Data Processing Agreement

IT IS AGREED AS FOLLOWS:¶

1. Definitions and Interpretation
   1. Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:
      1. "Agreement" means this Data Processing Agreement and all Schedules;
      2. "Company Personal Data" means any Personal Data related to the Company or Company's customers or employees Processed in connection with the Principal Agreement;
      3. "Contracted Processor" means a Subprocessor;
      4. "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
      5. "EEA" means the European Economic Area;
      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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
      7. "GDPR" means EU General Data Protection Regulation 2016/679;
      8. "Data Transfer" means:
         1. a transfer of Company Personal Data from Controller to the Processor or a Contracted Processor; or
         2. an onward transfer of Company Personal Data from the Processor to a Subprocessor, or between two establishments of a Subprocessor;
      9. "Services" means online secure services provided by the Processor, such as email, calendar, drive and other services as developed by the Processor. The details and pricing of the Services can be found on the Processor's website.
      10. "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection with the Agreement.
   2. The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal DataBreach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR or other applicable Data Protection Law, and their cognate terms shall be construed accordingly.
2. Processing of Company Personal Data
   1. Processor shall:
      1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
      2. not process Company Personal Data other than on Controller's documented instructions in Section 2.2 and Annex 3.
   2. Controller instructs Processor to process Company Personal Data to:
      1. provide the Services and related technical support;
      2. fulfill legal obligations;
      3. exercise any internal task aimed to optimise the security, privacy, confidentiality and functionalities of the Services;
      4. Processor may exercise internal reporting, financial reporting and other similar internal tasks.
3. Processor Personnel
   1. Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to 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 Data Protection Laws and other relevant legislation 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
   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.
   2. In assessing the appropriate level of security, Processor shall take into account the risks that are presented by Processing, in particular of a Personal Data Breach.
5. Subprocessing
   1. Subject to this Agreement, Company generally authorizes Processor to engage, disclose and transfer Company Personal Data to Subprocessors. Company approves the list of Subprocessor in Annex 2. Continued use of the Services is considered approval of the Privacy Policy. The Processor shall specifically inform in writing the Controller of any intended changes of that list through the addition or replacement of sub-processors at least 7 days in advance, thereby giving the Controller sufficient time to be able to object to such changes prior to the engagement of the concerned Subprocessor(s). The Processor shall provide the Controller with the information necessary to enable the Controller to exercise the right to object.
   2. Processor ensures that Subprocessors are subject to an agreement with Processor no less restrictive and protective than the present Agreement with respect to the protection of Company Personal Data to the extent applicable to the nature of the services provided by the Subprocessor.
6. Data Subject Rights
   1. Taking into account the nature of the Processing, Processor shall reasonably assist Company for the fulfilment of Company's obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws.
   2. Processor shall:
      1. promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
      2. ensure that it does not respond to that request except on the documented instructions of Controller 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 Controller of that legal requirement before the Contracted Processor responds to the request.
7. Personal Data Breach
   1. Processor shall treat any Personal Data Breach in compliance with applicable Data Protection Laws, which shall include notifying Company upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, either directly or via public means (e.g. blog post). In such cases, Processor shall provide 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.
   2. Processor shall co-operate with 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.
   3. Each Party shall bear the costs of the investigation, remediation, mitigation, and other related costs to the extent a Data Breach is caused by such party.
   4. Each party shall bear the costs of any fines, penalties, damages, or other related amounts imposed by an authorized regulatory body, governmental agency, or court of competent jurisdiction to the extent arising from such party's breach of its obligations under this Agreement.
8. Data Protection Impact Assessment and Prior Consultation
   1. Processor shall provide reasonable assistance to Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller 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
   1. In case of cessation of any Service involving the Processing of Company Personal Data ("Cessation"), the Processor shall delete all Company Personal Data to the extent permitted by applicable laws and in accordance with Processor's Terms and Conditions and Privacy Policy.
10. Audit rights
    1. Subject to this section 10, Processor shall make available to Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Company or an auditor mandated by Company in relation to the Processing of the Company Personal Data by the Contracted Processors. Company shall not exercise its audit rights more than once per calendar year except following a Personal Data Breach or an instruction by a regulatory authority. Company shall generally give Processor at least sixty (60) days prior written notice of its intention to audit Processor pursuant to this Agreement. Audit shall be conducted during Processor's business hours, shall not disrupt Processor's operations and shall ensure the protection of the Company's, Processor's and other Data Subjects' Personal Data. Processor and Company shall mutually agree in advance on the date, scope, duration and security and confidentiality controls applicable to the audit. Company acknowledges that the signing of a non-disclosure agreement may be required by the Controller prior to the conduction of the audit.
    2. Information and audit rights of 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
    1. 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
    1. Compliance with Applicable Laws. Processor will process Company Personal Data in accordance with this Agreement and Data Protection Laws applicable to its role under this Agreement. Processor is not responsible nor liable for complying with Data Protection Laws solely applicable to Company by virtue of its business or industry.
    2. Confidentiality. Each Party must keep any 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:
       1. (a) disclosure is required by law;
       2. (b) the relevant information is already in the public domain through no fault of the Parties.
    3. 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 set out in the heading of this Agreement or email address contact[AT]qbee.io at such other address as notified from time to time by the Parties changing address.
13. Governing Law and Jurisdiction
    1. This Agreement is governed by the laws of Norway.
    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 Norway.

 

IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.¶

For the Company	For the Processor
Name:	Name:
Title;	Title:
Signature:	Signature:
Date:	Date:

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Annex 1:¶

Contact information of the data protection officer/compliance officer of the Data Controller.

Name:
Phone:
Email:

Contact information of the data protection officer/compliance officer of the Data Processor.

Name:	Dmytro Shevchenko
Phone:
Email:	------

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Annex 2:¶

Approved sub-processors.

On commencement of the Clauses, the data controller authorizes the engagement of the following sub-processors:

Name	Address	Description of processing
Google LLC	1600 Amphitheatre Parkway Mountain View, CA 94043, USA	Used to collect website users' statistics
Hubspot Inc	HubSpot, Inc. 25 First, Street, 2nd Floor, Cambridge, MA 02141, USA	Used as a customer relationship management and support platform
Stripe Inc	Stripe, Inc., 510, Townsend Street, San Francisco, CA 94103, USA	Used as a payment provider for credit card transactions
Hotjar Ltd	Dragonara Business Centre, 5th Floor, Dragonara Road, Paceville St Julian's STJ 3141, Malta	Used to collect users' activities on the website
FrontApp		Used as the support system
Maxmind Inc	51 Pleasant Street #1020, Malden, MA 02148, USA	Used to get the postal address based on the device's IP address.
LinkedIn Corporation, LinkedIn Ireland Unlimited Company	Wilton Plaza, Wilton Place, Dublin 2, Ireland	Used to collect website users' statistics

 

Links to the Data Protection Agreements:¶

Google LLC:	https://support.google.com/tagmanager/answer/7207086
Hubspot Inc:	https://legal.hubspot.com/dpa
Stripe Inc:	https://stripe.com/en-no/legal/dpa, https://support.stripe.com/questions/personal-data-subject-access-requests-for-eu-residents-under-gdpr
Hotjar Inc:	https://www.hotjar.com/legal/support/dpa/
FrontApp inc	https://front.com/legal/data-processing-addendum
Maxmind Inc	https://www.maxmind.com/data-processing-addendum.pdf
LinkedIn Corporation	https://www.linkedin.com/legal/l/dpa