Book a demo
Our Work
Why Us
Blog
Pricing

Superside Data Processing Agreement

Last Updated: 14 December 2021

This Data Processing Agreement (the “DPA”) constitutes an integral part of all agreements between Konsus, Inc., a Delaware corporation (the “Processor” or “Superside”) and the Client (the “Controller”), including the Superside Terms of Use or under any Master Service Agreement or similar agreement (the “Agreement”), and reflects the parties’ agreement with respect to the processing of Personal Data. This DPA supplements the Agreement and in the event of any conflict between the terms of this DPA and the terms of the Agreement, the terms of this DPA prevail with regard to the specific subject matter of this DPA. This DPA amends, supersedes and replaces any prior agreement relating to data processing and/or data protection the parties entered into prior to entering into this DPA.

  1. DEFINITIONS
    Capitalized terms used in this DPA shall have the meanings given to them in the Agreement and below:
    1. Applicable Data Protection Law means (a) all data protection laws and regulations applicable to the European Economic Area and Switzerland, including the General Data Protection Regulation 2016/679 (“GDPR”), and EU Member State laws supplementing the GDPR; (b) the UK Data Protection Act of 2018, and the UK GDPR (collectively “UK Data Protection Laws”); and (c) the CCPA.
    2. Controller Data means any Personal Data that Processor processes on behalf of Controller in providing the Services including all electronic data, text, messages or other materials submitted to the Service by Users and End-Users in connection with Your use of the Service.
    3. CCPA means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., and its implementing regulations.
    4. Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Controller Data transmitted, stored or otherwise processed by Processor.
    5. Data Subject: means the identified or identifiable person to whom Personal Data relates.
    6. “EEA Personal Data” means Personal Data collected from data subjects when they were located in the European Economic Area (EEA).
    7. Permitted Purpose means the use of the Controller Data to the extent necessary for provision of the Services by Processor to the Controller.
    8. Personal Data means any information relating to an identified or identifiable natural person that relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person.
    9. Regulator means any supervisory authority with authority under Applicable Data Protection Law over all or any part of the provision or receipt of the Services or the processing of Personal Data.
    10. Service means the products and services that are ordered by Controller through a link or via a Statement of Work (“SOW”) and made available online by Processor.
    11. Sub-Processor means any third-party data processor engaged by Processor, who receives Personal Data from Processor for processing on behalf of Data Controller and in accordance with Data Controller’s instructions (as communicated by Processor) and the terms of its written subcontract.
    12. “Swiss Personal Data” means Personal Data collected from data subjects while they are located in Switzerland.
    13. Terms such as “processing”, “controller”, “processor”, “service provider”, and “supervisory authority” shall have the meaning ascribed to them in the Applicable Data Protection Law.
    14. “UK Personal Data” means Personal Data collected from data subjects when they were located in the United Kingdom.
  2. PURPOSE
    1. Controller and Processor have entered into the Agreement pursuant to which Controller is granted a license to access and use the Service. In providing the Service, Processor will engage, on behalf of Controller, in the processing of Personal Data submitted to and stored within the Service by Controller.
    2. The parties are entering into this DPA to ensure that the processing by Processor of Controller Data, within the Service by Controller and/or on its behalf, is done in a manner compliant with Applicable Data Protection Law and its requirements regarding the collection, use and retention of Personal Data of Data Subjects.
  3. OWNERSHIP OF THE CONTROLLER DATA
    1. As between the parties, all Personal Data Processed under the terms of this DPA (“Controller Data”) and the Agreement shall remain the property of Data Controller. Under no circumstances will Data Processor act, or be deemed to act, as a “controller” (or equivalent concept) of the Controller Data Processed within the Service under any Applicable Data Protection Law.
  4. OBLIGATIONS OF DATA PROCESSOR
    1. The parties agree that the subject-matter and duration of Processing performed by Data Processor under this DPA, including the nature and purpose of Processing, the type of Personal Data, and categories of Data Subjects, shall be as described in Schedule 1 of this DPA and in the Agreement.
    2. As part of Data Processor providing the Service to Data Controller under the Agreement, Data Processor agrees and declares as follows:
