Data Processing Agreement (DPA)
(Last Modified November 5, 2021)
Introduction to this Agreement
Processing personal data in a secure, fair, and transparent way is extremely important to us at ClientSuccess. As part of this effort, we process personal data in accordance with EU Data Protection Laws including EU’s General Data Protection Regulation (“GDPR”), ‘and the United Kingdom(UK) Data Protection Act 2018 to the extent applicable’.
To better protect individuals’ personal data, we are providing these terms to govern ClientSuccess’ and your handling of personal data (the “Data Processing Agreement” or “DPA”). This DPA forms part of, and amends the Terms of Service (“ToS”) and requires no further action on your part.
It is important that all parties understand what data and whose data is protected under this DPA. Each party has respective obligations to protect personal data; therefore, the following definitions explain the scope of this DPA and the mutual commitments to protect personal data.
“ClientSuccess”, “we”, “us”, or “our” refers to the provider of the ClientSuccess website and services, (collectively referred to as the “ClientSuccess Service.”).
“You” or “Customer” refers to the company or organization that signs up to use the ClientSuccess Service to manage the relationships with your customers.
“Party” refers to ClientSuccess and/or the customer depending on the context.
“Personnel” refers to those individuals who are employed by or are under contract to perform a service on behalf of one of the parties. Personnel may have rights in their personal data (including business contact information) if they reside in the EU. It is important to be clear about how personnel’s rights are protected.
“Sub-processor” is a Third-party, independent contractors, vendors and suppliers who provide specific services and products related to the ClientSuccess website and our services, such as hosting, mailing list hosting, etc. (“third-party” or “outside contractor” shall have similar meanings).
“Incident” means: (a) a complaint or a request with respect to the exercise of an individual’s rights under the GDPR; (b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or (c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach having taken place or being about to take place.
The terms, “Data Subject”, “Personal Data”, “Member State”, “Controller”, “Processor”, and “Processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
‘Data Protection Law’ means all applicable legislation relating to data protection and privacy including without limitation the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time
“SCCs” refers to the standard contractual clauses for processors as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at
https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj , or Swiss Federal Data Protection Authority (as applicable).
For the sake of readability, we do not use initial capitalization of defined terms in this DPA. Defined terms are defined terms, irrespective of their format.
1. Undertakings regarding personal data
- Each party agrees that personal data shall be treated as confidential information under this DPA. In addition, each party shall at all times comply with applicable laws relating to data protection in the relevant jurisdiction with respect to each other’s personal data.
- Personal Data shall remain the property of the disclosing party. ClientSuccess acknowledges that customer is the controller and maintains control over data subject’s personal data.
- ClientSuccess will process customer’s personal data only to the extent strictly necessary for the purpose of providing the services in accordance with the ToS and any further written instructions from the customer that are mutually agreed upon in writing. The details of the processing of personal data as required by Article 28(3) GDPR are set out at Annex B. ClientSuccess agrees that:
- it will implement and maintain a reasonable and appropriate security program comprising adequate security, technical and organizational measures to protect against unauthorized, unlawful or accidental processing, use, erasure, loss or destruction of, or damage to, customer personal data;
- it will not modify, alter, delete, publish or disclose any customer personal data to any third party, nor allow any third party to process such personal data on ClientSuccess’ behalf unless the third party is bound to similar confidentiality and data handling provisions;
- it shall ensure that access to personal data is limited to those personnel who require such access to perform its obligations under the ToS, and its personnel engaged in the processing of personal data are informed of the confidential nature of the personal data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. ClientSuccess shall ensure that such confidentiality obligations survive the termination of the personnel engagement; and
- it will only process customer personal data to the extent necessary to perform its obligations under the ToS, upon written instructions of the customer (only as mutually agreed upon), and in accordance with applicable laws.
