Terms of Service Please scroll inside this box to read the terms fully.

THIS DATA PROCESSING AGREEMENT is made on the date contract signed

BETWEEN:

(1) Name of Client As per Name on the Contract (“Controller”) and

(2) LiveLink Resource Limited (“Processor”)

WHEREAS: 

(1) Under a written agreement between the Controller and the Processor dated effective as per the date the contract was signed (“the Service Agreement”) the Processor provides to the Controller personal assistant services as detailed in the Service Agreement and Schedule 1 of this Agreement.

(2) The provision of the Services by the Processor involves it in processing the Personal Data described in Schedule 2 on behalf of the Controller.

(3) Under Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), the Controller is required to put in place an agreement in writing between the Controller and any organisation which processes personal data on its behalf governing the processing of that personal data.

(4) The Parties have agreed to enter into this Agreement to ensure compliance with the said provisions of the UK GDPR in relation to all processing of the Personal Data by the Processor for the Controller.

(5) The terms of this Agreement are to apply to all processing of Personal Data carried out for the Controller by the Processor and to all Personal Data held by the Processor in relation to all such processing.

IT IS AGREED as follows: 

• Definitions and Interpretation 

1. 1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1. Unless the context otherwise requires, each reference in this Agreement to:

   1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

   2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

   3. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

   4. a Schedule is a schedule to this Agreement; and

   5. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

   6. a "Party" or the "Parties" refer to the parties to this Agreement.

2. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

3. Words imparting the singular number shall include the plural and vice versa.

4. References to any gender shall include all genders.

• Scope of this Agreement

1. 1. 1. The provisions of this Agreement shall apply to the processing of the Personal Data described in Schedule 2, carried out for the Controller by the Processor, and to all Personal Data held by the Processor in relation to all such processing, whether such Personal Data is held at the date of this Agreement or received afterwards.

      2. Schedule 2 describes the type(s) of Personal Data, category or categories of Data Subject, the nature of the processing to be carried out, the purpose(s) of such processing, and the duration of such processing.

      3. Subject to sub-Clause 2.4, this Agreement is subject to the terms of the Service Agreement and is hereby incorporated into the Service Agreement. Definitions and interpretations set out in the Service Agreement shall apply to the interpretation of this Agreement.

      4. The provisions of this Agreement supersede any other arrangement, understanding, or agreement including, but not limited to, the Service Agreement made between the Parties at any time relating to the Personal Data and this Agreement shall continue in full force and effect for so long as the Processor is processing Personal Data on behalf of the Controller, and thereafter as provided in Clause 10.

• Provision of the Services and Processing Personal Data

1. 1. 1. The Controller shall retain control of the Personal Data and shall, at all times, remain responsible for its compliance obligations under the Data Protection Legislation including, but not limited to, providing any and all required notices and obtaining any and all required consents, and for the written processing instructions given to the Processor.

      2. The Processor shall only provide the Services and process the Personal Data received from the Controller:

         1. for the purposes of those Services and not for any other purpose;

         2. to the extent and in such a manner as is strictly necessary for those purposes; and

         3. strictly in accordance with the express written authorisation and instructions of the Controller (which may be specific instructions or instructions of a general nature, or as otherwise notified by the Controller to the Processor).

      3. The Data Controller shall always retain control of the Personal Data and shall remain responsible for its compliance with the relevant Data Protection Legislation including, but not limited to, its collection, holding, and processing of the Personal Data, having in place all necessary and appropriate consents and notices to enable the lawful transfer of the Personal Data to the Data Processor, and with respect to the written instructions given to the Data Processor.

• Data Protection Compliance

1. 1. 1. All instructions given by the Controller to the Processor shall be made in writing and shall at all times be in compliance with the Data Protection Legislation. The Processor shall act only on such written instructions from the Controller unless the Processor is required by law to do otherwise (as per Article 29 of the UK GDPR).

      2. The Processor shall promptly comply with any request from the Controller requiring the Processor to amend, transfer, delete, or otherwise dispose of the Personal Data, or to stop, mitigate, or remedy any unauthorised processing.

      3. The Processor shall transfer all Personal Data to the Controller on the Controller’s request in the formats, at the times, and in compliance with, the Controller’s written instructions.

