This Data Processing Agreement ("DPA"), entered into by Engineering Simplicity, LLC. ("SiteDistrict") and the SiteDistrict customer ("Customer"), governs the processing of personal data that Customer uploads or otherwise provides SiteDistrict in connection with the services and the processing of any personal data that SiteDistrict uploads or otherwise provides to Customer in connection with the services.
The term of this DPA shall follow the term of the Agreement.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Protection Law” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms “process”, “processes” and “processed” will be construed accordingly.
“Data Subject” means the individual to whom Personal Data relates.
“GDPR” means the General Data Protection 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.
“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.
“Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement.
Customer agrees to:
SiteDistrict will inform Customer if SiteDistrict becomes aware of:
SiteDistrict will provide reasonable assistance to Customer regarding:
Required Processing. If SiteDistrict is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, SiteDistrict will inform Customer of this requirement in advance of any processing, unless SiteDistrict is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).
If a Supervisory Authority requires an audit of the data processing facilities from which SiteDistrict processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, SiteDistrict will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time SiteDistrict expends for any such audit, in addition to the rates for services performed by SiteDistrict.
SiteDistrict must, upon Customer’s request (not to exceed one request per calendar year) by email to firstname.lastname@example.org, certify compliance with this DPA in writing. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time SiteDistrict expends for any such audit, in addition to the rates for services performed by SiteDistrict. Before the commencement of any such audit, Customer and SiteDistrict shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify SiteDistrict with information regarding any non-compliance discovered during the course of an audit. Customer may not audit SiteDistrict more than once annually.
For transfers of EU Personal Data to SiteDistrict for processing by SiteDistrict in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, SiteDistrict agrees it will (a) provide at least the same level of privacy protection for EU Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks. If SiteDistrict is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU country requires the prior written consent of Customer. SiteDistrict shall promptly notify Customer of any inability by SiteDistrict to comply with the provisions of this Section 7.
The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, SiteDistrict shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent SiteDistrict from returning or destroying all or part of the Customer Personal Data disclosed. In such case, SiteDistrict agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.
Customer acknowledges that in the provision of some services, SiteDistrict, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For avoidance of doubt, such third party data processors are not Subprocessors.
This DPA shall remain in effect as long as SiteDistrict carries out Personal Data processing operations on behalf of Customer or until the termination of the SiteDistrict Contract (and all Personal Data has been returned or deleted in accordance with this DPA).