Data Processing Addendum of Octovid Limited
Last updated July 2020
This Data Processing Addendum (“DPA”) deals with the processing of personal data of your customers and potential customers (together, the “customers”), where you are the data controller and we are the data processor.
This DPA was last updated in July 2020 and forms part of the contract between Octovid Limited (the data processor or the “Provider”) and its customers (a data controller or a “Customer”) (the “parties”), being the terms and conditions found here https://octovid.com/legal/terms-and-conditions/ (the “Master Agreement”).
The data controller acts as the sole controller of the personal data of its customers. It is the responsibility of the data controller to secure the requisite consents to gather personal data from its customers. The data processor processes that personal data on the instructions of the data controller, set out herein.
Authorised Persons: the persons or categories of persons that the Customer authorises to give the Provider personal data processing instructions as identified in this DPA.
Business Purposes: the services described in the Master Agreement.
Data Subject: an individual who is the subject of Personal Data.
Personal Data: means any information relating to an identified or identifiable natural person that is processed by the Provider as a result of, or in connection with, the provision of the services under the Master Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes 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, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
Data Protection Legislation: the Irish Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Irish Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in Ireland including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
Personal data types and processing purposes
The Customer and the Provider acknowledge that for the purpose of the Data Protection Legislation, the Customer is the controller and the Provider is the processor.
The Customer retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to the Provider.
The Provider will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with this DPA. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Legislation.
The Provider must promptly comply with any Customer request or instruction from Authorised Persons requiring the Provider to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
The Provider will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Customer or this DPA specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires the Provider to process or disclose Personal Data, the Provider must first inform the Customer of the legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.
The Provider will reasonably assist the Customer with meeting the Customer’s compliance obligations under the Data Protection Legislation, taking into account the nature of the Provider’s processing and the information available to the Provider, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.
The Provider must promptly notify the Customer of any changes to Data Protection Legislation that may adversely affect the Provider’s performance of the Master Agreement.
Personal Data of customers
The Provider will process the following information about the customers on behalf of the Customer:
- Visitor first and last name
- Email address
- Geographical and location information
- IP address
- URL data
- Referring URL
- Online identifiers, such as cookies and device type
- Page views, interactions and time on the site
- Date and time when website pages were accessed
- Any particular information we may have received from the Customer’s customers when producing video adverts for the Customer (including but not limited to their preference, buying habits and other relevant information)
The Provider must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data. The Provider must document those measures in writing and periodically review them to ensure they remain current and complete, at least annually.
The Provider must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of security measures.
Personal Data Breach
The Provider will promptly and without undue delay notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Provider will restore such Personal Data at its own expense.
The Provider will immediately and without undue delay notify the Customer if it becomes aware of:
(a) any accidental, unauthorised or unlawful processing of the Personal Data; or
(b) any Personal Data Breach.
Where the Provider becomes aware of (a) and/or (b) above, it shall, without undue delay, also provide the Customer with the following information:
(a) description of the nature of (a) and/or (b), including the categories and approximate number of both Data Subjects and Personal Data records concerned;
(b) the likely consequences; and
(c) description of the measures taken, or proposed to be taken to address (a) and/or (b), including measures to mitigate its possible adverse effects.
Immediately following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will coordinate with each other to investigate the matter. The Provider will reasonably cooperate with the Customer in the Customer’s handling of the matter, including:
(a) assisting with any investigation;
(b) providing the Customer with physical access to any facilities and operations affected that are within the Provider’s sole control;
(c) facilitating interviews with the Provider’s employees, former employees and others involved in the matter;
(d) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Customer; and
(e) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or unlawful Personal Data processing.
The Provider will not inform any third party of any Personal Data Breach without first obtaining the Customer’s prior written consent, except when required to do so by law.
The Provider agrees that the Customer has the sole right to determine:
(a) whether to provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice; and
(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
The Provider will cover all reasonable expenses associated with the performance of the obligations noted above unless the matter arose from the Customer’s specific instructions, negligence, wilful default or breach of this DPA, in which case the Customer will cover all reasonable expenses.
The Provider will also reimburse the Customer for actual reasonable expenses that the Customer incurs when responding to a Personal Data Breach to the extent that the Provider caused such a Personal Data Breach, including all costs of notice.
Cross-border transfers of personal data
The Provider (or any subcontractor) must not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Customer’s prior written consent.
Where such consent is granted, the Provider may only process, or permit the processing, of Personal Data outside the EEA under the following conditions:
(a) the Provider is processing Personal Data in a territory which is subject to a current finding by the European Commission under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals; or
(b) the Provider participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Provider (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the General Data Protection Regulation ((EU) 2016/679).
If any Personal Data transfer between the Customer and the Provider requires execution of the European Commission’s Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU (the “SCC”), in order to comply with the Data Protection Legislation (where the Customer is the entity exporting Personal Data to the Provider outside the EEA), then the parties will complete all relevant details in, and execute, the SCC, and take all other actions required to legitimise the transfer.
If the Customer consents to appointment by the Provider located within the EEA of a subcontractor located outside the EEA, then the Customer authorises the Provider to enter into the SCC with the subcontractor in the Customer’s name and on its behalf. The Provider will make the executed SCC available to the Customer on request.
Complaints, data subject requests and third party rights
The Provider must, at no additional cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:
(a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
(b) information or assessment notices served on the Customer by any supervisory authority under the Data Protection Legislation.
The Provider must notify the Customer immediately if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.
The Provider must notify the Customer within 1 working day if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.
The Provider will give the Customer its full cooperation and assistance in responding to any complaint, notice, communication or Data Subject request.
The Provider must not disclose the Personal Data to any Data Subject or to a third party other than at the Customer’s request or instruction, as provided for in this DPA or as required by law.
Term and termination
This DPA will remain in full force and effect so long as:
(a) the Master Agreement remains in effect; or
(b) the Provider retains any Personal Data related to the Master Agreement in its possession or control (Term).