Data Processing Agreement (DPA)
This Data Processing Agreement (the “DPA”), entered into by the PETIT PASSEPORT customer identified on the applicable PETIT PASSEPORT ordering document for PETIT PASSEPORT services (“Customer”) and PETIT PASSEPORT LLC (“PETIT PASSEPORT”),
This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“) entered into between the PETIT PASSEPORT Customer identified on the applicable PETIT PASSEPORT ordering document for PETIT PASSEPORT services (“Customer) and PETIT PASSEPORT LLC (the “Data Processor”, “Company” or “PETIT PASSEPORT”), together as the “Parties”
WHEREAS
(A) This DPA governs the processing of Personal Data that Customer uploads or otherwise provides PETIT PASSEPORT in connection with the services, the processing of Personal Data by PETIT PASSEPORT on behalf of Customer in connection with the services, and the processing of any Personal Data that PETIT PASSEPORT uploads or otherwise provides to Customer in connection with the services.
(B) 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.
(E) This DPA is incorporated into the relevant PETIT PASSEPORT services agreement attached to or incorporated by reference into the ordering document previously executed by Customer, referred to generically in this DPA as the “Contract”. Collectively, the DPA (including the SCCs, as defined herein), the PETIT PASSEPORT Contract, and the applicable ordering documents are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (i) the SCCs; (ii) the applicable ordering document to the PETIT PASSEPORT Contract; (iii) this DPA; (iv) the PETIT PASSEPORT Contract. Except as specifically amended in this DPA, the PETIT PASSEPORT Contract and applicable ordering document remain unchanged and in full force and effect.
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:
“Agreement” or “DPA” means this Data Processing Agreement and all Schedules;
“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;
“Contracted Processor” means a Subprocessor;
“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
“EEA” means the European Economic Area;
“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;
“GDPR” means EU General Data Protection Regulation 2016/679;
“Data Transfer” means: (i) a transfer of Company Personal Data from the Company to a Contracted Processor; or (ii) 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);
“Services” means the Paid Services or any other services the Company provides encompassed in the Terms of Use.
“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.
“CCPA” means the California Consumer Privacy Act of 2018 together with any subordinate legislation or regulations.
“Customer Personal Data” means Personal Data that Customer uploads or otherwise provides PETIT PASSEPORT in connection with its use of PETIT PASSEPORT’s services.
“Personal Data” means information about an individual that (i) can be used to identify, contact or locate a specific individual; (ii) can be combined with other information that can be used to identify, contact or locate a specific individual; or (iii) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has supervisory authority and jurisdiction over Customer.
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: (i) comply with all applicable Data Protection Laws in the Processing of Personal Data; (iii) comply with PETIT PASSEPORT Privacy Policy, Cookie Policy, and Terms of Use.
2.2. Customer agrees to: (i) comply with all applicable Data Protection Laws in use of PETIT PASSEPORT services; and (ii) comply with PETIT PASSEPORT Privacy Policy, Cookie Policy, and Terms of Use.
2.3 The Customer 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 confidentiality.
4. Security
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. Subprocessing
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 organizational 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: (i) promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and (ii) 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
Subject to this section 9 Processor shall promptly and in any event within ten (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
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: (i) disclosure is required by law; or (ii) 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.
13. Third Party Data Processors
Customer acknowledges that in the provision of some services (such as Job Posting Services and Promoted Content Services), PETIT PASSEPORT, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors (such as Applicant Tracking Systems or Customer Relationship Management Systems). 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.
14. Controller-To-Controller Scenarios
Certain Services may offer viewing and export of Personal Data of PETIT PASSEPORT members that PETIT PASSEPORT members have given permission to disclose to Customer. For purposes of GDPR, where there is a member-directed export of Personal Data or where Customer already may access such Personal Data, both Customer and PETIT PASSEPORT will be independent controllers of Personal Data originally derived on the PETIT PASSEPORT Services. The parties agree that, for such cases, PETIT PASSEPORT and Customer would each act as a data controller with respect to their particular copy of the Personal Data. Each party will, to the extent that it, along with the other party, acts as data controller, as the term is defined in applicable Data Protection Requirements, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements. Unless otherwise agreed in writing, the parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Data and the parties are not joint controllers as defined in the General Data Protection Regulation and UK GDPR.
15. Term
This DPA shall remain in effect as long as PETIT PASSEPORT carries out Personal Data processing operations on behalf of Customer or until the termination of the PETIT PASSEPORT Contract (and all Personal Data has been returned or deleted in accordance with Section 9 above).
16. Governing Jurisdiction and Dispute Resolution
16.1 This Agreement is governed by the laws of the State of Kansas, US.
16.2 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 the State of Kansas, US. The prevailing party in any litigation may seek to recover its legal fees and costs. Notwithstanding the foregoing, if you have your registered office within the European Union, PETIT PASSEPORT may agree to facilitate referral of a dispute to the American Dispute Resolution Center (ADRC) in the first instance where, due to the nature of the dispute, such referral is likely to bring about a prompt and definitive resolution.