- Upon termination of your account, ClientSuccess will delete, or at customer’s request, return all personal data in accordance with our standard backup and retention policy per the ToS, normally, no later than 90 days, unless we are required to retain personal data due to Union, Member State or United States laws; in which case ClientSuccess reserves the right to retain personal data.
2. Undertakings regarding sub-processors
- The parties acknowledge that ClientSuccess may engage third-party sub-processors in connection with the obligations of the ToS. For any sub-processor with which ClientSuccess engages, we will enter into a written agreement containing data protection obligations no less protective than those in this Agreement and as required to protect customer’s personal data to the standard required by the GDPR.
- ClientSuccess shall make available to customer the current list of sub-processors by posting that list online at: https://www.clientsuccess.com/legal/sub-processors/. ClientSuccess shall post changes to its website if it adds or removes sub-processors. Customer may object to a new sub-processor appointment or replacement, provided such objection is based on reasonable grounds related to data protection. ClientSuccess will use reasonable efforts to work in good faith with customer to find an acceptable, reasonable, alternate solution. If the parties are not able to agree to an alternate solution, customer may suspend or terminate their account.
- For the avoidance of doubt, the above authorization to the engagement of sub-processors constitutes customer’s prior written consent to the sub-processing by ClientSuccess for purposes of Clause 11 of the Standard Contractual Clauses.
3. Customer undertakings and ClientSuccess’ assistance
- Customer warrants that it has all necessary rights to provide to ClientSuccess the personal data for processing in connection with the provision of the ClientSuccess Services.
- To the extent required by applicable law, customer is responsible for ensuring that any data subject consents that may be necessary to this processing are obtained, and for ensuring that a record of such consents is maintained, including any consent to use personal data that is obtained from third parties. Should such consent be revoked by a data subject, customer is responsible for communicating the fact of such revocation to ClientSuccess, and ClientSuccess remains responsible for implementing any customer instruction with respect to the further processing of that personal data, or, as may be in accordance with any of ClientSuccess’ legal obligations.
- Customer understands, as a controller, that it is responsible (as between customer and ClientSuccess) for:
- determining the lawfulness of any processing, performing any required data protection impact assessments, and accounting to regulators and individuals, as may be needed;
- making reasonable efforts to verify parental consent when data is collected on a data subject under 16 years of age;
- providing relevant privacy notices to data subjects as may be required in your jurisdiction, including notice of their rights and provide the mechanisms for individuals to exercise those rights;
- responding to requests from individuals about their data and the processing of the same, including requests to have personal data altered, corrected, or erased, and providing copies of the actual data processed;
- implementing your own appropriate technical and organizational measures to ensure and demonstrate processing in accord with this DPA;
- notifying individuals and any relevant regulators or authorities of any incident as may be required by law in your jurisdiction.
- ClientSuccess shall assist the customer by implementing appropriate technical and organizational measures, insofar as this is reasonably and commercially possible, in fulfilling customer’s obligations to respond to individuals’ requests to exercise rights under the GDPR.
- ClientSuccess shall assist the customer by implementing appropriate technical and organizational measures, insofar as this is reasonably and commercially possible, to ensure compliance with articles 32 to 36 (inclusive) of the GDPR.
- Customer may contact ClientSuccess in writing to schedule an audit of the procedures relevant to the protection of personal data. Customer shall reimburse ClientSuccess for any time or resources expended for any such on-site audit at the ClientSuccess’ then-current professional services rates, which shall be made available to customer upon request. Before the commencement of any such on-site audit, customer and ClientSuccess shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify ClientSuccess with information regarding any non-compliance discovered during the course of an audit.
4. Incident Management
- When either party becomes aware of an incident that impacts the processing of personal data, it shall promptly notify the other about the incident and shall reasonably cooperate in order to enable the other party to perform a thorough investigation into the incident, to formulate a correct response, and to take suitable further steps in respect of the incident.
- Both parties shall at all times have in place written procedures which enable them to promptly respond to the other about an incident. Where the incident is reasonably likely to require a data breach notification under applicable laws, the party responsible for the incident shall notify the other without undue delay of having become aware of such an incident.
