This DPA is by and between iOFFICE, LP., with its wholly owned subsidiaries: Hippo Facility Management Technologies, Inc., Teem Technologies, LLC, and ManagerPlus Solutions, LP, (“Processor” and/or “Data Importer”), on the one hand, and CUSTOMER (“Controller” and/or “Data Exporter”) on the other. Controller and Processor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
This Data Processing Agreement (“DPA”) supplements the Agreement between Customer and Company that governs the Products and Services described in the Order Form giving the Customer access and use to the Products and Services which is incorporated by reference (“Agreement”). This DPA shall be effective upon the earlier of: (1) written execution between the Parties or (2) Notice is provided (i) to a user designated as an administrator of your applicable account; or (ii) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen; or (iii) by email to the registered email address provided for the administrator(s) for Customer’s account; and the Customer does not timely object in writing after Company provided Customer with notice as described under (2)(i)-(iii) above.
For the purposes of this DPA and unless otherwise stated, the capitalized terms herein shall have the same meaning as the definitions used in GDPR or in the Standard Contractual Clauses for the Transfer of Personal Data to Data Processors established in Third Countries, which are contained in the annex to the “European Commission decision 2010/87/EC of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries” ("Standard Contractual Clauses", or “Clauses” attached hereto as Annex 1), or the meaning assigned to such terms in the Agreement.
This DPA applies only where data is collected from offices or data subjects residing in the European Union (“EU“) or United Kingdom (“UK”), or data regarding data subjects is processed in the EU or UK.
1.1 Controller Instructions. Processor shall process Personal Data of Controller or Controller’s customers only on behalf of and for the benefit of Controller or its customers and pursuant to documented instructions from the Controller, including with regard to transfers of the Personal Data to a third country, unless required to do so by European Union or member state law to which the Processor is subject (provided that, in that case, the Processor will inform Controller of the relevant legal requirement unless the law prohibits the Processor from doing so for reasons of important public interest). The Parties expressly agree and stipulate that the DPA, including applicable service level agreements or equivalent documents, shall constitute Controller’s written instructions to Processor. Any additional processing instructions must be mutually agreed to in writing by the Parties. Processor shall immediately inform Controller if, in Processor’s opinion, an instruction infringes Applicable Law.
1.2 Authority to Transfer to Processor. Controller represents and warrants that Controller has the authority and right, including consent where required, to lawfully transfer to Processor all Personal Data and any other data or information related to Controller’s access or use of the services provided under the DPA.
1.3 Compliance with Applicable Law. In performing their respective obligations under the terms of this DPA, each party warrants that it shall comply with (and shall ensure that its staff and/or subcontractors comply with) (i) all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective which apply to the services being provided under the Agreement and relate to the privacy, confidentiality, and/or security of Personal Data, including, but not limited to, GDPR; (ii) all applicable industry standards concerning privacy, data protection, confidentiality or information security which apply to the services being provided under the Agreement.
2.1 Engagement of sub-processors. Except as otherwise agreed in writing in this DPA, the Processor shall not engage another processor without prior specific or general authorization of the Controller. Where the Controller has given a general written authorization to engage other processors, the Processor shall inform the Controller of any intended changes concerning the addition or replacement of other processors and give Controller the opportunity to object to such changes. Notwithstanding the foregoing, Controller expressly acknowledges and agrees that Processor may retain any entity which is controlled by, controls or is in common control with Processor (“Affiliates”) in connection with the provision of the services provided under the Agreement.
2.2 Obligations of sub-processors. Any sub-processors will be permitted to process Personal Data only as necessary to deliver the services being provided under the Agreement and for which Processor has retained them, and such sub-processors are prohibited from processing Personal Data for any other purpose. Such sub-processors will provide services pursuant to a written agreement containing the same data protection obligations as set forth herein. Processor shall be liable to Controller for the acts and omissions of its sub-processors to the same extent Controller would be liable if performing the services of each sub-processor directly under the terms of this DPA.
2.3 List of Sub-processors. Upon Controller’s request, Processor shall make available to Controller a current list of Sub-processors for the respective services with the identities of those Sub-processors (“Sub-processor List”).
3.1 Confidentiality. Processor will treat Personal Data provided by Controller as confidential. Processor will ensure that its personnel engaged in the processing of Personal Data provided by Controller are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities, and are subject to obligations of confidentiality and that such obligations survive the termination of that persons’ engagement with Processor.