      1. to process Personal Data in accordance with Data Controller’s documented instructions as set out in the Agreement and this DPA or as otherwise necessary to provide the Service, except where required otherwise by applicable laws (and provided such laws do not conflict with Applicable Data Protection Law); in such case, Data Processor shall inform Data Controller of that legal requirement upon becoming aware of the same (except where prohibited by applicable laws);
      2. to ensure that all staff and management of any member of the Processor are fully aware of their responsibilities to protect Personal Data in accordance with this DPA and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
      3. to implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (a “Data Security Breach”), provided that such measures shall take 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, so as to ensure a level of security appropriate to the risks represented by the Processing and the nature of the Data to be protected;
      4. to notify Data Controller, without undue delay, in the event of a confirmed Data Security Breach affecting Data Controller’s Service Data and to cooperate with Data Controller as necessary to mitigate or remediate the Data Security Breach;
      5. to comply with the requirements of Section 12 (Use of Sub-processors) when engaging a Sub-processor;
      6. taking into account the nature of the Processing, to assist Data Controller (including by appropriate technical and organizational measures), insofar as it is commercially reasonable, to fulfil Data Controller’s obligation to respond to requests from Data Subjects to exercise their rights under Applicable Data Protection Law (a “Data Subject Request”). In the event Data Processor receives a Data Subject Request directly from a Data Subject, it shall (unless prohibited by law) direct the Data Subject to the Data Controller in the first instance. However, in the event Data Controller is unable to address the Data Subject Request, taking into account the nature of the Processing and the information available to Data Processor, Data Processor, shall, on Data Controller’s request and at Data Controller’s reasonable expense, address the Data Subject Request, as required under the Applicable Data Protection Law;
      7. upon request, to provide Data Controller with commercially reasonable information and assistance, taking into account the nature of the Processing and the information available to Data Processor, to help Data Controller to conduct any data protection impact assessment or Supervisor consultation it is required to conduct under Applicable Data Protection Law;
      8. upon termination of Data Controller’s access to and use of the Service, to comply with the requirements of Section 6 (Return and Destruction of Personal Data);
      9. to comply with the requirements of Section 11 (Audits) in order to make available to Data Controller information that demonstrates Data Processor’s compliance with this DPA; and
      10. Data Processor shall immediately inform Data Controller if, in its opinion, Data Controller’s Processing instructions infringe any law or regulation. In such event, Data Processor is entitled to refuse Processing of Personal Data that it believes to be in violation of any law or regulation.
  5. OBLIGATIONS OF DATA CONTROLLER
    1. As part of Data Controller receiving the Service under the Agreement, Data Controller agrees and declares as follows:
      1. it is solely responsible for the accuracy, quality, and legality of Personal Data and the means by which such Personal Data is acquired and the Processing of Personal Data by Data Controller, including instructing Processing by Data Processor in accordance with this DPA, is and shall continue to be in accordance with all the relevant provisions of the Applicable Data Protection Law, particularly with respect to the collection, security, protection, and disclosure of Personal Data;
      2. that if Processing by Data Processor involves any “special” or “sensitive” categories” of Personal Data (as defined under Applicable Data Protection Law), Data Controller has collected such Personal Data in accordance with Applicable Data Protection Law;
      3. that Data Controller will inform its Data Subjects:
        1. about its use of data processors to Process their Personal Data, including Data Processor, to the extent required under Applicable Data Protection Law; and
        2. that their Personal Data may be Processed outside of the European Economic Area;
      4. that it shall notify to the Data Controller the contact details of EU representative of the Data Controller, if applicable; and of the data protection officer of the Data Controller, if appointed;
      5. that it shall respond in reasonable time and to the extent reasonably practicable to enquiries by Data Subjects regarding the Processing of their Personal Data by Data Controller, and to give appropriate instructions to Data Processor in a timely manner; and
      6. that it shall respond in a reasonable time to enquiries from a Supervisor regarding the Processing of relevant Personal Data by Data Controller.
  6. RETURN AND DESTRUCTION OF PERSONAL DATA