- Any notifications made under this section shall be made to email@example.com (when made to ClientSuccess) and to our point of contact with you (when made to the customer), and shall contain: (i) a description of the nature of the incident, including, where possible, the categories and approximate number of individuals concerned and the categories and approximate number of records concerned; (ii) the name and contact details of the point of contact where more information can be obtained; (iii) a description of the likely consequences of the incident; and (iv) a description of the measures taken or proposed to be taken to address the incident including, where appropriate, measures to mitigate its possible adverse effects.
5. Liability and Indemnity
- Each party’s liability towards the other party under or in connection with this DPA will be limited in accordance with the provisions of the ToS.
- The customer acknowledges that ClientSuccess is reliant on the customer for direction as to the extent to which ClientSuccess is entitled to process customer’s personal data on behalf of customer in performance of the Services. Consequently ClientSuccess will not be liable under the ToS for any claim brought by a data subject arising from any action or omission by ClientSuccess, to the extent that such action or omission resulted from the customer’s instructions or from customer’s failure to comply with its obligations under the applicable data protection law.
6. Duration and Termination
- This DPA shall come into effect on November 5, 2021 and shall continue until it is changed or terminated in accordance with the ToS.
- Termination or expiration of this DPA shall not discharge the parties from the confidentiality obligations herein.
7. International Data Transfers
- Data center locations. Customer acknowledges that ClientSuccess may transfer and process personal data to and in the United States and anywhere else in the world where ClientSuccess, its affiliates or its sub-processors maintain data processing operations. ClientSuccess shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Laws.
- European Data transfers. To the extent that ClientSuccess is a recipient of personal data protected by EU Data Protection Laws (“EU Data”), the parties agree that ClientSuccess makes available the mechanisms listed below:
- SCCs: ClientSuccess agrees to abide by and process EU Data in compliance with the SCCs, which are incorporated in full by reference and form an integral part of this DPA. For the purposes of the SCCs:
- ClientSuccess agrees that it is the “data importer” and customer is the “data exporter” under the SCCs (notwithstanding that customer may itself be an entity located outside the EU);
- Annex B includes links to the SCCs and related appendices The parties further agree that the SCCs will apply to personal data that is transferred via the Service from Europe to outside Europe, either directly or via onward transfer, to any country or recipient: (a) not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Law)
- If and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses shall prevail to the extent of such conflict.
- SCCs: ClientSuccess agrees to abide by and process EU Data in compliance with the SCCs, which are incorporated in full by reference and form an integral part of this DPA. For the purposes of the SCCs:
- Objection to New Sub-Processors. You have the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data. If you do notify ClientSuccess of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, ClientSuccess will, at its sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination). The parties agree that by complying with this sub-section, ClientSuccess fulfils its obligations under Sections 9 of the SCCs.
- Sub-Processor Agreements. For the purposes of Clause 9(c) of the SCCs, you acknowledge that ClientSuccess may be restricted from disclosing Sub-Processor agreements but ClientSuccess shall use reasonable efforts to require any Sub-Processor it appoints to permit it to disclose the Sub-Processor agreement to you and shall provide (on a confidential basis) all information we reasonably can.
- Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to ClientSuccess, and you do not otherwise have access to the required information, ClientSuccess will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.
- Transfer Mechanisms for Data Transfers. ClientSuccess shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
- Privacy Shield: Although ClientSuccess does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as ClientSuccess is self-certified to the Privacy Shield ClientSuccess will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement.
- To extent that and for so long as the SCCs as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in this DPA.
- If for any reason ClientSuccess cannot comply with its obligations under the SCCs or is breach of any warranties under the SCCs, and you intend to suspend the transfer of European Data to ClientSuccess or terminate the SCCs, you agree to provide ClientSuccess with reasonable notice to enable it to cure such non-compliance and reasonably cooperate with ClientSuccess to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If ClientSuccess have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).
