2. Purpose

2.1 The Processor has agreed to provide the Services to the Controller in accordance with the terms of the Agreement. In providing the Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.

3. Scope

3.1 In providing the Services to the Controller pursuant to the terms of the Agreement, the Processor shall process Personal Data only to the extent necessary to provide the Services in accordance with both the terms of the Agreement and the Controller’s instructions documented in the Agreement and this DPA.

4. Processor Obligations

4.1 The Processor may collect, process or use Personal Data only within the scope of this DPA.

4.2 The Processor confirms that it shall process Personal Data on behalf of the Controller and shall take steps to ensure that any natural person acting under the authority of the Processor who has access to Personal Data shall only process the Personal Data on the documented instructions of the Controller.

4.3 The Processor shall promptly inform the Controller, if in the Processor’s opinion, any of the instructions regarding the processing of Personal Data provided by the Controller, breach any applicable data protection laws.

4.4 The Processor shall ensure that all employees, agents, officers and contractors involved in the handling of Personal Data:

(i) are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential;

(ii) have received appropriate training on their responsibilities as a data processor; and

(iii) are bound by the terms of this DPA.

4.5 The Processor shall implement appropriate technical and organizational procedures to protect Personal Data, 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.

4.6 The Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

(i) the encryption of Personal Data;

(ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services;

(iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

(iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
In accessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

4.7 The technical and organizational measures detailed in Exhibit B shall be at all times adhered to as a minimum-security standard. The Controller accepts and agrees that the technical and organizational measures are subject to development and review and that the Processor may use alternative suitable measures to those detailed in the attachments to this DPA.

4.8 The Controller acknowledges and agrees that, in the course of providing the Services to the Controller, it may be necessary for the Processor to access the Personal Data to respond to any technical problems or Controller queries and to ensure the proper working of the Services. All such access by the Processor will be limited to those purposes.

4.9 Where Personal Data relating to an EU Data Subject is transferred outside of the EEA it shall be processed in accordance with the provisions of the Standard Contractual Clauses, unless the processing takes place:

(i) in a third country or territory recognized by the EU Commission to have an adequate level of protection; or

4.10 Taking into account the nature of the processing and the information available to the Processor, the Processor shall assist the Controller by having in place appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights and the Controller’s compliance with the Controller’s data protection obligations in respect of the processing of Personal Data.

(ii) by an organization located in a country which has other legally recognized appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.

5. Controller Obligations

5.1 The Controller represents and warrants that it shall comply with the terms of the Agreement, this DPA and all applicable data protection laws.

5.2 The Controller represents and warrants that it has obtained any and all necessary permissions and authorizations necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA.

5.3 The Controller is responsible for compliance with all applicable data protection legislation, including requirements with regards to the transfer of Personal Data under this DPA and the Agreement.

5.4 All Affiliates of the Controller who use the Services shall comply with the obligations of the Controller set out in this DPA.

5.5 The Controller shall implement appropriate technical and organizational procedures to protect Personal Data, 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. The Controller shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

(i) the encryption of Personal Data;

(ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

(iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
In accessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

5.6 The Controller shall take steps to ensure that any natural person acting under the authority of the Controller who has access to Personal Data only processes the Personal Data on the documented instructions of the Controller.

5.7 The Controller may require correction, deletion, blocking and/or making available the Personal Data during or after termination of the Agreement. The Processor will process the request to the extent it is lawful and will reasonably fulfill such request in accordance with its standard operational procedures to the extent possible.

5.8 The Controller acknowledges and agrees that some instructions from the Controller, including destruction or return of data, assisting with audits, inspections or DPIAs by the Processor, may result in additional fees. In such case, the Processor will notify the Controller of its fees for providing such assistance in advance, unless otherwise agreed.

6. Sub-Processors

6.1 The Controller acknowledges and agrees that:

(i) Affiliates of the Processor may be used as Sub-processors; and

(ii) the Processor and its Affiliates respectively may engage Sub-processors in connection with the provision of the Services.

6.2 All Sub-processors who process Personal Data in the provision of the Services to the Controller shall comply with the obligations of the Processor set out in this DPA.

6.3 Where Sub-processors are located outside of the EEA, the Processor confirms that such Sub-processors:

(i) are located in a third country or territory recognized by the EU Commission to have an adequate level of protection; or

(ii) have entered into Standard Contractual Clauses with the Processor; or

(iii) have other legally recognized appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.

6.4 The Processor shall make available to you the current list of Sub-processors at www.zoolz.com/dpa-subprocessors which shall include the identities of Sub-processors and their country of location. During the term of this DPA, we shall provide you with prior notification of at least 30 days, via email, of any changes to the list of Sub-processor(s) who may process Customer Data before authorising any new or replacement Sub-processor(s) to process Customer Data in connection with the provision of the Services.

6.5 The Controller may object to the use of a new or replacement Sub-processor by notifying the Processor promptly in writing within ten (10) Business Days after receipt of the Processor’s notice. If the Controller objects to a new or replacement Sub-processor, and that objection is not unreasonable, the Controller may terminate the Agreement with respect to those Services which cannot be provided by the Processor without the use of the new or replacement Sub-processor. The Processor will refund the Controller any prepaid fees covering the remainder of the Term of the Agreement following the effective date of termination with respect to such terminated Services.

7. Liability

7.1 The limitations on liability set out in the Agreement apply to all claims made pursuant to any breach of the terms of this DPA.

7.2 The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Sub-processors to the same extent the Processor would be liable if performing the services of each Sub-processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Agreement.

7.3 The parties agree that the Controller shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Affiliates as if such acts, omissions or negligence had been committed by the Controller itself.

7.4 The Controller shall not be entitled to recover more than once in respect of the same claim.

8. Audit

8.1 The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections. Further information about the audit process is available on request.

8.2 Any audit conducted under this DPA shall consist of examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions similar to those set out in the Agreement. In the event that provision of the same is not deemed sufficient in the reasonable opinion of the Controller, the Controller may conduct a more extensive audit which will be:

(i) at the Controller’s expense;

(ii) limited in scope to matters specific to the Controller and agreed in advance;

(iii) carried out during UK business hours and upon reasonable notice which shall be not less than 4 weeks unless an identifiable material issue has arisen; and

(iv) conducted in a way which does not interfere with the Processor’s day-to-day business. The Controller shall provide the Processor with a copy of the audit report within 14 days of the audit being comple