Effective Date: May 10th 2020
The following Data Processing Agreement (“DPA”) forms an integral part of Evvnt’s terms of Service available at www.evvnt.com/terms or, as applicable, the terms and conditions referenced in the statement of work entered into between you and Evvnt (the “Underlying Agreement”). This DPA governs the responsibilities of you and Evvnt with respect to the processing of Client Personal Data (defined below) in the course of your use of the Services.
In the event of a conflict between the terms and conditions of this DPA and the Underlying Agreement, the terms and conditions of this DPA shall supersede and control. All undefined capitalized terms herein shall have the meaning as in the Underlying Agreement.
For the purposes of this DPA:
“personal data”, “special categories of data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority” shall have the same meaning as in Regulation (EU) 2016/679 of the European Parliament and the Council (also known as “EU General Data Protection Regulation” or “GDPR”).
“Sub-processor” means any processor engaged by Evvnt or by any other sub-processor of Evvnt, which agrees to receive from Evvnt, or from any other sub-processor of Evvnt, Client Personal Data intended for processing activities to be carried out on behalf of Client and in accordance with its instructions, the terms of this DPA and the terms of the written subcontract.
“CCPA” means the California Consumer Privacy Act of 2018, as amended, and any regulations promulgated thereunder.
“business,” “business purposes,” “commercial purposes,” “collects,” “collected,” “collection,” “consumer,” “de-identified,” “personal information,” “sell,” “selling,” “sale,” “sold,” “service provider” or “third party” shall have the same meaning as in the CCPA.
“Client Personal Data” means personal data and/or personal information, as applicable, provided to Evvnt in connection with the Services or in the course of Evvnt’s performance of the Services.
“Data Subject” means data subject and/or consumer, as applicable.
2. STATUS OF PARTIES; DETAILS OF THE PROCESSING ACTIVITIES
2.1 The parties agree that with respect to the provision of Services, as applicable: (a) as to processing of the personal information, Client is the business and Evvnt is the service provider; and (b) as to processing of the personal data, Client is the controller and Evvnt is the processor.
2.2 The details of the processing activities to be carried out by Evvnt on behalf of the Client under this DPA and in particular the special categories of personal data where applicable, are specified in Schedule 1, which forms an integral part of this DPA.
3. OBLIGATIONS OF EVVNT
3.1 Evvnt agrees:
(a) to process Client Personal Data only: (i) on behalf of Client and/or the applicable business or controller and in accordance with Client’s documented instructions unless otherwise required by European Union or European Member State law or state or Federal U.S. law to which Evvnt is subject; (ii) for the purpose of carrying out the Services or as otherwise instructed by Client; and(iii) in compliance with this DPA.
(b) that it shall not process the personal information other than on Client’s documented instructions in the Agreement, which include processing to detect data security incidents, protecting against fraudulent or illegal activity, creation of datasets of aggregate consumer information and de-identified information appointing sub-processors, and any other business purpose or operational purpose permissible under the CCPA of a service provider that does not cause Evvnt to lose its service provider status.
(c) that it shall not (i) sell the personal information, (ii) retain, use or disclose the personal information for any purpose other than for the business purposes, including retaining, using, or disclosing the personal information for a commercial purpose other than providing the Services, or (iii) retain, use, or disclose the personal information outside of the business relationship between Client and Evvnt.
(d) that if it is legally required to process Client Personal Data otherwise than as instructed by Client, it shall notify Client before such processing occurs, unless the law requiring such processing prohibits Evvnt from notifying Client on an important ground of public interest, in which case it shall notify Client as soon as that law permits it to do so.
(e) that it has implemented and will maintain appropriate technical and organisational measures to protect Client Personal Data against accidental or unlawful destruction or accidental loss, alteration, un-authorised disclosure or access. Having regard to the state of the art and cost of their implementation, the Evvnt agrees that such measures shall ensure a level of security appropriate to the risks represented by the processing and the nature of Client Personal Data to be protected.
(f) to take reasonable steps to ensure that its personnel who have access to the Client Personal Data have committed themselves to confidentiality or are under appropriate statutory obligation of confidentiality.