    1. Upon the termination of Data Controller’s access to and use of the Service, Data Processor will, up to thirty (30) days following such termination, permit Data Controller to export its Controller Data, at its expense, in accordance with the capabilities of the Service. Following such period, Data Processor shall have the right to delete all Controller Data stored or Processed by Data Processor on behalf of Data Controller in accordance with Data Processor’s deletion policies and procedures. Data Controller expressly consents to such deletion.
  7. CONTROLLER’S INSTRUCTIONS
    1. Controller represents and warrants that it:
      1. has complied, and will continue to comply, with all applicable laws, including Applicable Data Protection Law, in respect of its processing of Controller Data and any processing instructions it issues to Processor; and
      2. has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under Applicable Data Protection Law for Processor to process Controller Data for the purposes described in the Agreement.
  8. INTEGRATIONS
    The Service may provides links to integrations with Third Party Products, including, without limitation, certain Third Party Products which may be integrated directly into Controller’s account or instance in the Service. If Controller elects to enable, access or use such Third Party Products, its access and use of such Third Party Products is governed solely by the terms and conditions and privacy policies of such Third Party Products, and Processor does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Products, including, without limitation, their content or the manner in which they handle Controller Data or any interaction between Controller and the provider of such Third Party Products. Processor is not liable for any damage or loss caused or alleged to be caused by or in connection with Controller’s enablement, access or use of any such Third Party Products, or Controller’s reliance on the privacy practices, data security processes or other policies of such Third Party Products. The providers of Third Party Products shall not be deemed Sub-processors for any purpose under this DPA.
  9. EEA, UK & SWISS PERSONAL DATA TRANSFERS EEA
    1. EU Standard Contractual Clauses (EU SCC). The parties agree, as evidenced by their signature on this DPA, that the EU SCC, attached to this DPA as Schedule 1, will apply to EEA Personal Data transferred from Controller, either directly from the EEA or via onward transfer, to Processor. In the event that any provision of the EU SCC is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of the SCC and the terms of this DPA shall remain operative and binding on the parties. The parties agree on the following clarifications in relation to the EU SCC:
      1. Pursuant to Clause 9(a) of the EU SCC, Controller acknowledges and expressly agrees that Processor will appoint and engage new Sub-Processors in accordance with Section 8 of this DPA.
      2. The audits described in Clause 8.9(c) and (d) of the EU SCC shall be carried out in accordance with Section 7 of this DPA.
      3. The certification of deletion of Controller Data that is described in Clause 16(d) of the EU SCC shall be provided by Processor only upon Controller’s request.
      4. The liability described in Clause 12 shall in no event exceed the limitations set forth in the Agreement, and that under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party or any third party for any lost profits, lost sales of business, lost data (being data lost in the course of transmission via Controller’s systems or over the Internet through no fault of Processor), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. For the avoidance of doubt, this section shall not be construed as limiting the liability of either party with respect to claims brought by data subjects.
    2. Swiss Personal Data. The parties agree that the EU SCC attached at Schedule 1 will apply to Swiss Personal Data transferred from Controller, either directly from Switzerland or via onward transfer, to Processor to the extent Processor is located in the United States or any country not recognized by Switzerland as providing an adequate level of protection for personal data. The Parties agree that the following clarifications apply to Schedule 1 as to the processing of Swiss Personal Data:
      1. for purposes of Annex I.C under EU SCC Clause 13, insofar as the data transfer is governed by the Switzerland Federal Act on Data Protection of 19 June 1992 (SR 235.1; FADP) or the FADP’s revised 25 September 2020 version, the Supervisory Authority shall be Switzerland’s Federal Data Protection and Information Commissioner (FDPIC);
      2. for transfers of Swiss Personal Data the applicable law for contractual claims pursuant to EU SCC Clause 17 and the applicable place of jurisdiction pursuant to EU SCC Clause 18(b) shall be Ireland and the applicable place of jurisdiction shall be Ireland; and
      3. the term “member state” must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in Switzerland in accordance with EU SCC Clause 18(c). The EU SCC shall also protect the data of Switzerland legal entities until the entry into force of the 25 September 2020 revised version of the Federal Act on Data Protection (revised FADP).
