The below Data Processing Addendum (DPA) constitutes an integral part of customer Master Subscription Agreement and is hereby incorporated to it by reference, unless a customer has signed a separate written data processing agreement with Syncron.
Notably, the DPA includes the list of authorized subprocessors and EU Standard Contractual Clauses.
Although the DPA is incorporated to your Master Subscription Agreement and valid without the necessity to put your written signatures in the body of the DPA, your company may require signing a written DPA for evidence or internal compliance purposes. To support our Customers’ needs, Syncron provides a pre-signed version of the DPA. If you intend to execute it for the above reasons, please (i) download a pre-signed copy of the DPA here, (ii) countersign it where instructed, and (iii) send back a countersigned copy to Syncron by using the contact form here.
In case of any questions, please use the contact form here.
This Data Processing Addendum (“DPA”) forms part of the Master Subscription Agreement or other written or electronic agreement between Syncron and Customer for the purchase of cloud Services (including associated offline or mobile components) from Syncron (the “Agreement”), identified either as Services or otherwise in the applicable agreement, and hereinafter defined as “Services”. This DPA is intended to reflect the parties’ agreement regarding the processing of personal data that Customer or its Users may, from time to time, transfer to Syncron.
The Customer entity that is a party to the Agreement should be a party to this DPA. The Syncron entity that is a party to the Agreement should be a party to this DPA.
This DPA is hereby incorporated to the Master Subscription Agreement and constitutes its integral part, without the necessity for exchanging written signatures. Either Party’s (Customer and Syncron) acceptance of the Order Form/Master Subscription Agreement (or other underlying agreement incorporating the DPA) shall constitute such Party’s agreement to this DPA, its Schedules and Appendices.
In relation to signing of the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent Syncron processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates.
All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
In the course of providing the Services to Customer pursuant to the Agreement, Syncron may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.
This DPA shall not replace any comparable or additional rights relating to Processing of Customer Data contained in the Agreement.
“Affiliate” means contracting party’s (i.e., either Syncron or Customer) affiliated company that is: (a) controlled, directly or indirectly, by contracting party; (b) controls, directly or indirectly, the contracting party; or (c) is under common control with the contracting party, whereby “control” means the possession by virtue of ownership, directly or indirectly, of more than fifty percent (50%) of the shares of voting rights.
“Authorized Affiliate” means any of Customer’s Affiliate(s) that (a) is permitted to use the Services pursuant to the Agreement between Customer and Syncron, but has not signed its own Agreement or purchase order with Syncron and is not a “Customer” as defined under the Agreement, and (b) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states and/or the United Kingdom.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“Controller” means the entity that determines the purposes and means of the Processing of Personal Data.
“Customer” as defined in the Agreement.
“Customer Data” means what is defined in the Agreement as “Customer Data”, which may include Personal Data.
“Data Protection Laws and Regulations” means the Directive, as transposed into domestic legislation of each member state of the European Union and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR and, to the extent applicable, the data protection or privacy laws of any other country including laws and regulations of the European Economic Area and their member states and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
“Directive” means Directive 95/46/EC of the European Parliament and of the Council of October 24, 1995, as amended, on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Services” as defined in the Agreement.
“Standard Contractual Clauses” means the standard contractual clauses (processors) annexed to EU Commission Decision 2010/87/EU of February 5, 2010 for the transfer of personal data to processors established in third countries under the Directive; or any document that replaces these clauses; the Standard Contractual Clauses are deemed to be amended from time to time to reflect any change made in accordance with Data Protection Laws and Regulations as applicable by (i) the EU Commission to or of the equivalent contractual clauses approved by the EU Commission under EU Directive 95/46/EC or the GDPR (in the case of the Data Protection Laws and Regulations of the European Union or a member state); or (ii) by an equivalent competent authority to or of any equivalent contractual clauses approved by it or by another competent authority under another jurisdiction.
“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations); categories of Customer’s Personal Data, which may be processed by Syncron, are specified in sec. 3.1. below.
“Processing” means any operation or set of operations that are performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” means the entity that Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA, or any related role under applicable Data Protection Laws and Regulations..
“Syncron” means the Syncron entity that is a party to this DPA, being Syncron AB, a company registered in Sweden, Syncron UK Ltd, a company registered in England and Wales, Syncron Germany GmbH, a company registered in Germany, Syncron Services India Private Limited, a company registered in Karnataka, India; Syncron Italy s. a r.l., a company registered in Italy, Syncron Poland sp. z o.o., a company registered in Poland, Syncron Japan Corp., a company incorporated in Japan, or Syncron Inc., a company incorporated in Illinois, as applicable.
“Third-Party Sub-processor” means a third-party subcontractor, other than a Syncron Affiliate, engaged by Syncron that, as part of the subcontractor’s role of delivering the Services, may Process Personal Data of the Customer.
“Supervisory Authority” means an independent public authority that is established by an EU Member State pursuant to the GDPR.
Categories of Personal Data: Personal Data may include, among other information, personal contact information such as name, company address, telephone or mobile number, fax number, email address; employment details including employer’s name, job title, identification numbers; user ID, location data; connection data; device specific information, IP addresses, and online behavior data (as applicable).
Categories of Data Subjects: Data subjects may include administrators and users of Services, such as employees, contractors of Customer and its Authorized Affiliates; collaborators, partners, dealers, suppliers and their respective employees and contractors, and other users of the Customer (as applicable).