      4. Both Parties shall comply at all times with the Data Protection Legislation and shall not perform their obligations under this Agreement or any other agreement or arrangement between them in such way as to cause either Party to breach any of its applicable obligations under the Data Protection Legislation.

      5. The Controller hereby warrants, represents, and undertakes that the Personal Data shall comply with the Data Protection Legislation in all respects including, but not limited to, its collection, holding, and processing, and that the Controller has in place all necessary and appropriate consents and notices to enable the lawful transfer of the Personal Data to the Processor.

      6. The Processor agrees to comply with any reasonable measures required by the Controller to ensure that its obligations under this Agreement are satisfactorily performed in accordance with the Data Protection Legislation and any best practice guidance issued by the Commissioner.

      7. The Processor shall provide all reasonable assistance (at the Controller’s cost) to the Controller in complying with its obligations under the Data Protection Legislation with respect to the security of processing, the notification of Personal Data Breaches, the conduct of data protection impact assessments, and in dealings with the Commissioner. What is reasonable, for the purposes of this sub-Clause 4.7 shall take account of the nature of the Processor’s processing and the information available to the Processor.

      8. The Processor shall notify the Controller in a timely manner of any changes to the Data Protection Legislation that may adversely affect its performance of the Services or of its obligations under this Agreement.

      9. When processing the Personal Data on behalf of the Controller, the Processor shall:

         1. not transfer the Personal Data outside the United Kingdom or EEA without the prior written consent of the Controller and in any event shall be subject to Clause 15;

         2. not transfer any of the Personal Data to any third party without the written consent of the Controller and, in the event of such consent, the Personal Data shall be transferred strictly subject to the terms of a suitable agreement, as set out in Clause 11;

         3. process the Personal Data only to the extent, and in such manner, as is necessary in order to comply with its obligations to the Controller or as may be required by law (in which case, the Processor shall inform the Controller of the legal requirement in question before processing the Personal Data for that purpose unless prohibited from doing so by law);

         4. implement appropriate technical and organisational measures, including those described in Schedule 3, and take all steps necessary to protect the Personal Data against accidental, unauthorised, or unlawful processing, access, copying, modification, reproduction, display, or distribution of the Personal Data, and against its accidental or unlawful loss, destruction, alteration, disclosure, or damage. The Processor shall inform the Controller in advance of any changes to such measures;

         5. implement measures to ensure a level of security proportionate to the risks involved including, as appropriate:

            1. the pseudonymisation and encryption of Personal Data;

            2. the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;

            3. the ability to restore the availability and access to the Personal Data in a timely manner in the event of a physical or technical incident; and

            4. a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing;

         6. if so requested by the Controller (and within the timescales required by the Controller) supply further details of the technical and organisational systems in place to safeguard the security of the Personal Data held and to prevent unauthorised access;

         7. keep complete and accurate records and information concerning all processing activities carried out on the Personal Data in order to demonstrate its compliance with this Agreement and the Data Protection Legislation;

         8. make available to the Controller any and all such information as is reasonably required and necessary to demonstrate the Processor’s compliance with the Data Protection Legislation;

         9. on reasonable prior notice, submit to audits and inspections and provide the Controller with any information reasonably required in order to assess and verify compliance with the provisions of this Agreement and both Parties’ compliance with the requirements of the Data Protection Legislation. The requirement to give notice will not apply if the Controller believes that the Processor is in breach of any of its obligations under this Agreement or under the law; and

         10. inform the Controller immediately if it is asked to do anything that infringes the Data Protection Legislation.

• Data Subject Requests, Notices, Complaints, and Personal Data Breaches

1. 1. 1. The Processor shall, at the Controller’s cost, assist the Controller in complying with its obligations under the Data Protection Legislation. In particular, the provisions of this Clause 5 shall apply to requests by Data Subjects to exercise their rights (including, but not limited to, subject access requests), information or assessment notices served on the Controller by the Commissioner under the Data Protection Legislation, complaints, and Personal Data Breaches.

      2. The Processor shall notify the Controller immediately in writing if it receives:

         1. a request from a Data Subject to exercise their rights; or

         2. any other complaint, notice, communication, or request relating to the processing of the Personal Data or to either Party’s compliance with the Data Protection Legislation.