    3. UK Standard Contractual Clauses (UK SCC). The parties agree, as evidenced by their signature on this DPA, that the UK SCC, attached to this DPA as Schedule 2, will apply to UK Personal Data transferred from Controller, either directly from the UK or via onward transfer, to Processor. In the event that any provision of the UK SCC is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of the SCC and the terms of this DPA shall remain operative and binding on the parties. The parties agree on the following clarifications in relation to the SCCs:
      1. Pursuant to Clause 11 of the UK SCC, Controller acknowledges and expressly agrees that Processor will appoint and engage new Sub-Processors in accordance with Section 8 of this DPA.
      2. The audits described in Clauses 5(f) and 12(2) of the UK SCC shall be carried out in accordance with Section 7 of this DPA.
      3. The certification of deletion of Controller Data that is described in Clause 12(1) of the UK SCC shall be provided by Processor only upon Controller’s request.
      4. The liability described in Clause 6 of the UK SCC shall in no event exceed the limitations set forth in the Agreement, and that under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party or any third party for any lost profits, lost sales of business, lost data (being data lost in the course of transmission via Controller’s systems or over the Internet through no fault of Processor), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. For the avoidance of doubt, this section shall not be construed as limiting the liability of either party with respect to claims brought by data subjects.
      5. If after the effective date of this DPA, the United Kingdom issues a UK Addendum to the EU SCC for Controller to Processor contracts, the Parties agree, as evidenced by their signatures on this DPA, that the new UK Addendum will automatically apply to any UK Personal Data, and replace Schedule 2, and the clarifications noted above in the EU Standard Contractual Clauses section in this Section 4 will apply to UK Personal Data as well Such action will not invalidate or render this DPA unenforceable.
  10. CCPA – CALIFORNIA RESIDENTS’ PERSONAL INFORMATION
    1. The parties agree that the following provisions apply to the processing of California residents’ personal information under the CCPA.
      1. Roles of the Parties. Superside will act as a “service provider” in its performance of its obligations under the Agreement. Superside (i) will only use Controller Data to provide the Services under the Agreement; (ii) will not collect, retain, use, sell, disclose or otherwise process any “personal information” included in the Controller Data, for any purpose other than providing the Services under the Agreement, or as otherwise permitted by the CCPA. Superside understands the restrictions in this Section 5 and hereby certifies that it understands its obligation under the CCPA and will comply with them.
      2. Purpose Limitation. Processor shall process Controller Data only in accordance with Controller’s documented lawful instructions as set forth in the Agreement and this DPA, for Permitted Purposes, as necessary to comply with applicable law, or as otherwise agreed in writing.
      3. Data Subject and Regulator Requests. Processor shall, to the extent legally permitted, promptly notify Controller in writing of any complaints, questions or requests received from Data Subjects or Regulators regarding the Controller Data. Controller shall be responsible for communications and leading any efforts to comply with all requests made by Data Subjects under the applicable Data Protection Laws and all communications from Regulators that relate to the Controller Data, in accordance with Data Protection Laws.
      4. Security. Processor will implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (a “Data Security Breach”), provided that such measures shall take 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, so as to ensure a level of security appropriate to the risks represented by the Processing and the nature of the Data to be protected. Processor’s security controls are listed in Schedule 1, SCC, Annex II. Notwithstanding the above, Controllers agrees that except as provided by this DPA, Controller is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Controller Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Controller Data uploaded to the Services.
      5. Data Breach. Processor shall, to the extent permitted by law, notify Controller of any Data Breach of which it becomes aware without undue delay, after becoming aware of any Data Breach involving Controller Data processed by Processor or any of its Sub-Processors. Processor will use reasonable efforts to investigate the Data Breach and take any actions that are reasonably necessary to mitigate damage, as required by law and as appropriate under the circumstances. Processor will reasonably assist Controller in fulfilling its obligations to notify Data Subjects and the relevant authorities in relation to a Data Breach, provided that nothing in this section shall prevent either party from complying with its obligations under the Applicable Data Protection Laws. The parties agree to coordinate in good faith on developing the content of any related public statements. The obligations in this section shall not apply to Data Breaches that are caused by Controller.
