Data Processing Agreement — TogetherDB
This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“)
TogetherDB UG (haftungsbeschränkt)
Hildener Straße 73
(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 Agreement;
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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
18.104.22.168 a transfer of Company Personal Data from the Company to a Contracted Processor; or
22.214.171.124 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 database access 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 documented instructions.
2.2 The Company instructs Processor to process Company Personal Data.
2.3 The nature and purpose of the processed Personal Data is described in Schedule 1.
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 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, 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 Data Breach.
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 Protection Laws.
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 request.
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 Contracted Processors.
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.
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. Use of subcontractors (further entrusting)
12.1 To ensure proper provision of the Service, the Company agrees that TogetherDB may use subcontractors and that it may further entrust Personal Data processing to them.
The current list of TogetherDB subcontractors and their respective Data Processing Agreements are described in Schedule 2. TogetherDB will inform the Company about any planned change in relation to the subcontractors to whom it will further entrust the Personal Data processing. The Company shall be informed about this through a notice transmitted properly in advance. The Company shall have the right to object to TogetherDB’s use of aspecific subcontractor within 14 days of receiving anotice on the planned change. If the Company does not object within 14 days of receiving the information about the planned change, the Company is deemed to have agreed to the change. Having received an objection, TogetherDB has 30 days to determine how to proceed in relation to the objection. On the expiry of that period, each Party may terminate the Agreement in line with the provisions of the Terms & Conditions. Notwithstanding the foregoing, TogetherDB stipulates that the Company’s objection to a chosen subcontractor may render the Company unable to use all the functionalities of the Service.
All Personal Data processing may only take place within the limits of and for the purpose of performing the Service. TogetherDB hereby represents that (i) the subcontractors it has chosen meet all the requirements arising from the GDPR and from applicable data protection legislation, (ii) it has entered into Personal Data processing agreements with the subcontractors as required under Article 28(4) of the GDPR and that such agreements include provisions imposing obligations analogical to those defined in the Agreement in respect of TogetherDB on the subcontractors, and that (iii) the personal data protection standard followed by its subcontractors is at least equal to the personal data protection standard followed by TogetherDB. If the subcontractor chosen by TogetherDB is in a third country within the meaning of the GDPR, TogetherDB shall make sure that the conditions specified in Chapter V of the GDPR are fulfilled.
13. General Terms
13.1 Notices. All notices and communications given under this Agreement must be in writing and will be sent by email to the email address set by the Company in the registration process.
14. Governing Law and Jurisdiction
14.1 This Agreement is governed by the laws of Germany.
14.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Düsseldorf, subject to possible appeal to the German Federal Supreme Court of Justice in Karlsruhe.
15. Data Protection Officer
15.1 In accordance to Germany's DSGVO law TogetherDB's appointed Data Protection Officer is Michel Helms, to be contacted by email at email@example.com.
Schedule 1: Nature and purpose of the processed Personal Data
Core to TogetherDB's service is giving the Company an easy way to access and share access to their databases. In these databases Personal Data may be stored and thus is processed by TogetherDB.
The Processor processes this data only in ways necessary to delivering its service. The data from the Company's databases is never fully retrieved but only those parts of it that are needed to display it on the interface. The data is also not backed up, cached or transferred to any other systems.
Currently the only method by which potentially Personal Data may be persisted by our service is if if the "History"/"Audit Log" feature is enabled in the web app's setting interface. This will persist all data modifications, deletions and insertions that are performed in the interface and store them in a secure database so that the Company can later check which operations occured.
Schedule 2: List of subcontractors
- Amazon Web Services EMEA SARL
38 Avenue John F. Kennedy, L-1855 Luxembourg
Data Processing Agreement