      3. The Processor shall, at the Controller’s cost, cooperate fully with the Controller and assist as required in relation to any Data Subject request, or other complaint, notice, communication, or request, including by:

         1. providing the Controller with full details of the complaint, notice, communication, or request;

         2. providing the necessary information and assistance that is reasonable and proportionate in  scope in order to comply with a request from a Data Subject;

         3. providing the Controller with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Controller); and

         4. providing the Controller with any other information requested by the Controller.

      4. The Processor shall not disclose any Personal Data to any Data Subject or to any other third party unless instructed to do so by the Controller in writing, or as required by law.

      5. The Processor shall notify the Controller immediately if it becomes aware of any form of Personal Data Breach, including any unauthorised or unlawful processing, loss of, unintended damage to, or destruction of any of the Personal Data.

      6. If an event of the type described under sub-Clause 5.5 occurs:

         1. Where recovery of the affected Personal Data is possible, the Processor shall recover the same as soon as possible.

         2. The Processor shall, without undue delay, also provide the following information to the Controller:

            1. a description of the nature of the event, including the category or categories of Personal Data affected, the approximate number of Personal Data records and Data Subjects involved;

            2. the likely consequences of the event; and

            3. a description of the measures that have been taken or will be taken in response, including those to mitigate potential adverse effects.

         3. The Processor shall provide all reasonable co-ordination, co-operation, and assistance to the Controller in the Controller’s investigation and handling of the event.

         4. The Processor shall not inform any third parties of the event without the Controller’s express written consent, unless required to do so by law.

         5. The Controller shall have the sole right to determine whether to provide notice of the event to any Data Subjects, the Commissioner, other applicable regulators, law enforcement authorities, or other parties, as required by law or regulation or at the Controller’s discretion.

         6. The Controller shall have the sole right to determine whether to offer any form of remedy to affected Data Subjects.

         7. Where the Processor is required to take action and/or provide assistance at its own expense under this sub-Clause 5.6, the requirement for the Processor to cover such expenses shall not apply if the event arose from the Controller’s specific written instructions, negligence, wilful default, or breach of this Agreement. In such cases, the Controller shall cover all such reasonable expenses.

         8. The Processor shall reimburse the Controller for reasonable expenses incurred by the Controller when responding to the event, including the costs of any notices and remedies.

• Staff 

1. 1. 1. The Processor shall ensure that all personnel who are to access and/or process any of the Personal Data:

         1. be informed of the confidential nature of the Personal Data and be bound by contractual use restrictions and confidentiality requirements, as per sub-Clause 10.2;

         2. be given appropriate training on the Data Protection Legislation and how their job roles relate to it and are affected by it; and

         3. be made aware of both the Processor’s duties, and their personal duties and obligations under the Data Protection Legislation and this Agreement.

• Warranties

1. 1. 1. The Processor warrants and represents that:

         1. its employees, subcontractors, agents, and any other person or persons accessing and otherwise handling the Personal Data on its behalf are appropriately trained with respect to compliance with the Data Protection Legislation;

         2. it, and any party acting on its behalf, will process the Personal Data in compliance with the Data Protection Legislation and any and all other applicable laws, regulations, standards, and similar instruments;

         3. nothing, in its reasonable belief, in the Data Protection Legislation prevents it from providing the Services;

         4. it will take all appropriate and proportionate technical and organisational measures to prevent the accidental, unauthorised, or unlawful processing of the Personal Data and the loss of or damage to the Personal Data, ensuring a level of security appropriate in light of:

            1. the potential harm resulting from such an event;

            2. the nature of the Personal Data in question;

            3. the measures necessary to comply with all applicable Data Protection Legislation and all relevant policies and procedures.

      2. The Controller warrants and represents that the Processor’s use of the Personal Data in its provision of the Services and as specifically instructed by the Controller shall comply with the Data Protection Legislation.

