This Data Processing Agreement (“Agreement”) forms part of the Contract for
Services (“Principal Agreement”) between you (the “Company”) and Xelda (the “Data
Processor”) (together as the “Parties”)
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the
processing of personal data, to the Data Processor.
(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, capitalized terms and expressions used in this
Agreement shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted
Processor on behalf of Company pursuant to or in connection with the Principal
1.1.3 “Contracted Processor” means a Subprocessor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent
applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “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domestic legislation of each Member State and as amended, replaced or superseded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
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
220.127.116.11 a transfer of Company Personal Data from the
Company to a Contracted Processor; or
18.104.22.168 an onward transfer of Company Personal Data from a Contracted Processor to a
Subcontracted Processor, or between two establishments of a Contracted Processor 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);
1.1.9 “Services” means the business services the Company provides.
1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to
process Personal Data on behalf of the Company 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 Company Personal Data
2.1 Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company
Personal Data; and
2.1.2 not Process Company Personal Data other than on the relevant Company’s
2.2 The Company instructs Processor to process Company Personal Data
3. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or
contractor of any Contracted Processor who may have access to the Company Personal
Data, ensuring in each case that access is strictly limited to those individuals who need
to know / access the relevant Company Personal Data, as strictly necessary for the
purposes of the Principal Agreement, and to comply with Applicable Laws in the context
of that individual’s duties to the Contracted Processor, ensuring that all such individuals
are subject to confidentiality undertakings or professional or statutory obligations of
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, Processor shall in relation to the
Company 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, Processor shall take account in
particular of the risks that are presented by Processing, in particular from a Personal
5.1 Processor shall not appoint (or disclose any Company Personal Data to) any
Subprocessor unless required or authorized by the Company.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, Processor shall assist the Company
by implementing appropriate technical and organisational measures, insofar as this is
possible, for the fulfilment of the Company obligations, as reasonably understood by
Company, to respond to requests to exercise Data Subject rights under the Data
6.2 Processor shall:
6.2.1 promptly notify Company if it receives a request from a Data Subject under any
Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented
instructions of Company or as required by Applicable Laws to which the Processor is
subject, in which case Processor shall to the extent permitted by Applicable Laws inform
Company of that legal requirement before the Contracted Processor responds to the
7. Personal Data Breach
7.1 Processor shall notify Company without undue delay upon Processor becoming
aware of a Personal Data Breach affecting Company Personal Data, providing Company
with sufficient information to allow the Company to meet any obligations to report or
inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall co-operate with the Company and take reasonable commercial steps
as are directed by Company to assist in the investigation, mitigation and remediation of
each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation
Processor shall provide reasonable assistance to the Company with any data protection
impact assessments, and prior consultations with Supervising Authorities or other
competent data privacy authorities, which Company 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 Company Personal Data by, and
taking into account the nature of the Processing and information available to, the
9. Deletion or return of Company Personal Data
9.1 Subject to this section 9 Processor shall promptly and in any event within 10
business days of the date of cessation of any Services involving the Processing of
Company Personal Data (the “Cessation Date”), delete and procure the deletion of all
copies of those Company Personal Data.
9.2 Processor shall provide written certification to Company that it has fully complied
with this section 9 within 10 business days of the Cessation Date.
10. Audit rights
10.1 Subject to this section 10, Processor shall make available to the Company on
request all information necessary to demonstrate compliance with this Agreement, and
shall allow for and contribute to audits, including inspections, by the Company or an
auditor mandated by the Company in relation to the Processing of the Company Personal
Data by the Contracted Processors.
10.2 Information and audit rights of the Company 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. Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries
outside the EU and/or the European Economic Area (EEA) without the prior written
consent of the Company. 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.
12. General Terms
12.1 Confidentiality. Each Party must keep this Agreement and 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;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in
writing and will be delivered personally, sent by post or sent by email to the address or
email address set out in the heading of this Agreement at such other address as notified
from time to time by the Parties changing address