4.1 Security Measures. 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, the Processor shall in relation to the processing of Personal Data implement appropriate technical and organizational measures to protect the security, confidentiality, integrity, and availability of Personal Data provided by Controller, as set forth in further detail in Appendix 2.
4.2 Data Breach Notification. Processor shall promptly notify Controller (and in any event within twenty-four (24) hours) after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data of Controller or its customer (“Data Breach”) after having become aware of such Data Breach. Notification(s) of Data Breaches, if any, will be delivered to Controller’s designated contact by means as agreed to by the Parties. Notification(s) shall, to the extent known by the Processor: (i) describe the nature of the Data Breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; (ii) communicate the name and contact details of the Processor's data protection officer or other contact point where more information can be obtained; (iii) describe the likely consequences of the Data Breach; and (iv) describe the measures taken or proposed to be taken by the processor to address the Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.
5.1 Data Subject Rights. Where possible, and taking into account the nature of the processing, Processor will provide reasonable assistance to Controller for the fulfillment of Controller’s obligation to respond to requests for exercising data subjects’ rights as set forth in GDPR, Articles 12-23.
5.2 Security and Data Protection Impact Assessments. Processor will provide reasonable assistance to Controller for the fulfillment of Controller’s obligations pursuant to GDPR under Articles 32 to 36, to: (i) ensure the security of the processing; (ii) notify the relevant supervisory authority, and any data subject(s), where relevant, of any breaches relating to Personal Data; (iii) carry out any data protection impact assessments of the impact of the processing on the protection of Personal Data; and (iv) consult the relevant supervisory authority prior to any processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by Controller to mitigate the risk; in each case as appropriate and feasible with respect to the nature of processing and information available to Processor.
5.3 Audits and Inspections. Processor shall make available to Controller information necessary to demonstrate compliance with the obligations set forth in GDPR, Article 28. Processor shall allow for and contribute to audits, including inspections, conducted by Controller or another auditor mandated by Controller. Before the commencement of any such on-site audit, Processor and Controller shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Controller shall be responsible. The Parties shall work in good faith to schedule the audit at a time that is mutually beneficial, and so as to avoid unreasonable disruption to Processor’s business operations. Unless otherwise agreed to in writing by the Parties, each party shall bear its own costs associated with the performance of audits of Processor conducted pursuant to this provision. Controller shall promptly notify Processor with information regarding any non-compliance discovered during the course of an audit relevant to the services being provided under the Agreement or this DPA.
6.1 Transfer to United States. Controller expressly acknowledges that some or all of the Services may be provided and/or hosted from within the United States. Controller expressly consents to the transfer of Controller’s Personal Data to the United States (or shall procure such consent from its customer(s) to the extent that such Personal Data is being processed on behalf of the Controller’s customer(s)) for the purposes of Processor providing the services and performing its obligations under the Agreement. Such transfers will be conducted pursuant to this DPA, including Annex 1 (Standard Contractual Clauses).
7.1 Deletion or Return of Personal Data. Unless otherwise required by law, Processor will delete or return Personal Data provided by Controller within a reasonable time period upon: (i) expiration or termination of the Agreement, or (ii) Controller’s lawful, written request.
7.2 Certification. The Parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of Annex 1 (Standard Contractual Clauses) shall be provided by Processor to Controller upon Controller’s request and as permitted by law.
8.1 Indemnification. Controller agrees to indemnify and hold harmless Processor and its Affiliates and their respective current, future and former officers, employees, directors, agents, successors and assigns (collectively, “Processor Indemnitees”) from, and at Processor’s option defend against, any and all Losses (as defined below) that Processor Indemnitees may incur, to the extent that such Losses arise from, or may be in any way attributable to: the gross negligence, bad faith, fraudulent acts or omissions, or intentional or willful misconduct of Controller or its personnel in connection with obligations set forth in this DPA. For purposes of this DPA, “Losses” means all judgments, settlements, awards, damages, losses, charges, liabilities, penalties, interest claims (including taxes and all related interest and penalties incurred directly with respect thereto), and all related reasonable costs, expenses and other charges (including all reasonable attorneys’ fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties).
9.1 Duration. Unless otherwise agreed to in writing by the Parties, this DPA shall remain in effect until the expiration of the Agreement.