• Liability and Indemnity

1. 1. The Controller shall be liable for, and shall indemnify (and keep indemnified) the Processor in respect of any and all action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and payments on a solicitor and client basis), or demand suffered or incurred by, awarded against, or agreed to be paid by, the Processor arising directly or in connection with:

      1. any non-compliance by the Controller with the Data Protection Legislation;

      2. any processing carried out by the Processor in accordance with instructions given by the Controller that infringe the Data Protection Legislation; or

      3. any breach by the Controller of its obligations under this Agreement,

except to the extent that the Processor is liable under sub-Clause 8.2.

1. The Processor shall be liable for, and shall indemnify (and keep indemnified) the Controller in respect of any and all action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and payments on a solicitor and client basis), or demand suffered or incurred by, awarded against, or agreed to be paid by, the Controller arising directly or in connection with the Processor’s processing activities that are subject to this Agreement:

   1. only to the extent that the same results from the Processor’s breach of, or non-compliance with, this Agreement, the Controller’s instructions, or the Data Protection Legislation; and

   2. not to the extent that the same is, or are contributed to, by any breach of this Agreement by the Controller.

2. The Controller shall not be entitled to claim back from the Processor any sums paid in compensation by the Controller in respect of any damage to the extent that the Controller is liable to indemnify the Processor under sub-Clause 8.1.

3. Nothing in this Agreement (and in particular, this Clause 8) shall relieve either Party of, or otherwise affect, the liability of either Party to any Data Subject, or for any other breach of that Party’s direct obligations under the Data Protection Legislation. Furthermore, the Processor hereby acknowledges that it shall remain subject to the authority of the Commissioner and shall co-operate fully therewith, as required, and that failure to comply with its obligations as a Processor under the Data Protection Legislation may render it subject to the fines, penalties, and compensation requirements set out in the Data Protection Legislation.

• Intellectual Property Rights

All copyright, database rights, and other intellectual property rights in the Personal Data (including but not limited to any updates, amendments, or adaptations to the Personal Data made by either the Controller or the Processor) shall belong to the Controller or to any other applicable third party from whom the Controller has obtained the Personal Data under licence (including, but not limited to, Data Subjects, where applicable). The Processor is licensed to use such Personal Data only for the term of the Service Agreement, for the purposes of providing the Services, and in accordance with this Agreement.

• Confidentiality

1. 1. 1. The Processor shall maintain the Personal Data in confidence, and in particular, unless the Controller has given written consent for the Processor to do so, the Processor shall not disclose any Personal Data supplied to the Processor by, for, or on behalf of, the Controller to any third party. The Processor shall not process or make any use of any Personal Data supplied to it by the Controller otherwise than in connection with the provision of the Services to the Controller.

      2. The Processor shall ensure that all personnel who are to access and/or process any of the Personal Data are contractually obliged to keep the Personal Data confidential.

      3. The obligations set out in in this Clause 10 shall continue for a period of 2 years after the cessation of the provision of Services by the Processor to the Controller.

      4. Nothing in this Agreement shall prevent either Party from complying with any requirement to disclose Personal Data where such disclosure is required by law. In such cases, the Party required to disclose shall notify the other Party of the disclosure requirements prior to disclosure, unless such notification is prohibited by law.

• Subcontractors

1. 1. 1. The Processor shall not subcontract any of its obligations or rights under this Agreement without the prior written consent of the Controller.

      2. If the Processor appoints a subcontractor (with the written consent of the Controller), the Processor shall:

         1. enter into a written agreement with the subcontractor which shall impose upon the subcontractor the same obligations as are imposed upon the Processor by this Agreement and which shall permit both the Processor and the Controller to enforce those obligations;

         2. ensure that the subcontractor complies fully with its obligations under that agreement and the Data Protection Legislation;

         3. maintain control over all Personal Data transferred to the subcontractor; and

         4. the agreement between the Processor and the subcontractor shall terminate automatically upon the termination or expiry of this Agreement for any reason.

      3. In the event that a subcontractor fails to meet its obligations under any such agreement, the Processor shall remain fully liable to the Controller for failing to meet its obligations under this Agreement.

      4. The Provider shall be deemed to have control legally over any Personal Data that is in the possession of or practically controlled by its subcontractors.

