Data Processing Agreement

This Data Processing Agreement, including its Schedule and Appendix, (this “DPA”) forms part of the Terms and Conditions or other written or electronic contract between ChMeetings and the Client for the purchase of services from ChMeetings (the “Agreement”), which reflects the parties’ agreement with regard to the Processing of Personal Data.

For the purpose of exercising the rights and fulfilling the obligations under the Agreement, the Exporter will disclose and transfer Personal Data to the Importer. Under this DPA, the Importer will Process the transferred Personal Data on behalf of the Exporter, in accordance with the Exporter’s requirements provided by this DPA.

Under this DPA, the Exporter acts as a Data Controller, determining the purposes and means of the Personal Data Processing, in accordance with the Applicable Data Protection Legislation and the Importer acts as a Data Processor, Processing the transferred Personal Data on behalf of the Controller.

Both Parties have the responsibility to respect the provisions of this DPA.

  1. Definitions
      1. “Agreement” means the Terms and Conditions or other written or electronic agreement concluded between ChMeetings and the Client for the purchase of services from ChMeetings;
      2. Applicable Data Protection Legislation” means the laws applicable to the specific Personal Data Processing in accordance with its personal, material and territorial scope; the Applicable Data Protection Legislation usually is determined by reference to the Data Subject’s location;
      3. Client” means the legal entity ChMeetings provides services to, in accordance with the Agreement. The term “Client” shall include Client and authorized affiliates;
      4. Data Breach” means any loss or unauthorized use, copying, modification, disclosure, or destruction of, or access to, Personal Data transferred under this DPA;
      5. Data Controller” or “Controller” means the Party which determines the purposes and means of the Processing of Personal Data;
      6. Data Exporter” or “Exporter” means the Client which transfers Personal Data to the Data Importer under this DPA;
      7. Data Importer” or “Importer” means ChMeetings which receives Personal Data from the Data Exporter for Processing under this DPA;
      8. Data Processor” or “Processor” means the Party which Processes Personal Data on behalf of the Controller, also referred to data intermediary/entrusted person;
      9. Data Subject” means the natural person to whom the Personal Data refers;
      10. Data Sub-Processor” means any person or legal entity which may be engaged by the Data Importer to assist in the Processing of the Personal Data under this DPA;
      11. DPA” means this Data Processing Addendum;
      12. Enforcement Authority(ies)” means the Supervisory Authority(ies) or any other Authority(ies) that is in charge to enforce the Applicable Data Protection Legislation;
      13. ChMeetings” means Jios Apps Inc, an US company with head office in Wellington, Florida (FL);
      14. Personal Data” means any information relating to a Data Subject;
      15. Processing” means any operation or set of operations that are performed on Personal Data or on sets of Personal Data, whether or not by automated means, including, for example, collection, use and disclosure of Personal Data; and
      16. Services” mean the services provided by the Data Importer to the Data Exporter in accordance with the Agreement.
  2. Responsibilities of the Parties
    1. Each Party has the responsibility to comply with the clauses of this DPA, in accordance with the Applicable Data Protection Legislation.
    2. Both Parties have the responsibility to ensure the Personal Data protection and security, in accordance with their roles and obligations under the Applicable Data Protection Legislation.
    3. Both Parties have the responsibility to respect the Data Subject’s rights and to provide the means for their exercise, in accordance with their roles and obligations under the Applicable Data Protection Legislation.
    4. Each Party shall be liable to the other Party(ies) for any damages it causes the other Party(ies) by any breach of this DPA.
    5. Where more than one Party is responsible for any damage caused to the Data Subject as a result of a breach of this DPA, all responsible Parties shall be jointly and severally liable and the Data Subject is entitled to bring an action in court against any of these Parties.
    6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party(ies) that part of the compensation corresponding to its / their responsibility for the damage.
    7. The Data Exporter warrants, represents and undertakes that:
      1. The Personal Data has been collected, used, disclosed and transferred to the Data Importer under this DPA in accordance with Applicable Data Protection Legislation.
      2. The Personal Data transferred to the Data Importer under this DPA is accurate, complete and relevant for the purposes of processing.
      3. The Data Exporter shall implement adequate technical and operational measures to ensure the security of the Personal Data during transmission to the Data Importer.
      4. The Data Exporter shall respond to enquiries from Data Subjects or Enforcement Authorities regarding the Processing of Personal Data by the Data Importer as required by the Applicable Data Protection Legislation. Responses to such enquiries and requests shall be made within a reasonable time frame or within the time frame and in the manner, if any, required under the Applicable Data Protection Legislation.
      5. Where applicable, the Data Exporter is responsible for collecting the consent of the Data Subjects so that the Data Importer may process, use or disclose personal data on behalf of the Data Exporter.
    8. The Data Importer warrants, represents and undertakes that:
      1. The Data Importer shall Process the Personal Data only in compliance with the Data Exporter’s instructions and for the purposes described in the Appendix to this DPA.
      2. The Data Importer shall not further disclose or transfer the Personal Data it receives from the Data Exporter to another person, Enforcement Authority or legal entity, including to Data Sub-Processors, unless it has notified the Data Exporter of such further disclosure or transfer in writing, and provided reasonable opportunity for the Data Exporter to object.