  11. AUDITS
    1. Controller has the right to audit Processor’s operations, systems and/or facilities where reasonably required by Controller to assess Processor’s compliance with this DPA.
  12. USE OF SUB-PROCESSORS
    1. Controller agrees that Processor may appoint Sub-Processors to assist it in providing the Service and processing Controller Data provided that such Sub-Processors agree to (a) act only on Processor’s instructions when processing the Controller Data (which instructions shall be consistent with Controller’s processing instructions to Processor); and (b) protect the Controller Data to a standard consistent with the requirements of this DPA.
    2. Processor shall maintain an up-to-date list of the names and location of all Sub-Processors used for the processing of Controller Data under this DPA at https://www.superside.com/subprocessors/. It is Controller’s responsibility to monitor this page for updates to Processor’s sub-processor list.
    3. To the extent Controller reasonably believes a new Sub-Processer processing of Controller Data may violate Applicable Data Protection Laws or weaken the security of the Controller Data, the Controller may object in writing to Processor’s new Sub-Processor by notifying Processor. Any such written objection shall include Controller’s specific reasons for its objection and proposed options to mitigate alleged risk, if any. In such event, Processor will either (a) instruct the Sub-Processor to cease any further processing of Controller Data, in which event this DPA shall continue unaffected, or (b) allow Controller to terminate this DPA. In the absence of timely and valid objection by Controller, such Sub-Processor may be commissioned to process Controller Data.
  13. LIMITATION OF LIABILITY
    1. Notwithstanding anything to the contract in this DPA or the Agreement, Processor’s aggregate liability to Controller or any third party arising out of this DPA shall in no event exceed the limitations set forth in the Agreement.
    2. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party, or any third party, for any lost profits, lost sales, lost business, lost data (being data lost in the course of transmission via Controller’s systems or over the Internet through no fault of Processor), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
    3. For the avoidance of doubt, this section shall not be construed as limiting the liability of either party with respect to claims brought by data subjects.
  14. DURATION
    1. This DPA will remain in force as long as Data Processor Processes Personal Data on behalf of Data Controller under the Agreement.
  15. MISCELLANEOUS
    1. This DPA may not be amended or modified except by a writing signed by both parties hereto. This DPA may be executed in counterparts. The terms and conditions of this DPA are confidential and each party agrees and represents, on behalf of itself, its employees and agents to whom it is permitted to disclose such information that it will not disclose such information to any third party; provided, however, that each party shall have the right to disclose such information to its officers, directors, employees, auditors, attorneys and third party contractors who are under an obligation to maintain the confidentiality thereof and further may disclose such information as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction or as reasonably necessary to comply with any applicable law or regulation. Controller may not, directly or indirectly, by operation of law or otherwise, assign all or any part of its rights under this DPA or delegate performance of its duties under this DPA without Processor’s prior consent, which consent will not be unreasonably withheld. Processor may, without Controller’s consent, assign this DPA to any affiliate or in connection with any merger or change of control of Processor or the sale of all or substantially all of its assets provided that any such successor agrees to fulfil its obligations pursuant to this DPA. Subject to the foregoing restrictions, this DPA will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This DPA, the SCC, and the Agreement constitute the entire understanding between the parties with respect to the subject matter herein, and shall supersede any other arrangements, negotiations or discussions between the parties relating to that subject-matter.
  16. SEVERABILITY
    1. Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction alone, be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this DPA.
  17. GOVERNING LAW AND JURISDICTION
    1. This DPA shall be governed by the laws of the State of Delaware without regard to conflict of laws principles. The parties hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Delaware, New Castle Country, for the purpose of resolving any dispute relating to this DPA.