• Deletion and/or Disposal of Personal Data

1. 1. 1. The Processor shall, at the written request of the Controller, delete or otherwise dispose of the Personal Data or return it to the Controller in the format(s) reasonably requested by the Controller within a reasonable time after the earlier of the following:

         1. the end of the provision of the Services under the Service Agreement; or

         2. the processing of that Personal Data by the Processor is no longer required for the performance of the Processor’s obligations under this Agreement and the Service Agreement.

      2. Following the deletion, disposal, or return of the Personal Data under sub-Clause 12.1, the Processor shall delete or otherwise dispose of all further copies of the Personal Data that it holds, unless retention of such copies is required by law, in which case the Processor shall inform the Controller of such requirement(s) in writing.

      3. All Personal Data to be deleted or disposed of under this Agreement shall be deleted or disposed of securely.

• Audits

1. 1. 1. The Processor shall, on reasonable prior notice, allow the Controller or a third-party auditor appointed by the Controller to audit the Processor’s compliance with its obligations under this Agreement and with the Data Protection Legislation.

      2. The Processor shall provide all necessary assistance (at the Controller’s cost) in the conduct of such audits including, but not limited to:

         1. access (including physical and remote) to, and copies of, all records and any other relevant information kept by the Processor;

         2. access to all of its employees who are to access and/or process any of the Personal Data including, where reasonably necessary, arranging interviews between the Controller and such employees; and

         3. access to and the inspection of all records, infrastructure, equipment, software, and other systems used to store and/or process the Personal Data.

      3. The requirement for the Controller to give notice under sub-Clause 13.1 shall not apply if the Controller has reason to believe that the Processor is in breach of any of its obligations under this Agreement or under the Data Protection Legislation, or if it has reason to believe that a Personal Data Breach has taken place or is taking place.

      4. The Processor must inform the Controller promptly if, in its opinion, any instructions given by the Controller or any third-party auditor appointed by the Controller do not comply with the Data Protection Legislation.

• Term and Termination

1. 1. 1. This Agreement shall come into force on the date aforementioned and shall continue in force for the longer of:

         1. The period that the Service Agreement remains in effect; or

         2. The period that the Processor has any of the Personal Data in its possession or control.

      2. Any provision of this Agreement which, expressly or by implication, is to come into force or remain in force on or after the termination or expiry of the Service Agreement shall remain in full force and effect.

      3. In the event that changes to the Data Protection Legislation necessitate the re-negotiation of any part this Agreement, either Party may require such re-negotiation.

• Cross-Border Transfers of Personal Data

1. 1. 1. In the event that the Data Controller consents to such a transfer or processing, the Data Processor may only process (or permit the processing) of the Personal Data outside of the United Kingdom or EEA if one or more of the following conditions are satisfied:

         1. the Data Processor is processing the Personal Data in a territory that is subject to adequacy regulations under the Data Protection Legislation that said territory provides not level of protection that is not materially lower for the privacy rights of individuals. The territory subject to such a finding shall be identified in Schedule 4;

         2. the Data Processor participates in a valid cross-border transfer mechanism under the Data Protection Legislation under which the Data Processor (and the Data Controller, where appropriate) can ensure that appropriate safeguards are in place to ensure a level of protection for data protection that is not materially lower with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR. The transfer mechanism enabling such transfers is identified in Schedule 4. The Data Processor shall immediately inform the Data Controller of any changes thereto; or

         3. the transfer of the Personal Data otherwise complies with the Data Protection Legislation for the reasons set out in Schedule 4.

      2. In the event that any transfer of Personal Data between the Data Controller and the Data Processor requires the execution of Standard Contractual Clauses in order to comply with the Data Protection Legislation (that is, where the Data Controller is exporting the Personal Data to the Data Processor, which is located outside of the United Kingdom or EEA), the Parties shall complete all relevant details contained in the Standard Contractual Clauses set out in Schedule 5, execute the same, and take any and all other actions required to legitimise the transfer of the Personal Data.

      3. In the event that the Data Controller consents to the Data Processor appointing a subcontractor, in accordance with the provisions of Clause 11, and the subcontractor is located outside of the United Kingdom or EEA, and the subcontractor is not located in a country that has adequacy, the Data Controller hereby authorises the Data Processor to comply with the Data Protection Legislation in relation to the additional safeguards required, with the subcontractor in the Data Controller’s name and on the Data Controller’s behalf. The Data Processor shall make said additional safeguard mechanisms available to the Data Controller on request.

