This Data Processing Agreement (Agreement) supplements the electrr Terms of Service, as updated from time to time, when the GDPR applies to your use of electrr to process Customer Data. This Agreement is between you or the entity you represent ("The Customer") and North Services Limited, trading as electrr ("electrr") (together as the “Parties”).
(A) The Customer acts as a Data Controller.
(B) The Customer wishes to use electrr's services, which requires the processing of personal data by electrr.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalised terms and expressions used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement;
1.1.2 "Customer Personal Data" means any Personal Data Processed by electrr on behalf of Customer pursuant to or in connection with the Agreement;
1.1.3 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.4 "EEA" means the European Economic Area;
1.1.5 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.6 "GDPR" means EU General Data Protection Regulation 2016/679;
1.1.7 "Data Transfer" means:
188.8.131.52 a transfer of Customer Personal Data from the Customer to electrr; or
184.108.40.206 an onward transfer of Customer Personal Data from electrr to a Subprocessor, or between two establishments of electrr, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.8 "Services" means the electoral, voting, and connected services provided by electrr.
1.1.9 "Subprocessor" means any person or company appointed by or on behalf of electrr to process Personal Data on behalf of the Customer in connection with the Agreement.
1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Customer Personal Data
2.1 electrr shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and not Process Customer Personal Data other than providing the Services to Customer.
2.2 The Customer instructs electrr to process Customer Personal Data for provising the Services.
3. electrr Personnel
electrr shall take reasonable steps to ensure the reliability of any employee, agent or any Subprocessor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know and access the relevant Customer Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws in the context of that individual's duties, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, electrr shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, electrr shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
electrr uses the services of Google, Amazon Web Services, Digital Ocean, and Mailgun in providing the Services, and electrr has a data protection agreement with each of Google, Amazon Web Services, Digital Ocean, and Mailgun. electrr shall not disclose any Customer Personal Data to any other Subprocessor without notifying the Customer.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, electrr shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 electrr shall:
6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which electrr is subject, in which case electrr shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before electrr responds to the request.
7. Personal Data Breach
7.1 electrr shall notify Customer without undue delay upon electrr becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 electrr shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation
electrr shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to electrr.
9. Deletion of Customer Personal Data
electrr shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Customer Personal Data, delete and all copies of Customer Personal Data.
10. Audit rights
10.1 electrr shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by electrr.
10.2 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Processing of Customer Personal Data
11.1 The Processor may not transfer or authorise the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Customer. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
Each Party must keep information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that (a) disclosure is required by law or (b) the relevant information is already in the public domain.