SCHEDULE 1

EU STANDARD CONTRACTUAL CLAUSES

CONTROLLER TO PROCESSOR

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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) for the transfer of personal data to a third country.

(b) The Parties:

  1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
  2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.


Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.


Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

  1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  2. Clause 8 -: Clause 8.1(b), 8.9(a), (c), (d) and (e);
  3. Clause 9 - Clause 9(a), (c), (d) and (e);
  4. Clause 12 - Clause 12(a), (d) and (f);
  5. Clause 13;
  6. Clause 15.1(c), (d) and (e);
  7. Clause 16(e);
  8. Clause 18 - Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.


Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.


Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.


Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.


Clause 7 — Optional

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.


SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union.(in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.


Clause 9

Use of sub-processors

(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub- processors at least fourteen (14) business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub- processor to fulfil its obligations under that contract.

(c) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.


Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.


Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

  1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
  2. refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.


Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.


Clause 13

Supervision

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.


SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

  1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
  2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
  3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.


Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

  1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
  2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.


SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

  1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
  2. the data importer is in substantial or persistent breach of these Clauses; or
  3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.


Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Member State in which the data exporter is established.


Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.


ANNEX I


A. LIST OF PARTIES

Data exporter(s):

Name of Data Exporter: As stated out in the Agreement

Address: As stated out in the Agreement

Contact Person’s Name: As stated out in the Agreement

Position: As stated out in the Agreement

Contact details: As stated out in the Agreement

Activities relevant to the data transferred under these Clauses: Controller of Personal Data as needed to effect Superside’s provision of the Services.

Role (controller/processor): Controller


Data importer(s):

Name of Data Importer: Superside

Address: 1201 N. Market Street, Suite 111, Wilmington, DE, 19801

Contact Person’s Name: Paul Lycos

Position: In-House Counsel

Contact details: legal@superside.com

Activities relevant to the data transferred under these Clauses: Responsible for overseeing contracting and data protection compliance in relation to data.

Role (controller/processor): Processor


B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred. 
Users, Controller’s employees, suppliers or subcontractors; and any other person who transmits data via the Services, including individuals collaborating and communicating with Users (as those terms are defined in the Master Service Agreement).

Categories of personal data transferred. 
Personal data submitted, stored, sent or received by the Controller or Users via the Services (as that term is defined in the Master Service Agreement), may include the following categories of data: name, date of birth, place of birth, taxpayer identification number, address, phone number, email address, and, if applicable, credit card information to provide our Services.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Superside’s Services are not designed to process any sensitive data.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous.

Nature of the processing.
Superside will process personal data submitted, stored, sent or received by the Controller of Users for the purposes of providing the Services and related technical support to Controller in accordance with the Master Service Agreement.

Purpose(s) of the data transfer and further processing.
Superside will transfer and further process such personal data for the purposes of providing the Services to the Data Exporter.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period.
The applicable Contract Term (as defined in the Master Service Agreement) plus the period from expiry of such Contract Term until deletion of all personal data by the Processor in accordance with such Agreement.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing.
Same as above.


C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13
The competent supervisory authority shall be that of the Member State in which the data exporter is established.


ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Superside implements and maintains the security standards set out below. Superside may update or modify such security standards from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.

Superside’s security and availability architecture is built on top of ISO 27002:2013 controls and SOC 2 Focus Points to enable best practice protection controls, implemented based on industry standards.