• Law and Jurisdiction

1. 1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

   2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

Services

• Appointment booking

• Marketing processes

• Managing emails

• Contacting patients and clients

• Revitalising old client lists

• Contacting enquiries

• Liaising with patients and clients

SCHEDULE 2

Personal Data

SCHEDULE 3

Technical and Organisational Data Protection Measures

The following are the technical and organisational data protection measures referred to in Clause 4:

1. The Processor shall ensure that, in respect of all Personal Data it receives from or processes on behalf of the Controller, it maintains security measures to a standard appropriate to:

   1. the harm that might result from unlawful or unauthorised processing or accidental loss, damage, or destruction of the Personal Data; and

   2. the nature of the Personal Data.

2. In particular, the Processor shall:

   1. have in place, and comply with, a security policy which:

      1. defines security needs based on a risk assessment;

      2. allocates responsibility for implementing the policy to specific individual or personnel;

      3. is provided to the Controller on or before the commencement of this Agreement;

      4. is disseminated to all relevant staff; and

      5. provides a mechanism for feedback and review.

   2. ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing the Personal Data in accordance with best industry practice;

   3. prevent unauthorised access to the Personal Data;

   4. protect the Personal Data using pseudonymisation and encryption, where it is practical to do so;

   5. ensure that its storage of Personal Data conforms with best industry practice such that the media on which Personal Data is recorded (including paper records and records stored electronically) are stored in secure locations and access by personnel to Personal Data is strictly monitored and controlled;

   6. have secure methods in place for the transfer of Personal Data whether in physical form (for example, by using couriers rather than post) or electronic form (for example, by using advanced encryption standard);

   7. password protect all computers and other devices on which Personal Data is stored, ensuring that all passwords are secure (using upper case, lower case, numbers and symbols), and that passwords are not shared under any circumstances;

   8. take reasonable steps to ensure the reliability of personnel who have access to the Personal Data;

   9. have in place methods for detecting and dealing with breaches of security (including loss, damage, or destruction of Personal Data) including:

      1. the ability to identify which individuals have worked with specific Personal Data;

      2. having a proper procedure in place for investigating and remedying breaches of the Data Protection Legislation; and

      3. notifying the Controller as soon as any such security breach occurs.

   10. have a secure procedure for backing up all electronic Personal Data and storing back-ups separately from originals; and

   11. have a secure method of disposal of unwanted Personal Data including for back-ups, disks, print-outs, and redundant equipment.

SCHEDULE 4

Legal Basis for Processing Personal Data Outside the United Kingdom and EEA

The Data Processor’s legal basis for processing the Personal Data outside of the United Kingdom EEA in order to comply with cross-border transfer restrictions is as follows:

The Data Processor is located in a country with a current determination of adequacy (including, but not limited to, countries with partial findings of adequacy which may be confined to data or organisations subject to specific legislation such as the UK extension to the EU-US Data Privacy Framework): South Africa.

GDPR Terms Please scroll inside this box to read the terms fully.

PROCESSOR’S OBLIGATIONS

The Processor will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Controller’s written instructions. The Processor will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation.

The Processor must promptly comply with any Controller request or instruction requiring the Processor to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

The Processor will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Controller or this Agreement specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires the Processor to process or disclose Personal Data, the Processor
must first inform the Controller of the legal or regulatory requirement and give the Controller an opportunity to object or challenge the requirement, unless the law prohibits such notice.

Taking into account the nature of the Processor’s processing, the Processor will assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s compliance obligations under the Data Protection Legislation, taking into account and the information available to the Processor, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.

PROCESSOR’S EMPLOYEES

The Processor will ensure that all of its employees:

(a)are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;

(b)have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and

(c)are aware both of the Processor’s duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.

The Processor will take reasonable steps to ensure the reliability, integrity and trustworthiness of all of the Processor’s employees with access to the Personal Data.

SECURITY

The Processor must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in Schedule C.

The Processor must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

(a)the pseudonymisation and encryption of personal data;

(b)the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c)the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

(d)a process for regularly testing, assessing and evaluating the effectiveness of security measures.