9.2 Sensitive Data. Customer acknowledges that the Services are not intended for the processing of Sensitive Data. Customer is responsible for ensuring that suitable safeguards are in place prior to transmitting or processing any Sensitive Data over the Services, or prior to permitting End Users to transmit or process Sensitive Data over the Services. Except in the context of a specific agreement between the parties regarding processing Sensitive Data, any transmission or processing of Sensitive Data is at Customer's own risk. Company will have no additional liability whatsoever for Sensitive Data sent via the Services, even if that is in connection with a Security Incident.
9.3 GDPR Penalties. Notwithstanding anything to the contrary in this DPA or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any GDPR fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR.
9.4 Failure to Perform. In the event that changes in law or regulation render performance of this DPA impossible or commercially unreasonable, the Parties may renegotiate this DPA in good faith. If renegotiation would not cure the impossibility, or the Parties cannot reach an agreement, the Parties may terminate the Agreement for Services in accordance with the Agreement’s termination provisions.
9.5 Updates. Company may update the terms of this DPA from time to time; Company will provide prior written notice to Customer when an update is required as a result of (a) changes in Applicable Data Protection Law; (b) a merger, acquisition, or other similar transaction; or (c) the release of new products or services or material changes to any of the existing Services. Notices will be sufficient if provided (i) to a user designated as an administrator of your applicable account; (ii) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen; or (iii) by email to the registered email address provided for the administrator(s) for Customer’s account.
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Name of the data exporting organisation: CUSTOMER and the user of the Services
(the data exporter(s))
Name of the data importing organisation: COMPANY is in the business of developing and providing certain technology, application software and services to customers on a hosted, software as a service or cloud basis.
(the data importer and/or sub-processor)
Each a “Party”; together “the Parties”, have agreed on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Definitions
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Liability
Mediation and jurisdiction
Cooperation with supervisory authorities
Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established or in accordance with the Laws of England where the Data Protection Act of 2018 governs.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Subprocessing
Obligation after the termination of personal data processing services
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
Data exporter
The data exporter is (please specify briefly your activities relevant to the transfer):
Data Exporter uses the Data Importer’s services for the full scope of activities outlined in the Agreement, which are incorporated herein by reference, as if fully set forth at length below. Without limitation, these services include automated functions to support asset, office, and facilities management and support conference room, desk, and visitor management.
Data importer
The data importer is (please specify briefly activities relevant to the transfer):
Data Importer processes user information for the data exporter to provide office and facilities management services, which information can include first, middle, and last name, aliases, employee ID or username, job title, mobile, work, and personal phone numbers, email addresses, mail stop, building, floor, and room location for employees, as well as other, related information, including other forms of personal data, germane to the work environment and office and facilities management.
Processing may also include user information for the data exporter to provide provide conference room and visitor management services, which information can include calender unique identifier, color, name, and access control status (read only, or read-write) of calendars. Event unique identifier, title (or subject), description (or comments), location, recurring (true or false), dates and times of the event, visibility (private or no), and if the meeting is all day (true or false). Name and email address of all attendees.
Data subjects
The personal data transferred concern the following categories of data subjects (please specify):
Data subjects in scope include application users, employees, owners, directors, facility visitors, customers, and vendors.
Categories of data
The personal data transferred concern the following categories of data (please specify):
Data Importer processes user information for the data exporter to provide office and facilities management services, which information can include first, middle, and last name, aliases, employee ID or username, job title, mobile, work, and personal phone numbers, email addresses, mail stop, building, floor, and room location for employees, as well as other, related information, including other forms of personal data, germane to the work environment and office and facilities management.
Processing may also include user information for the data exporter to provide provide conference room and visitor management services, which information can include calendar unique identifier, color, name, and access control status (read only, or read-write) of calendars. Event unique identifier, title (or subject), description (or comments), location, recurring (true or false), dates and times of the event, visibility (private or no), and if the meeting is all day (true or false).Name and email address of all attendees.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
None.
Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):
If AUP is utilized, a directory watcher will consume the file upon receiving. On consumption the file will be parsed into a temp table and compared to our current user set. Data importer will calculate the Delta data and update accordingly. The AUP file is then archived in a secure location where it is kept for 60 days or until space is needed, upon which it time the data is purged. Data is stored in the application is retained for reporting purposes until the end of contract.
Other processing includes, storage, the use of databases, analysis, queries, and the use of automated code to provide the services detailed in the Agreement or which are necessary or helpful to provide the services described in the Agreement.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(c) and 5(c) (or document/legislation attached):
The Data Importer also has mechanisms or processes in place to provide for:
The following specific measures are also in place, based on context:
1 This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.
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