      3. The Data Importer agrees that prior to any disclosure or transfer of Personal Data to third parties, including to Data Sub-Processors, the Data Importer shall ensure that the third party shall be subject to and bound by the obligations of the Data Importer to the Data Exporter.
      4. The Data Importer agrees to take reasonable steps to implement measures on the storage and Processing of Personal Data that comply with adequate security standards according to the Applicable Data Protection Legislation.
      5. The Data Importer shall, without undue delay, communicate and refer to the Data Exporter any enquiries and requests from Data Subjects relating to the Personal Data transferred by the Data Exporter, including requests to access or correct the Personal Data.
      6. The Data Importer shall correct any error or omission in the Personal Data reasonably requested by the Data Exporter within 30 days of receipt of the request, or such other time frame required by the Applicable Data Protection Legislation.
      7. Upon the termination of the Agreement or completion of Processing required under this DPA, the Data Importer shall, at the election of the Data Exporter, either return to the Data Exporter the Personal Data held in its possession pursuant to this DPA, or cease to retain such Personal Data in manner approved of by the Data Exporter.
      8. The Data Importer shall have in place reasonable and appropriate technical, administrative, operational and physical measures, consistent with the Applicable Data Protection Legislation to protect the confidentiality, integrity and availability of Personal Data, in particular against risks of Data Breaches.
      9. If the Data Importer becomes aware that a Data Breach has occurred affecting Personal Data in its possession or under its control, or in the possession or under the control of an importer of an onward disclosure or transfer of the Personal Data, it shall notify the Data Exporter without undue delay.
      10. The Data Importer shall promptly notify and consult with the Data Exporter regarding any investigation regarding the collection, use, transfer, disclosure, security, or disposal of the Personal Data transferred under this DPA, unless otherwise prohibited under law.
    9. The Data Importer shall comply with all its obligations under the Applicable Data Protection Legislation at its own cost.
    10. Where the Data Exporter provides Personal Data to the Data Importer, the Data Exporter shall make reasonable effort to ensure that the Personal Data is accurate and complete before providing the same to the Data Importer. In any case, the Data Importer shall take steps to correct any errors in the Personal Data, as soon as practicable upon the Data Exporter’s written request.
    11. The Data Importer is only responsible under this DPA for the processing of the Personal Data, when transferred by the Data Exporter, as provided by the Data Exporter.
  3. APPLICABILITY OF THE CLAUSES
    1. According to the Applicable Data Protection Legislation, the clauses applicable to the Personal Data transfers and Processing between the Parties shall be the ones provided by the Schedule I, when the Applicable Data Protection Legislation is the one in EU.
    2. The Appendix is part to this Agreement and contains the following Annexes:
      • Annex I – DESCRIPTION OF PROCESSING
      • Annex II – TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
      • Annex III – LIST OF SUB-PROCESSORS
  4. DATA PROTECTION SAFEGUARDS
    1. The Data Exporter warrants that it has used reasonable efforts to determine that the Data Importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under this DPA.
    2. The Data Importer shall process the personal data received from the Data Importer or processed on behalf of the Data Exporter only on documented instructions from the Data Exporter. The Data Exporter may give such instructions throughout the duration of the Agreement.
    3. The Data Importer shall immediately inform the Data Exporter if it is unable to follow those instructions.
    4. The Data Importer shall process the Personal Data received from the Data Exporter or processed on behalf of the Data Exporter only for the specific purpose(s) of the transfer, as set out in this DPA, unless on further instructions from the Data Exporter.
    5. The Data Importer shall only disclose the Personal Data received from the Data Exporter or processed on behalf of the Data Exporter to a third party in accordance with the requirements of the Applicable Data Protection Legislation
  5. SECURITY OF PROCESSING
    1. The Data Importer and the Data Exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data. In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the Data Exporter.
    2. The Data Importer shall grant access to the Personal Data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the Agreement. It shall ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
    3. In the event of a Personal Data Breach concerning Personal Data Processed by the Data Importer under this DPA, the Data Importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects and notify the Data Exporter without undue delay after having become aware of the breach.
    4. The Data Importer shall protect the Personal Data in the Data Importer’s control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent: (i) unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of the Personal Data, or other similar risks; and (ii) the loss of any storage medium or device on which Personal Data is stored. For the purposes of this Agreement, “reasonable security arrangements” include arrangements set out in Annex II to the Agreement.
  6. USE OF SUB-PROCESSORS
    1. GENERAL WRITTEN AUTHORISATION: The Data Importer has the Data Exporter’s general authorisation for the engagement of sub-processor(s).
    2. Where the Data Importer engages a sub-processor to carry out specific processing activities (on behalf of the Data Exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the Data Importer under this DPA.
    3. The Data Importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the Data Importer has factually disappeared, ceased to exist in law or has become insolvent – the Data Exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the Personal Data.