  • Measures of pseudonymisation and encryption of personal data
    • All customer personal data is stored in an encrypted database, and access to personal data is only available to relevant personnel based on the function they serve in Superside.
  • Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
    • Superside undergoes an annual SOC2 audit to ensure our security processes and controls are well documented and maintained.
  • Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
    • Superside has encrypted backups of all customer data stored in multiple AWS regions to allow us to rapidly restore access in the case of an incident.
  • Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing
    • Superside has a Security Steering Committee that does various quarterly and annual revisions to ensure that Superside’s technical and organisational measures are updated.
  • Measures for user identification and authorization
    • Users are identified by their email address and authorise into Superside’s platform either through a password or Google single sign on.
  • Measures for the protection of data during transmission
    • Data is encrypted during transmission
  • Measures for the protection of data during storage
    • Data is encrypted during storage
  • Measures for ensuring physical security of locations at which personal data are processed
    • Superside uses Amazon AWS for our infrastructure hosting and reviews Amazon AWS’ most recent SOC2 report yearly to ensure their physical security measures meet Superside’s requirements.
  • Measures for ensuring events logging
    • Superside uses AWS services for service event logging and Datadog for application logging.
  • Measures for ensuring system configuration, including default configuration
    • Superside has two separate environments and uses Terraform to describe our infrastructure in code. This ensures system configurations are properly tested in a separate environment before going to production and allows changes to be peer-reviewed before going live.
  • Measures for internal IT and IT security governance and management, including establish and maintain network and internet security procedures, protocols, security gateways, and firewalls with respect to the Personal Data as may be appropriate
    • Superside’s infrastructure is managed by a Software Reliability Engineering department that is responsible for our infrastructure and its configuration. The configuration is managed through Terraform as Infrastructure as Code and changes are peer reviewed. Superside also works with 3rd party vendors to validate that our infrastructure is securely set up.
  • Measures for certification/assurance of processes and products
    • Superside undergoes an annual SOC2 audit to validate our controls.
  • Measures for ensuring data minimization
    • Superside only requests and stores personal data required to deliver our Services.
  • Measures for ensuring data quality
    • Measures are in place to ensure data quality by having relevant Superside personnel on accounts verify and update data accuracy based on their experience working with an account.
  • Measures for ensuring limited data retention
    • Superside has data deletion policies in place to ensure data is only stored as long as it is needed.
  • Measures for ensuring accountability
    • Superside’s data protection policy ensures appropriate accountability.
  • Measures for allowing data portability and ensuring erasure
  • Measures for establishing and maintaining safeguards to permit access to the personal data only to those of its employees and representatives who (i) have a need to access the personal data for the purposes of providing services, and (ii) have agreed to maintain the personal data in confidence and only to use it for the purpose of providing the Services;
    • Superside’s security steering committee has a quarterly review of access control to our internal system and all personnel sign an NDA when joining Superside.
  • Measures to ensure that appropriate technical and organization measures are in place to prevent unauthorized, unlawful, or accidental access to the Personal Data as may be appropriate.
    • Superside has measures in place to prevent breaches from happening. As part of our SOC2 audit process we are committed to undergoing a yearly penetration test from an external third party and our development processes, change management and infrastructure are audited to ensure they comply with industry standards.


Sub-processors

Assistance to Controller. Per Clause 9 of the SCCs to which this Annex is attached, Superside has entered into written contracts with all of its sub-processors wherein sub-processors agree to provide reasonable assistance to Superside in responding to Controller’s reasonable inquires relating to the Superside Services.


ANNEX III – LIST OF SUB-PROCESSORS

See https://www.superside.com/subprocessors


ANNEX IV – Transfer Impact Assessment (United States)

Pursuant to Clause 14(d) the parties have agreed to document their assessment of the laws and practices in the above-referenced destination country. The following memorializes the parties’ understanding of Superside’s processing activities. This memorialization may be modified, updated, or changed at any time by the parties.




CONCLUSION

Based upon a review of the laws identified above as applicable to Superside, as well as the additional factors applicable to the processing activity, the data exporter and data importer have not identified a significant reason to believe that the laws and practices applicable to the data importer, including any requirements to disclose personal data or measures authorizing access to public authorities, are likely to prevent the data importer from fulfilling its contractual duties in relation to the processing. The following summarizes the basis of this conclusion:

  1. While data importer may fall within FISA’s broad definition of “electronic service provider” it has never received any such governmental requests per FISA, EO 12333 or the ECPA, that call for secrecy in connection with requests for personal data about EU data subjects.
  2. In providing its Services, data importer does not process any special categories of personal data, or sensitive information disclosed by EU data subjects that may be of interest to US governmental authorities. Thus, data importer has no reason to believe that the US government has targeted the data importer, or other companies that operate in a similar sector, for requests that call for personal data about EU data subjects.
  3. Data importer has various security measures in place that prevent US governmental authorities from accessing data that it stores without data importer’s knowledge.
  4. Data importer maintains a comprehensive law enforcement request policy which is designed to identify privacy rights of EU data subjects, and seeks to limit the scope of any requests from the US government that call for information about Europeans.
  5. The length of the processing chain is consistent with industry practice and the data importer has instituted controls to ensure that it understands the extent of onward transfers and consistent obligations and standards are imposed upon vendors.