PERSONAL DATA BREACH

The Processor will promptly and without undue delay notify the Controller if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Processor will restore such Personal Data at its own expense.

The Processor will immediately notify the Controller if it becomes aware of:

(a)any accidental, unauthorised or unlawful processing of the Personal Data; or

(b)any Personal Data Breach.

Where the Processor becomes aware of (a) and/or (b) above, it shall, without undue delay, also provide the Controller with the following information:

(a)description of the nature of (a) and/or (b), including the categories and approximate number of both Data Subjects and Personal Data records concerned;

(b)the likely consequences; and

(c)description of the measures taken, or proposed to be taken to address (a) and/or (b), including measures to mitigate its possible adverse effects.

Immediately following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. The Processor will reasonably co-operate with the Controller in the Controller’s handling of the matter, including:

(a)assisting with any investigation;

(b)providing the Controller with physical access to any facilities and operations affected;

(c)facilitating interviews with the Processor’s employees, former employees and others involved in the matter;

(d)making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Controller; and

(e)taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or unlawful Personal Data processing.

The Processor will not inform any third party of any Personal Data Breach without first obtaining the Controller’s prior written consent, except when required to do so by law.

The Processor agrees that the Controller has the sole right to determine:

(a)whether to provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or others, as required by law or regulation or in the Controller’s discretion, including the contents and delivery method of the notice; and

(b)whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

The Processor will cover all reasonable expenses associated with the performance of the obligations under clause 6.2 and clause 6.4 unless the matter arose from the Controller’s specific instructions, negligence, wilful default or breach of this Agreement, in which case the Controller will cover all reasonable expenses.

The Processor will also reimburse the Controller for actual reasonable expenses that the Controller incurs when responding to a Personal Data Breach to the extent that the Processor caused such a Personal Data Breach, including all costs of notice and any remedy as set out in clause 6.6 .

CROSS-BORDER TRANSFERS OF PERSONAL DATA

The Processor (or any subcontractor) must not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Controller’s prior written consent.

Where such consent is granted, the Processor may only process, or permit the processing, of Personal Data outside the EEA under the following conditions:

(a)the Processor is processing Personal Data in a territory which is subject to a current finding by the European Commission under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. The Processor must identify in Schedule A the territory that is subject to such an adequacy finding; or

(b)the Processor participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that the Processor (and, where appropriate, the Controller) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the General Data Protection Regulation ((EU) 2016/679). The Processor must identify in Schedule A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and the Processor must immediately inform the Controller of any change to that status; or

(c)the transfer otherwise complies with the Data Protection Legislation for the reasons set out in Schedule A.

If any Personal Data transfer between the Controller and the Processor requires execution of SCC in order to comply with the Data Protection Legislation (where the Controller is the entity exporting Personal Data to the Processor outside the EEA), the parties will complete all relevant details in, and execute, the SCC contained in Schedule B, and take all other actions required to legitimise the transfer.

SUBCONTRACTORS

The Processor may only authorise a third party (subcontractor) to process the Personal Data if:

(a)the Controller provides prior written consent prior to the appointment of each subcontractor; and

(b)the Processor enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Controller’s written request, provides the Controller with copies of such contracts; and

(c)the Processor maintains control over all Personal Data it entrusts to the subcontractor; and

(d)the subcontractor’s contract terminates automatically on termination of this Agreement for any reason.

Those subcontractors approved as at the commencement of this Agreement are as set out in Schedule A. The Processor must list all approved subcontractors in Schedule A and include any subcontractor’s name and location and contact information for the person responsible for privacy and data protection compliance.

Where the subcontractor fails to fulfil its obligations under such written agreement, the Processor remains fully liable to the Controller for the subcontractor’s performance of its agreement obligations.

The Parties consider the Processor to control any Personal Data controlled by or in the possession of its subcontractors.

On the Controller’s written request, the Processor will audit a subcontractor’s compliance with its obligations regarding the Controller’s Personal Data and provide the Controller with the audit results.

COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD PARTY RIGHTS

The Processor must, at no additional cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Controller as the Controller may reasonably require, to enable the Controller to comply with:

(a)the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and

(b)information or assessment notices served on the Controller by any supervisory authority under the Data Protection Legislation.

The Processor must notify the Controller immediately if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.

The Processor must notify the Controller within 3 working days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.

The Processor will give the Controller its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

The Processor must not disclose the Personal Data to any Data Subject or to a third party other than at the Controller’s request or instruction, as provided for in this Agreement or as required by law.

TERM AND TERMINATION

This Agreement will remain in full force and effect so long as:

(a)the Services Agreement remains in effect, or

(b)the Processor retains any Personal Data related to the Services Agreement in its possession or control (Term).

Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Services Agreement in order to protect Personal Data will remain in full force and effect.

The Processor’s failure to comply with the terms of this Agreement is a material breach of the Services Agreement. In such event, the Controller may terminate the Services Agreement effective immediately on written notice to the Processor without further liability or obligation.

If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Services Agreement obligations, the parties will suspend the processing of Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within one month, they may terminate the Services Agreement on written notice to the other party.

DATA RETURN AND DESTRUCTION

At the Controller’s request, the Processor will give the Controller a copy of or access to all or part of the Controller’s Personal Data in its possession or control in the format and on the media reasonably specified by the Controller.

On termination of the Services Agreement for any reason or expiry of its term, the Processor will securely delete or destroy or, if directed in writing by the Controller, return and not retain, all or any Personal Data related to this Agreement in its possession or control. The Processor must enquire of the Controller whether the Controller wants the Personal Data to be deleted, destroyed, returned or retained.

If any law, regulation, or government or regulatory body requires the Processor to retain any documents or materials that the Processor would otherwise be required to return or destroy, it will notify the Controller in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.

The Processor will certify in writing that it has destroyed the Personal Data within 3 days after it completes the destruction.

RECORDS

The Processor will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Controller, including but not limited to, the access, control and security of the Personal Data, approved subcontractors and affiliates, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause (Records).

The Processor will ensure that the Records are sufficient to enable the Controller to verify the Processor’s compliance with its obligations under this Agreement and the Processor will provide the Controller with copies of the Records upon request.

The Controller and the Processor must review the information listed in the Schedules to this Agreement once a year to confirm its current accuracy and update it when required to reflect current practices.

AUDIT

The Processor will permit the Controller and its third-party representatives to audit the Processor’s compliance with its Agreement obligations. The Processor will give the Controller and its third-party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:

(a)physical access to, remote electronic access to, and copies of the Records and any other information held at the Processor’s premises or on systems storing Personal Data;

(b)access to and meetings with any of the Processor’s personnel reasonably necessary to provide all explanations and perform the audit effectively; and

(c)inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process or transport Personal Data.

The notice requirements in clause 13.1 will not apply if the Controller reasonably believes that a Personal Data Breach occurred or is occurring, or the Processor is in breach of any of its obligations under this Agreement or any Data Protection Legislation.

If a Personal Data Breach occurs or is occurring, or the Processor becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, the Processor will:

(a)promptly conduct its own audit to determine the cause;

(b)produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;

(c)provide the Controller with a copy of the written audit report; and

(d)remedy any deficiencies identified by the audit within 7 days.

At the Controller’s written request, the Processor will:

(a)conduct an information security audit before it first begins processing any Personal Data and repeat that audit on an annual basis;

(b)produce a written report that includes detailed plans to remedy any security deficiencies identified by the audit;

(c)provide the Controller with a copy of the written audit report; and

(d)remedy any deficiencies identified by the audit within 7 days.

14.WARRANTIES

The Processor warrants and represents that:

(a)its employees, subcontractors, agents and any other person or persons accessing Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation relating to the Personal Data;

(b)it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;

(c)it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Services Agreement’s contracted services; and

(d)considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:

(i)the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

(ii)the nature of the Personal Data protected; and

(iii)comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required.

The Controller warrants and represents that the Processor’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Controller will comply with the Data Protection Legislation.

NOTICE

Any notice or other communication given to a party under or in connection with this Agreement must be in writing and delivered to:

For the Controller: at email.co.uk

For the Processor: Wendy Norman at email wendy@livelinkresource.co.uk