    4. At the Data Exporter’s request, the Data Importer shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
  7. DATA SUBJECTS’ RIGHTS
    1. The Data Importer shall notify the Data Exporter without undue delay of any request it has received from a Data Subject. It shall not respond to that request itself unless it has been authorised to do so by the Data Exporter.
    2. The Data Importer shall assist the Data Exporter in fulfilling its obligations to respond to Data Subjects’ requests for the exercise of their rights.
    3. In case of a dispute between a Data Subject and one of the Parties as regards compliance with this DPA, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  8. RETENTION OF PERSONAL DATA
    1. The Data Importer shall not retain the Personal Data subject to this DPA (or any documents or records containing this Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this DPA.
    2. The Data Importer shall, upon the request of the Data Exporter:
      1. return to the Data Exporter, all Personal Data; or
      2. delete all Personal Data in its possession,
        and, where applicable, the Data Importer shall also instruct all third parties to whom it has disclosed the Personal Data for the purposes of this DPA to return to the Processor or delete, such Personal Data.
    3. The clauses provided by paragraphs (a) and (b) above shall not apply to the specific situations when the Data Importer is subject to a legal obligation concerning the retention of personal data for a longer period of time.
  9. Dispute resolution and the applicable law
    1. Any dispute under this DPA shall be resolved by amicable settlement.
    2. If an amicable settlement is not possible, any dispute shall be settled in accordance with the State laws from the Data Importer premises.
    3. If there is any conflict or inconsistency between clauses in this DPA and Applicable Data Protection Legislation, then the provisions of the Applicable Data Protection Legislation shall prevail.
  10. Consequences for non-compliance
    1. In case any of the Parties fails to comply with the responsibilities under this DPA, the affected Party shall notify the Party at-fault to remediate the non-conformity within a reasonable period of time.
    2. Depending on the gravity of the non-conformity, the affected Party may suspend the transfer or the Processing of the Personal Data under this DPA for the period of time necessary to remediate the non-conformity.
    3. In the event that:
      1. the transfer or the Processing of Personal Data to or by the Data Importer has been temporarily suspended for longer than 6 months pursuant to paragraph (b); or
      2. compliance by the any of the Parties with this DPA would put it in breach of its obligations under the law in the country in which it is Processing the Personal Data; or
      3. there is a final decision from which no further appeal is possible of a competent court that there has been a breach of this DPA by any of the Parties; or
      4. i) any of the Parties ceases its operations voluntarily or involuntarily, announces its intent to cease operations, or transfers all or substantially all of its assets to a non-affiliated entity,
        then the harmed Party, without prejudice to any other rights which it may have against the Party in fault shall be entitled to terminate this DPA.
    4. The Parties agree that the termination of this DPA at any time, in any circumstances and for whatever reason does not exempt them from the obligations of this DPA regarding the return or deletion of the Personal Data transferred.
    5. The Data Exporter shall be accountable for compliance with its own legal obligations and shall indemnify the Data Importer for any and all damages caused to the Data Importer as a result of the Data Exporter’s failure to comply with its own legal obligations.
  11. General undertakings
    1. Each Party warrants, represents and undertakes to the other Party that it has full capacity and authority to enter into and to perform its obligations under and in accordance with this DPA.
    2. Each Party agrees to comply with all Applicable Data Protection Legislation in connection with the performance of its obligations under this DPA.
    3. In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
  12. Final provisions
    1. The Parties may, by written agreement, adopt or modify this DPA, or as required by the Applicable Data Protection Legislation. This does not preclude the Parties from adding or amending clauses, by written agreement, as appropriate for their commercial or business arrangements.
    2. Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and ChMeetings, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, ChMeetings’ and its Affiliates’ total liability for all claims from Client and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Client and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Client and/or to any Authorized Affiliate that is a contractual party to any such DPA.
    3. ChMeetings may amend this DPA from time to time by posting a revised version on its website, available at https://www.chmeetings.com/data-processing-addendum/. If ChMeetings makes any amendments negatively and materially affecting the rights or obligations of Client in this DPA, ChMeetings shall notify the Client electronically in writing. Upon receiving notice of material changes to this DPA, to the extent that Client is negatively and materially impacted by such changes, Client shall have five (5) days to notify ChMeetings in writing of its intention to terminate the Agreement, after which, Client will be deemed to have accepted the revised DPA. Client’s notification of its intention to terminate the Agreement as a result of material amendments to this DPA under this section, shall include a specific description of how the changes materially and negatively impact Client. ChMeetings shall terminate the Agreement and all Services at any time within sixty (60) days from the day of such written notice to ChMeetings.
    4. This DPA is part of the Agreement concluded between the Parties.
    5. Termination or suspension of this DPA determines the impossibility to continue the Personal Data Processing under this DPA, with serious consequences on the execution of the Agreement.

