Effective Date: January 30, 2023
This Data Processing Agreement (“Agreement”) is entered into between you and Spendoso LLC, a Wyoming limited liability company (the “Processor”) (together, as the “Parties”). This Agreement forms part of the Terms of Service, which incorporates this Agreement by reference, between the Parties. By agreeing to these terms you are representing and warranting to the Company that you have full legal authority to bind the business or other legal entity for which you are acting (such entity, the “Customer”), that you have read and understood the Agreement, and that you are agreeing to the Agreement on behalf of the Customer.
WHEREAS, the Customer has subscribed to the Processor’s Terms of Service found at https://www.spendoso.com/legal/tos.
WHEREAS, the Customer acts as a “Data Controller” from a privacy perspective and wishes to subcontract certain Services, which imply the processing of personal data, to the Processor.
WHEREAS, 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).
1.1Unless 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“Customer Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with the Terms of Service;
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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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:
220.127.116.11a transfer of Customer Personal Data from the Customer to a Contracted Processor; or
18.104.22.168an onward transfer of Customer 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” shall have the meaning set forth in the Terms of Service.
1.1.10“Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the Agreement.
1.2The 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.
2.1Processor shall (i) comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and (ii) not Process Customer Personal Data other than on the relevant Customer’s documented instructions.
2.2The Customer instructs Processor to process Customer Personal Data.
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 Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Terms of Service, 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.
4.1Taking 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 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.
4.2In 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.
Customer agrees that Processor may engage Subprocessors to process Customer Data on Customer’s behalf. The Subprocessors currently engaged by Processor and authorized by Customer are available on Schedule A below. Processor shall notify Customer if it adds or removes Sub-processors at least 10 days prior to any such changes if Customer opts in by contacting Processor at firstname.lastname@example.org. Customer grants Processor general authorization to engage Subprocessors if Processor and the Subprocessor enter into an agreement that requires the Subprocessor to meet obligations that are no less protective than this DPA
6.1Taking into account the nature of the Processing, Processor 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.
6.2Processor shall (i) promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and (ii) ensure that it does not respond to that request except on the documented instructions of Customer 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 Customer of that legal requirement before the Contracted Processor responds to the request.
7.1Processor shall notify Customer without undue delay upon Processor 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.
7.2Processor 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.
Processor 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, the Contracted Processors.
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 Customer Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of that Customer Personal Data.
10.1Subject to this section 10, Processor 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 the Contracted Processors.
10.2Information 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.
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.
These terms shall be governed by the laws of the State of Wyoming without regard to its conflict of laws provisions.
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