Data Protection Addendum

The DPA will only be legally binding and effective if: (1) it is executed here; and (2) you are a Prior Analytics customer on the date it is fully executed.

1. Definitions.

1. “Agreement” means The Prior Analytics’ Support Agreement (as applicable) and the related Order Form, which together govern the provision of the Services to Customer.

2. “Customer Data” means any Personal Data that Prior Analytics processes on behalf of Customer as a Data Processor in the course of providing Services.

3. “Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data by Prior Analytics pursuant to the Agreement, including, where applicable, EU Data Protection Law.

4. “Data Controller” means an entity that determines the purposes and means of the processing of Personal Data.

5. “Data Processor” means an entity that processes Personal Data on behalf of a Data Controller.

6. “EU Data Protection Law” means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (“Directive”) and on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council 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) (“GDPR”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).

7. “EEA” means, for the purposes of this DPA, the European Economic Area, United Kingdom and Switzerland.

8. “Personal Data” means any information relating to an identified or identifiable natural person.

9. “Processing” has the meaning given to it in the GDPR and “process”, “processes”, and “processed” will be interpreted accordingly.

10. “Security Incident” means any unauthorised or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Customer Data.

11. “Services” means any product or service provided by Prior Analytics to Customer pursuant to the Agreement.

2. Relationship with the Agreement.

1. The parties agree that this DPA will replace any existing data protection addendum or similar agreement the parties may have previously entered into in connection with the Services.

2. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA will prevail to the extent of that conflict.
3. Any claims brought under or in connection with this DPA will be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.

4. No one other than a party to this DPA, its successors and permitted assignees will have any right to enforce any of its terms.
5. This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

3. Scope and Applicability of this DPA.

1. This DPA applies where and only to the extent that Prior Analytics processes Customer Data that originates from the EEA and/or that is otherwise subject to EU Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.

2. Part A of this DPA (Sections 4 through 8) will apply to the processing of Customer Data within the scope of this DPA beginning on the Effective Date.

3. Part B of this DPA (Sections 9 through 12) will apply to the processing of Customer Data within the scope of the DPA beginning 25 May 2018. For the avoidance of doubt, Part B will apply in addition to, and not in substitution for, the terms in Part A.

4. Part A: Data Protection Obligations – Roles and Scope of Processing.

1. Role of the Parties. As between Prior Analytics and the Customer, the Customer is the Data Controller of Customer Data, and Prior Analytics will process Customer Data only as a Data Processor acting on behalf of the Customer.

2. Customer Processing of Customer Data. The Customer agrees that: (i) it will comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to Prior Analytics; and (ii) it has provided notice and obtained (or will obtain) all consents and rights necessary under Data Protection Laws for Prior Analytics to process Customer Data and provide the Services pursuant to the Agreement and this DPA.

3. Prior Analytics Processing of Customer Data. Prior Analytics will process Customer Data only for the purposes described in the DPA and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to Prior Analytics in relation to the processing of Customer Data and processing outside the scope of these instructions (if any) will require prior written agreement between Customer and Prior Analytics.

4. Details of Data Processing.

1. Subject matter: The subject matter of the data processing under this DPA is the Customer Data.

2. Duration: As between Prior Analytics and the Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.

3. Purpose: The purpose of the data processing under this DPA is the provision of the Support Services to the Customer and the performance of Prior Analytics pursuant to the Agreement (including this DPA) or as otherwise agreed by the parties.

4. Nature of the processing: Prior Analytics provides CRM Support Services and other related services, as described in the Agreement.

5. Categories of data subjects: Any individual accessing and/or using the Services through the Customer’s Account (“Users”)

6. Types of Customer Data: Typically the CRM system will store:

• Customer and Users: identification and contact data (name, address, title, contact details, username, email, employment details (employer, job title, geographic location, area of responsibility);

5. Legitimate Interests. Notwithstanding anything to the contrary in the Agreement (including this DPA), the Customer acknowledges that Prior Analytics will have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered Personal Data under Data Protection Laws, Prior Analytics is the Data Controller of such data and accordingly will process such data in accordance with the Prior Analytics Privacy Policy and Data Protection Laws.

6. Information Security Policy. 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, Prior Analytics will implement and maintain appropriate technical and organisational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in accordance with Prior Analytics’ security standards described at: (“Information Security Policy”). 

7. Updates to Security Measures. The Customer is responsible for reviewing the information made available by Prior Analytics relating to data security and making an independent determination as to whether the Services meet the Customer’s requirements and legal obligations under the Data Protection Laws. The Customer acknowledges that the Security Policy is subject to technical progress and development and that Prior Analytics may update or modify the Security Policy from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

8. Customer Responsibilities. Notwithstanding the above, the Customer agrees that, except to the extent expressly provided in this DPA, the Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of the Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.

9. International Transfers. Prior Analytics will not transfer any Personal Data outside the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

The Customer or the Provider has proved appropriate safeguards in relation to the transfer;

The Data Subject has enforceable right and effective legal remedies;

The Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

The Provider complied with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Person Data.

Prior Analytics will at all times provide an adequate level of protection when transferring and processing Personal Data outside the European Economic Area.

5. Part B: GDPR Obligations – Additional Security.

1. Confidentiality of Processing. Prior Analytics will ensure that any person who is authorised by Prior Analytics to process Customer Data will be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

2. Security Incident Response. Upon becoming aware of any Security Incident, Prior Analytics will notify the Customer without undue delay and will provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.

3. Return or Deletion of Data. Upon termination or expiration of the Agreement, Prior Analytics will (at Customer’s election) delete or return to the Customer all Customer Data (including copies) in its possession or control, save that this requirement will not apply to the extent Prior Analytics is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data Prior Analytics will securely isolate and protect from any further processing, except to the extent required by applicable law.

6. Cooperation.

1. Data Subject Requests. Concerning Personal Information for which Licensee is the data controller, Prior Analytics Ltd will only act on the written instructions of the Licensee;

 
• Prior Analytics Ltd will ensure that any personnel processing the Personal Information are subject to a duty of confidence;
• Prior Analytics Ltd will take appropriate measures regarding the security of processing;
• Prior Analytics Ltd will only engage sub-processors with the previous consent of the Licensee and under a written contract with such sub-processors;
• Prior Analytics Ltd will assist the Licensee in providing subject access and allowing data subjects to exercise their rights under the GDPR, in circumstances where the Licensee cannot do so through their access to the Licensed Product;
• Prior Analytics Ltd will assist the Licensee in meeting GDPR obligations concerning the security of processing, the notification of personal data breaches and data protection impact assessments;
• Prior Analytics Ltd will delete or return all personal data to the Licensee as requested at the end of the contract;
• Prior Analytics Ltd will submit to audits and inspections, excepting any such onsite; provided they do not interfere or impact Prior Analytics Ltd’s obligations of confidentiality under law or contract or disrupt its ordinary course of business;
• Prior Analytics Ltd will provide the Licensee with the applicable information in Prior Analytics Ltd’s possession that Licensee needs to ensure that Prior Analytics Ltd’s and the Licensee are meeting the obligations for a Processor under Article 28; and
• Prior Analytics Ltd will notify the Licensee promptly if Prior Analytics Ltd is asked by the Licensee to do something infringing the GDPR or other data protection law of the EU or a member state.

 

2. Data Protection Impact Assessments. To the extent Prior Analytics is required under EU Data Protection Law, Prior Analytics will (at the Customer’s expense to the extent legally permitted) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
 
 
19th May 2018