SCHEDULE 1

DATA PROCESSING AGREEMENT

under the General Data Protection Regulation

EU

 

SECTION I

Clause 1
Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
  2. The Parties:
    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
      have agreed to these standard contractual clauses (hereinafter: “Clauses”).
  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2
Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
    3. Clause 9 – Clause 9(a), (c), (d) and (e);
    4. Clause 12 – Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18 – Clause 18(a) and (b);
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

    Clause 5
    Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6
Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7
Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(m) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(n) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(o) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(p) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(q) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(r) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(s) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(t) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(u) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(v) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(w) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9
Use of sub-processors

(x) GENERAL WRITTEN AUTHORISATION: The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list that can be found in Annex III. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(y) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(z) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(aa) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(bb) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10
Data subject rights

(cc) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(dd) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(ee) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11
Redress

(ff) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(gg) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(hh) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

      1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
      2. refer the dispute to the competent courts within the meaning of Clause 18.

(ii) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(jjj) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(kk) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12
Liability

(ll) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(mm) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(nn) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679, as applicable.

(oo) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(pp) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(qq) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(rr) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13
Supervision

(ss) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(tt) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary

 

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14
Local laws and practices affecting compliance with the Clauses

(uu) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(vv) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

      1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
      2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
      3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(ww) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(xx) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(yy) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(zz) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15
Obligations of the data importer in case of access by public authorities

15.1 Notification

(aaa) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

    1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(bbb) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(ccc) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(ddd) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(eee) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(fff) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(ggg) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(hhh) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

    1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    2. the data importer is in substantial or persistent breach of these Clauses; or
    3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
      In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17
Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland, Dublin.

Clause 18
Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of Ireland, Dublin.
  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX
Annex I – DESCRIPTION OF PROCESSING

 

 

          A. LIST OF PARTIES

Data Exporter:

The Client as mentioned in the Agreement

Activities relevant to the data transferred under these Clauses: The Data Exporter transfers the Personal Data and the Data Importer stores the Personal Data in order to execute the services provision Agreement concluded between the Data Exporter and the Importer.

Role (controller/processor): Controller

 

Data Importer:

Name: ChMeetings

Address: Wellington, Florida (FL)

Data Protection Officer or Contact person: privacy@chmeetings.com

 

Activities relevant to the data transferred under these Clauses: The Data Importer receives the Personal Data from the Data Exporter and Processes it on behalf of the Data Exporter, in accordance with the instructions given by the last one.