- Demonstration of Compliance. ClientSuccess will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by or your auditor in order to assess compliance with this DPA. You acknowledge and agree that you will exercise your audit rights under this DPA and Clause 8.9 of the SCCs by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section. You acknowledge that the Service is hosted by our data center partners who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) a summary copy of its penetration testing report(s) to you so that you can verify our compliance with this DPA. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.
- To the extent ClientSuccess processes personal data originating from and protected by Data Protection Laws in one of the jurisdictions listed in Annex A, then the terms specified in Annex A with respect to the applicable jurisdiction(s) (“Jurisdiction-Specific Terms”) apply in addition to the terms of this DPA. In the event of any conflict or ambiguity between the Jurisdiction-Specific Terms and any other terms of this DPA, the applicable Jurisdiction-Specific Terms will take precedence, but only to the extent of the Jurisdiction-Specific Terms’ applicability to ClientSuccess.
Annex A – Jurisdiction-Specific Terms
- The definitions of: “controller” includes “Business”; “processor” includes “Service Provider”; “data subject” includes “Consumer”; “personal data” includes “Personal Information”; in each case as defined under CCPA.
- “Process,” “Processed” or “Processing” means any operation or set of operations which is performed on Personal Information, or on sets of Personal Information, whether or not by automated means.
- ClientSuccess’ obligations regarding data subject requests, as described in Section 3(d) and 3(e) (data subject rights and cooperation) of this DPA, apply to Consumer’s rights under the CCPA.
- Notwithstanding anything to the contrary, Customer Personal Information is the Personal Information that ClientSuccess processes on behalf of Customer under the Agreement. ClientSuccess may Process Customer Personal Information for the sole purpose of performing its obligations under the Agreement and shall not use Customer Personal Information for any other purpose without the express written consent of Customer. In particular, ClientSuccess shall not: (i) sell, as it is defined in the CCPA, Customer Personal Information or share Customer Personal Information with any third party without Customer’s permission; (ii) retain, Customer or disclose Customer Personal Information for any purpose other than the purposes specified in this Agreement, including retaining, using or disclosing Customer Personal Information for a commercial purpose other than to provide its services to Customer; and (iii) retain, use or disclose Customer Personal Information outside of ClientSuccess’ business relationship with Customer. The parties acknowledge that any disclosure of Customer Personal Information pursuant to the Agreement does not confer any value under the Agreement.
- ClientSuccess shall comply with all applicable requirements of the CCPA in the performance of its obligations under the Agreement, including implementing and maintaining reasonable security measures appropriate to the nature of the Personal Information, in order to protect Customer Personal Information from unauthorized access, destruction, use, modification, or disclosure. ClientSuccess undertakes to repair any harm any person may suffer due to Processing performed in violation of its legal, regulatory and contractual obligations, except if ClientSuccess proves that it is not liable for such harm.
- ClientSuccess may de-identify or aggregate personal data as part of performing the Service specified in this DPA and the Agreement.
- Where sub-processors process the personal data of our customers, ClientSuccess takes steps to ensure that such sub-processors are Service Providers under the CCPA with whom ClientSuccess has entered into a written contract that includes terms substantially similar to this DPA or are otherwise exempt from the CCPA’s definition of “sale”. ClientSuccess conducts appropriate due diligence on its sub-processors.
Annex B — Standard Contractual Clauses (Processors)
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
|Customer: ____________________________ (the data exporter)||ClientSuccess, Inc. (the data importer)|
|Address:||770 E Main Street #151, Lehi UT 84043|
each a ‘party’; together ‘the parties’,
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.
For the purposes of the Clauses:
- ‘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;
- ‘the data exporter’ means the controller who transfers the personal data;
- ‘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;
- ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor 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;
- ‘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;
- ‘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.
