Data Processing Agreement

This Data Processing Agreement ("Agreement") outlines the terms and conditions under which Success with Systems Ltd ("we" or "us") processes personal data on behalf of our clients.

Introduction

Welcome to our Data Processing Agreement page. This Agreement sets forth the terms governing the processing of personal data by us, ensuring compliance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and other applicable data protection laws.

Parties

    Company: Success with Systems Ltd

    Data Processor: Success with Systems Ltd

Contact Information

    Company Registration Number: 13233826

    ICO Registration Number: ZB035822

    VAT Number: 381 3598 72

    Registered Office: 20-22 Wenlock Road, London, N1 7GU

Agreement Overview

This Agreement ensures compliance with the requirements of the GDPR and other applicable data protection laws. It governs the processing of personal data by us on behalf of our clients and establishes the rights and obligations concerning data protection.

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meanings:

1.1.1 “Agreement” means this Data Processing Agreement and all related schedules and documents.

1.1.2 “Client Personal Data” means any personal data processed by us on behalf of our clients pursuant to or in connection with the Principal Agreement.

1.1.3 “Confidential Information” means information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.1.4 “Contracted Processor” means a Subprocessor.

1.1.5 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.

1.1.6 “EEA” means the European Economic Area.

1.1.7 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.

1.1.8 “GDPR” means EU General Data Protection Regulation 2016/679.

1.1.9 “Data Transfer” means:

1.1.9.1 a transfer of Client Personal Data from the client to us; or

1.1.9.2 an onward transfer of Client Personal Data from us to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.10 “Services” means the Digital Marketing and IT services we provide.

1.1.11 “Subprocessor” means any person appointed by or on behalf of us to process Personal Data on behalf of the client in connection with the Agreement.

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Client Personal Data

2.1 The client shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and

2.1.2 ensure that any instructions regarding the processing of Client Personal Data are documented and lawful.

3. Processor Personnel

3.1 We shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of any Contracted Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Client Personal Data as strictly necessary for the purposes of the Principal Agreement.

4. Security

4.1 The client is responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk involved in the processing of Client Personal Data.

5. Subprocessing

5.1 We shall not appoint (or disclose any Client Personal Data to) any Subprocessor unless required or authorized by the client.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, the client shall be responsible for implementing appropriate technical and organizational measures for the fulfillment of the client's obligations, as reasonably understood by the client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

7. Personal Data Breach

7.1 The client shall notify us without undue delay upon becoming aware of a Personal Data Breach affecting Client Personal Data, providing us with sufficient information to allow us to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

8. Data Protection Impact Assessment and Prior Consultation

8.1 The client shall provide reasonable assistance to us with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the client reasonably considers to be required by articles 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law.

9. Deletion or Return of Client Personal Data

9.1 Subject to this section 9, the client shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Client Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Client Personal Data.

10. Audit Rights

10.1 Subject to this section 10, the client shall make available to us on request all information necessary to demonstrate compliance with this Agreement and shall allow for and contribute to audits, including inspections, by us or an auditor mandated by us in relation to the Processing of the Client Personal Data by the Contracted Processors.

11. Data Transfer

11.1 The client may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of us. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU-approved standard contractual clauses for the transfer of personal data.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

12.1.1 disclosure is required by law;

12.1.2 the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post, or sent by email to the address or email address set out in the heading of this Agreement or to such other address as notified from time to time by the Parties changing address.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of the United Kingdom.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales, subject to a possible appeal to the European Union if applicable.