maintain its self-certification to the EU-U.S. and Swiss-U.S. Privacy Shield self-certification program operated by the United States Department of Commerce (collectively, “Privacy Shield”); and (b) comply with each of the Privacy Shield principles (including, without limitation, ‘Accountability for Onward Transfer’) with respect to the Processing of Customer Personal Data.
8.2. If Privacy Shield compliance fails as a lawful data transfer mechanism for an International Transfer, the Parties agree that the Standard Contractual Clauses issued by the European Commission under Decision 2010/87/EU (“SCC”) will go into immediate effect between the Parties, subject to the following clarifications:
• 8.2.1. for purposes of SCC Clause 5(a), Section 2.3 (Remote Team as Processor) of this DPA is deemed an instruction by Customer to Process Customer Personal Data;
• 8.2.2. for purposes of SCC Clauses 5(h) and 11, Section 4 (Subprocessors) of this DPA satisfies Remote Team’s obligations in such SCC clauses;
• 8.2.3. for purposes of SCC Clause 5(j), Customer must request in writing a copy of Remote Team’s Subprocessor agreements and Remote Team may remove all commercial information, or terms unrelated to the SCCs, from such copies;
• 8.2.4. for purposes of SCC Clause 5(f) and 12(2), Section 7 (Audit Rights) of this DPA satisfies Remote Team’s obligations in such SCC clauses;
• 8.2.5. for purposes of SCC Clause 12(1), Remote Team will provide certification of deletion only upon Customer’s written request;
• 8.2.6. for purposes of SCC Appendix 1, the information set forth in Annex 1 of this DPA will be deemed to complete such Appendix; and
• 8.2.7. for purposes of SCC Appendix 2, the security measures and controls set forth in the Agreement will be deemed to complete such Appendix.
9.1. Amendment; Waiver. Unless otherwise expressly stated herein, this DPA may be modified only by a written agreement executed by an authorized representative of each Party. The waiver of any breach of this DPA will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach.
9.2. Severance. If any provision of this DPA is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this DPA is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this DPA, the entire DPA will be considered null and void.
9.3. Order of Precedence. Regarding the subject matter of this DPA, in the event of any conflict between this DPA and any other written agreement between the Parties (including the Agreement), this DPA will govern and control. Any data processing agreements that may already exist between Parties are superseded and replaced by this DPA in their entirety.
9.4. Notices. Unless otherwise expressly stated herein, the parties will provide notices under this DPA in accordance with the Agreement, provided that all such notices may be sent via email.
9.5. Governing Law and Jurisdiction. Unless prohibited by Data Protection Laws, this DPA is governed by the laws stipulated in the Agreement, and the Parties to this DPA hereby submit to the choice of jurisdiction and venue stipulated in the Agreement, if any, with respect to any dispute arising under this DPA.
9.6. Enforcement. Regardless of whether Customer or its affiliate(s) or a third-party is a Controller of Customer Personal Data, unless otherwise required by law: (a) only Customer will have any right to enforce any of the terms of this DPA against Remote Team; and (b) Remote Team’s obligations under this DPA, including any applicable notifications, will be to only Customer.
9.7. Liability. As between the Parties to this DPA, each Party’s liability and remedies under this DPA are subject to the aggregate liability limitations and damages exclusions set forth in the Agreement.
9.8. Variations in Data Protection Laws. If any variation is required to this DPA as a result of a change in or subsequently applicable Data Protection Law, then either Party may provide written notice to the other Party of that change in the law. The Parties will then discuss and negotiate in good faith any variations to this DPA necessary to address such changes, with a view to agreeing and implementing those or alternative variations as soon as practicable, provided that such variations are reasonable with regard to the functionality and performance of the Services and Remote Team’s business operations.
9.9. Reservation of Rights. Notwithstanding anything to the contrary in this DPA: (a) Remote Team reserves the right to withhold information the disclosure of which would pose a security risk to Remote Team or its customers or is prohibited by applicable law or contractual obligation; and (b) Remote Team’s notifications, responses, or provision of information or cooperation under this DPA are not an acknowledgment by Remote Team of any fault or liability.
ANNEX 1: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA
This Annex 1 includes certain details of the Processing of Personal Data as required by Article 28(3) of the GDPR. Subject matter and duration of the Processing of Personal Data: • The subject matter and duration of the Processing of Personal Data are set out in the Agreement and this DPA. The nature and purpose of the Processing of Personal Data • Processing of Personal Data by Remote Team is reasonably required to facilitate or support the provision of the Services as described under the Agreement and this DPA. Type of Personal Data and Categories of Data Subjects: • The types of Personal Data and categories of Data Subject about whom the Personal Data relates are determined and controlled by Customer in its sole discretion. Obligations and Rights of the Controller: • The obligations and rights of Customer are set out in the Agreement and this DPA.