Details of the transfer
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.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
- 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;
- 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;
- that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- 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;
- that it will ensure compliance with the security measures;
- 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;
- to forward any notification received from the data importer or any sub-processor 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;
- to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing 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;
- that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor 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
- that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
- 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;
- 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;
- that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- that it will promptly notify the data exporter about:
- 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;
- any accidental or unauthorised access; and
- any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- 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;
- 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;
- to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 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;
- that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the sub-processor will be carried out in accordance with Clause 11;
- to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
- to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- to refer the dispute to the courts in the Member State in which the data exporter is established.
- The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
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.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
- The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Obligation after the termination of personal data-processing services
- The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Appendix 1 to the Standard Contractual Clauses
This Appendix includes certain details of the processing of personal data as required by Article 28(3) GDPR forms and part of the Clauses and must be completed and signed by the parties. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
The ClientSuccess platform caters to a broad customer and end user base that spans across the spectrum of industries. ClientSuccess does not control nor limit the subject matter our customers’ end users submit through the use of our tool. Considering this, the nature of the product, and ClientSuccess’ role as a processor, inventorying an absolute list of data categories ingested and processed is not possible.
The data exporter is the entity identified as “Customer” in the DPA or “you” in the Terms of Service.
The data importer is ClientSuccess, Inc.
Data subjects include the data exporter’s customers and end-users.
Categories of data
Data subjects may upload, submit or otherwise provide certain personal data to the ClientSuccess, the extent of which is typically determined and controlled by our customer in its sole discretion, and could include but is not limited to the following types of data:
Identification and contact data (name, address, title, contact details, username); personal detailed information (age, sex, gender, family status, birthplace, marital status, name of spouse, physical characteristics); financial information (credit card details, account details, payment information); employment details (employer, job title, geographic location, area of responsibility); occupation or other demographic information (address, title, contact details, including email address); personal interests or preferences (lifestyle, habits, purchase history, marketing preferences and publicly available social media profile information); IT information (IP addresses, usage data, cookies data, location data, browser data); financial information (credit card details, account details, payment information).
Special categories of data (if appropriate)
ClientSuccess processes data that could include but is not limited to the special categories of data: health data, genetic data, racial and ethnic origin, sexual orientation and/or habits, political opinion, religious affiliation or beliefs, non-political or non-trade union memberships, criminal convictions and offenses.
Personal data will be processed in accordance with the Terms of Service (including this DPA) and may be subject to the following processing activities:
- Storage and other processing necessary to provide, maintain and improve ClientSuccess Service provided to customer pursuant to the Terms of Service; and/or
- Disclosures in accordance with the Terms of Service and/or as compelled by applicable law.
Nature and purpose of processing: Personal Data is Processed for the purpose of delivering the ClientSuccess service and supporting the ClientSuccess website and the platform and other related services, as more particularly described in the DPA.
Duration and subject matter of processing: The subject matter and duration of the processing of the personal data are set out in the Terms of Service.
Personal Data Deletion or Return: Upon expiration or termination of the data exporter’s use of the Services, the data importer will delete or return the Personal Data in accordance with the terms of the Terms of Service (including this DPA).
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Clauses and must be completed and signed by the parties. Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) can be found in our Security Policy.
We currently observe the Security Measures described in this Appendix 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth above.
a) Access Control
1. Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II compliance, among other certifications.
Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.
2. Preventing Unauthorized Product Use
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Penetration testing: We partner with a penetration testing service provider for an annual penetration test. The intent of the penetration test is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
3. Limitations of Privilege & Authorization Requirements
Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.
Background checks: All ClientSuccess employees undergo a third-party background check as part of our hiring process and as a condition of employment, in accordance with and as permitted by the applicable laws. All ClientSuccess employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
b) Transmission Control
In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the ClientSuccess products. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
c) Input Control
Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
d) Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99% uptime.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
The parties hereby agree:
|Customer:________________________ (Data Exporter)||ClientSuccess Inc. (Data Importer)|
|Name:||Name: Jeremy Knudsen (CPO/CTO)|