SCHEDULE 2

UK ICO Standard Contractual Clauses – Controller to Processor

Parties

Name of the data exporting organisation:
See Schedule 1, Annex 1.
(the data exporter”) And

Name of the data importing organisation:
See Schedule 1, Annex I
(the data importer”)


Clause 1. Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘Commissioner’ shall have the same meaning as in the UK GDPR;

(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 covered by UK adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 of the Data Protection Act 2018;

(d) ‘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;

(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 UK;

(а) ‘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.


Clause 2. 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.


Clause 3. Third-party beneficiary clause

3(1) 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.

3(2) 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.

3(3) 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.

3(4) 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.


Clause 4. Obligations of the data exporter

The data exporter agrees and warrants:

4(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 Commissioner) and does not violate the applicable data protection law;

4(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;

4(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

4(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;

4(e) that it will ensure compliance with the security measures;

4(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 covered by adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 Data Protection Act 2018;

4(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the Commissioner if the data exporter decides to continue the transfer or to lift the suspension;

4(h) 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;

4(i) 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;

4(j) that it will ensure compliance with Clause 4(a) to (i).


Clause 5. Obligations of the data importer

The data importer agrees and warrants:

5(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;

5(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;

5(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

5(d) that it will promptly notify the data exporter about:

  1. 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;
  2. any accidental or unauthorised access; and
  3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

5(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 Commissioner with regard to the processing of the data transferred;

5(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 Commissioner;

5(g) 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;

5(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

5(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

5(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.


Clause 6. Liability

6(1) 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.

6(2) 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.

6(3) 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.


Clause 7. Mediation and jurisdiction

7(1) 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:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the Commissioner;

(b) to refer the dispute to the UK courts.

7(2) 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.


Clause 8. Cooperation with supervisory authorities

8(1) The data exporter agrees to deposit a copy of this contract with the Commissioner if it so requests or if such deposit is required under the applicable data protection law.

8(2) The parties agree that the Commissioner 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.

8(3) 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).


Clause 9. Governing law

The Clauses shall be governed by the law of the country of the United Kingdom in which the data exporter is established, namely England.


Clause 10. Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from (i) making changes permitted by Paragraph 7(3) & (4) of Schedule 21 Data Protection Act 2018; or (ii) adding clauses on business related issues where required as long as they do not contradict the Clause.


Clause 11. Sub-processing

11(1) 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.

11(2) 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.

11(3) The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the laws of the country of the UK where the exporter is established.

11(4) 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 Commissioner.


Clause 12. Obligation after termination

12(1) 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.

12(2) The data importer and the sub-processor warrant that upon request of the data exporter and/or of the Commissioner, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.


Appendix 1 to

UK ICO Standard Contractual Clauses – Controller to Processor

This Appendix forms part of the UK Standard Contractual Clauses and must be completed and signed by the parties.

Data Exporter: The data exporter is (please specify briefly your activities relevant to the transfer): See Schedule 1 EU SCC, Annex I.B.

Data importer: The data importer is (please specify briefly your activities relevant to the transfer): See Schedule 1 EU SCC, Annex I.B

Data subjects: See Schedule 1 EU SCC, I.B

Categories of data: See Schedule 1 EU SCC, Annex I.B

Special categories of data (if appropriate): See Schedule 1 EU SCC, Annex I.B

Processing operations: See Schedule 1 EU SCC, Annex I.B


Appendix 2 to

UK ICO Standard Contractual Clauses – Controller to Processor

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) (or document/legislation attached): See Schedule 1 EU SCC, Annex II.

Book a demo

Company

Learn

Book a demo
Superside is a revolutionary way for businesses to get good design done at scale.
Trusted by 400+ fast-growing ambitious brands, Superside makes design hassle-free for marketing and creative teams, by combining the top 1% of creative talent from around the world with purpose-built technology and the rigour of design ops. Since inception Superside has been a fully distributed company, with almost 500 team members working across 57 countries and 19 timezones.
Privacy Policy