Role (controller/processor): Processor

 

          B. DESCRIPTION OF TRANSFER

 

Categories of data subjects whose personal data is transferred:

The Data Subject category concerned by the transfers subject to this Agreement are:

  • Client’s groups and members
  • Client’s Users authorized by Client to use ChMeetings platform

 

Categories of personal data transferred:

First name, last name, contact information (email, phone), facebook profile, address (street name, province, postal code, city, building number, floor, apartment), data related to work (job title, employer, talents and hobbies), data related to education (education level, qualification, school, grade),  data related to family members, marital status, gender, data related to contributions (date, fund, amount, payment method), role name, role type, person ID, group name.

 

Sensitive data transferred:

Sensitive data processed on behalf of the Data Exporter are data which reveal “religious or philosophical beliefs” of the data subjects: baptism date, baptism location, church.

 

The frequency of the transfer:

Data transfers take place on a continous basis, in accordance with the nature of the Agreement.

 

Nature of the processing:

The Processing is based on the commercial relationship according to the Agreement concluded between the Data Exporter and Data Importer and reffers to collection, recording, organisation, structuring, storage, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, erasure or destruction of personal data.

 

Purpose(s) of the data transfer and further processing:

The main purpose for the processing of Personal Data is the execution of the Agreement concluded between the Data Exporter and the Data Importer, whose subject matter is giving access to ChMeetings’ Church Management Software.

The specific purposes for the processing of Personal Data are:

  • Effectively Track and Organize Members and Groups
  • Collect & Track Pledges & Donations
  • Manage, Share and Track Church Events
  • Communicate, Follow Up, Outreach

 

The period for which the personal data will be retained:

Personal Data Processed under this Agreement shall be processed by the Data Importer only during the execution of the Agreement with the Client.

 

Transfers to sub-processors:

The Importer may transfer the Personal Data subject to this DPA or make it available for its providers only for or in accordance with the purposes of the transfer, limiting the access to what is strictly necessary for the provision of the Services and only for the period of time when the Services are provided.

 

C. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority shall be determined in accordance with the Applicable Data Protection Legislation where the Data Subjects are located.

Annex II – TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

 

Description of the technical and organisational measures implemented by the data importer(s) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons:

 

  • Measures for encryption of personal data
  • Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
  • Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
  • Measures for user identification and authorisation
  • Measures for the protection of data during transmission
  • Measures for the protection of data during storage
  • Measures for ensuring physical security of locations at which personal data are processed
  • Measures for internal IT and IT security governance and management
  • Measures for ensuring data minimisation
  • Measures for ensuring data quality
  • Measures for ensuring limited data retention
  • Measures for ensuring accountability
  • Measures for ensuring erasure

Annex III  – LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

  1. Microsoft Azure
    DPO: Microsoft EU Data Protection Officer
    One Microsoft Place
    South County Business Park
    Leopardstown
    Dublin 18
    D18 P521
    Ireland
    Telephone: +353 (1) 706-3117
    Description of the processing: Cloud service provider
  2. Firebase Inc.
    DPO: https://support.google.com/policies/contact/general_privacy_form
    Description of the processing: Cloud service provider
  3. Functional Software, Inc. d/b/a Sentry
    DPO: legal@sentry.io
    Description of the processing: Error Tracking
  4. The Rocket Science Group LLC d/b/a Mailchimp
    DPO: https://mailchimp.com/contact/
    Description of the processing: Email Provider
  5. Twilio Inc.
    DPO: dpo@sendgrid.com
    Description of the processing: Send Text service
  6. Twilio Inc.
    DPO: privacy@twilio.com
    Description of the processing: Send Text service
  7. SMSGlobal
    DPO: privacy@smsglobal.com
    Description of the processing: Send Text service
  8. EaziSMSPro
    DPO: info@eazismspro.com
    Description of the processing: Send Text service
  9. Zapier Inc.
    DPO: privacy@zapier.com
    Description of the processing: Automated integration of contributions
  10. Github Inc.
    DPO: dpo@github.com
    Description of the processing: Code Hosting
  11. Zendesk
    DPO: euprivacy@zendesk.com.
    Description of the processing: Customer Support & Live Chat
  12. Firebase Inc.
    DPO: https://support.google.com/policies/contact/general_privacy_form
    Description of the processing: Push Notifications