(g) that it will, as required by applicable law, notify Client about: (i) any instruction which, in its opinion, infringes applicable law; and (ii) any actual, confirmed security breach, unauthorized access, misappropriation, loss, damage or other compromise of the security, confidentiality, or integrity of Client Personal Data processed by Evvnt or a Sub-processor (“Security Breach”).
(h) that within a reasonable time following discovery of any Security Breach, it shall: (i) take reasonable steps to mitigate the harm to Data Subjects and prevent any further Security Breach; and (ii) provide Client with cooperation and assistance in relation to any notifications that Client is required to make as a result of the Security Breach.
(i) to assist Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Evvnt.
(j) to inform a Data Subject making a request that it should submit the request directly to the Client.
(k) to assist Client in complying with a request from a Data Subject by providing functionality through the Services for Client to fulfill the request itself.
(l) to make available to Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client, upon terms mutually agreeable to the parties.
Evvnt maintains a list of Sub-processors posted at the following URL: https://evvnt.com/infrastructure-sub-processors/ . The URL also includes a link where Client can subscribe for updates on the Evvnt Sub-processors and if subscribed, Client will receive email notification about Evvnt Sub-processor changes. If Client does not object to the engagement of a new Sub-processor within fourteen (14) days of the aforesaid notice, such new Sub-processor will be deemed to have been accepted by Client.
5. ALLOCATION OF COSTS
Each party shall perform its obligations under this DPA at its own cost.
6. RETURN OR DELETION OF CLIENT PERSONAL DATA
Evvnt will enable Client to delete any Client Personal Data through the functionalities of Services at any time during the term of the Agreement. Alternatively, upon written request of Client, Evvnt will securely destroy all Client Personal Data for Client. Notwithstanding the foregoing, Evvnt may prevent Client’s deletion of, or decline to return or destroy any Client Personal Data, if applicable law prevents Evvnt or Sub-processor from doing so.
7. INTERNATIONAL DATA TRANSFERS
Any transfer of personal data made pursuant to this DPA from the European Economic Area or the United Kingdom to any countries which do not ensure an adequate level of data protection within the meaning of the laws and regulations of these countries shall, to the extent such transfer is subject to such laws and regulations, be undertaken by Evvnt in accordance with the Swiss-U.S. and EU-U.S. Privacy Shield Framework and Principles issued by the U.S. Department of Commerce, both available at https://www.privacyshield.gov/EU-US-Framework.
8.1 The limitations and exclusions of liability set forth in the Services Agreement shall apply to this DPA.
8.2 In the event of inconsistencies between the provisions of this DPA and other agreements between the parties, the provisions of this DPA shall prevail. In cases of doubt, this DPA shall prevail, in particular, where it cannot be clearly established whether a clause relates to a party’s data protection obligations.
8.3 Should any provision or condition of this DPA be held or declared invalid, unlawful or unenforceable by a competent authority or court, then the remainder of this DPA shall remain valid. Such an invalidity, unlawfulness or un-enforceability shall have no effect on the other provisions and conditions of this DPA to the maximum extent permitted by law. The provision or condition affected shall be construed either: (a) to be amended in such a way that ensures its validity, lawfulness and enforceability while preserving the Parties’ intentions, or if that is not possible, (ii) as if the invalid, unlawful or unenforceable part had never been contained in this DPA.
8.4 Any amendments to this DPA shall only be effective in they are made in writing duly signed by authorized representatives of the parties hereto.
8.5 The total liability of each of Controller and Processor (and their respective employees, directors, officers, affiliates, successors, and assigns), arising out of or related to this Addendum, whether in contract, tort, or other theory of liability, shall not, when taken together in the aggregate, exceed the limitation of liability set forth in the Terms of Service.
Details of the processing activities
This Schedule forms part of the DPA.
The personal data concerns the following categories of data subjects (please specify):
Personal Data relevant to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
Categories of data
The personal data concerns the following categories of data (please specify):
Personal Data relevant to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
Special categories of data (if appropriate)
The personal data will be subject to the following basic processing activities (please specify):