As further set out in Chapter III of the GDPR, a Data Subject has certain rights (e.g. information and access to personal data, rectification and erasure, restriction of processing, data portability, right to object and automated individual decision-making). The Controller is obliged to facilitate the exercise of these data subject rights under articles 15 to 22 of the GDPR. The Processor shall assist the Controller by appropriate technical and organizational measures, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. In consequence, Syncron shall, to the extent legally permitted, notify Customer if Syncron or any Third-Party Sub-processor receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, etc. (“Request”). Taking into account the nature of the Processing, Syncron shall assist Customer, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Request under Data Protection Laws and Regulations. Syncron shall not respond to such request except on the documented instructions of the Customer or as required by Data Protection Laws and Regulations (Syncron shall to the extent permitted by Data Protection Laws and Regulations inform Customer of that legal requirement before responding to the request).
Syncron has, 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 assessment of risks to the rights and freedoms of natural persons, implemented and maintains appropriate technical and organizational measures for protection, security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data. Technical and organizational security measures (controls) applied to processing of Customer Data, including Processing of Personal Data, are set forth in Schedule 2 hereto. Syncron regularly monitors compliance with these measures. Syncron will not materially decrease the overall security of the Services during a subscription term. Syncron information security management system achieved the certification with the ISO 27001 standard.
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 Syncron, 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, Syncron’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established hereunder, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.
On behalf of CUSTOMER
Customer’s acceptance of the Order Form/Master Subscription Agreement (or other underlying agreement incorporating the DPA) shall constitute its agreement to this DPA, its Schedules and Appendices.
On behalf of SYNCRON
Syncron’s acceptance of the Order Form/Master Subscription Agreement (or other underlying agreement incorporating the DPA) shall constitute its agreement to this DPA, its Schedules and Appendices.
List of Schedules
Schedule 1: Standard Contractual Clauses with Appendix 1
Schedule 2: Technical and organizational security measures
Schedule 3: List of sub-processors
Standard Contractual Clauses and Description of Data Processing
EU STANDARD CONTRACTUAL CLAUSES (Processors)
[These Clauses are deemed to be amended from time to time, to the extent that they relate to a Restricted Data Transfer which is subject to the Data Protection Laws of a given country or territory, to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with those Data Protection Laws (i) by the Commission to or of the equivalent contractual clauses approved by the Commission under EU Directive 95/46/EC or the GDPR (in the case of the Data Protection Laws of the European Union or a Member State); or (ii) by an equivalent competent authority to or of any equivalent contractual clauses approved by it or by another competent authority under another Data Protection Law (otherwise).]
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
Name of the data exporting organization:
Customer name and contact details indicated in a respective Order Form/Master Subscription Agreement
(the data exporter)
Syncron AB and its affiliates
Contact details: indicated in a respective Order Form/Master Subscription Agreement
(the data importer)
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer which are subject to the DPA (‘the services’) will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; [If these Clauses are governed by a law which extends the protection of data protection laws to corporate persons, the words “except that, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of “personal data” is expanded to include those data” are added.]
(b) ‘the data exporter‘ means the controller who transfers the personal data;
(c) ‘the data importer‘ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the subprocessor‘ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures‘ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix (Schedule) 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix (Schedule) 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix (Schedule) 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix (Schedule) 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
This Appendix forms part of the Clauses. The Parties agree that the signature on the underlying agreement (including Order Form) constitutes an agreement to the Standard Contractual Clauses and this appendix.
The data exporter is the Customer referred in the Agreement and its Authorized Affiliates (if applicable) who subscribed to the Services delivered by Syncron.
The data importer is: Syncron Affiliate(s) located in a third country, as applicable. Syncron Affiliates may take part in provision of Services, which may include support, development, expert services and software maintenance. Syncron is a software-as-a-service provider who offers applications for optimizing its customers after-sales performance, which involves processing personal data provided by users of Services. The data importer will have access to any data provided by the data exporter and will use it exclusively and solely for purposes related to provision of Services.
The personal data transferred concern the following categories of data subjects:
The categories of data subjects whose personal data may be transferred in connection with the Services are determined and controlled by the data exporter in its sole discretion and may include but are not limited to: administrators and users of Services, such as employees, contractors, collaborators, partners, suppliers and other users of Customer (as applicable), who have access to Services and who may store user account information in the Services.
Categories of data
The personal data transferred concern the following categories of data:
The categories of personal data are determined by the data exporter in its sole discretion and may include but are not limited to: personal contact information such as name, company address, telephone or mobile number, fax number, email address; employment details including employer name, job title, identification numbers; user ID, location data; connection data; device specific information, IP addresses, and online behavior data (as applicable).
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
The special categories of personal data, if any, are determined by the data exporter. Special categories of personal data are not requested by Syncron and are not necessary for provision of Services.
The personal data transferred will be subject to the following basic processing activities:
Processing activities may include but are not limited to: creation and administration of accounts in the Services, authorization of access to the Services, verification of User’s rights, data hosting, provision of support to the Customer, creation of accounts in tools used in provision of expert and support services; back-up, and other activities that may be necessary to provide Services in acoordance with the Agreement.
On behalf of CUSTOMER (DATA EXPORTER)
The Data Exporter’s acceptance of the Order Form/Master Subscription Agreement (or other underlying agreement incorporating the DPA) shall constitute its agreement to these Standard Contractual Clauses
On behalf of SYNCRON (DATA IMPORTER)
The Data Importer’s acceptance of the Order Form/Master Subscription Agreement (or other underlying agreement incorporating the DPA) shall constitute its agreement to these Standard Contractual Clauses
Technical and organizational security measures described herein define the controls implemented by Syncron for the development, acquisition, maintenance and operation of Syncron cloud solutions supplied in a Software-as-a-service model.
Sub-processors engaged and authorized to process personal data of Customer in the course of provision of the Services by Syncron
Registered address: C/O Begbies 9 Bonhill Street
London EC2A 4DJ, UK
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