Data Protection

Definitions

In this data protection addendum, capitalized terms have the meaning in the agreement into which this addendum is incorporated, except as follows:

Agreed Purposes: the performance by each party of its obligations under the Contract, and the promotion of the products or Services that form the subject of the Contract.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the UK Data Protection Legislation in force at the time.

Data Discloser: a party that discloses Shared Personal Data to the other party.

Data Protection Legislation: the UK Data Protection Legislation, any European Union legislation relating to personal data, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications), plus the guidance and codes of practice issued by the relevant data protection or supervisory authority applicable to a party.

Permitted Recipients: the parties to the Contract, the employees of each party, any third parties engaged to perform obligations in connection with the Contract.

Shared Personal Data: the personal data to be shared between the parties under the Contract, provided that Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
(a) in connection with a Licensee user:
(i) first and surnames,
(ii) address of work site,
(iii) email address,
(iv) back up email address,
(v) telephone number, and
(vi) title, and
(b) in connection with Licensee personnel communicating with Licensor for the purpose of negotiations of the Contract:
(i) first and surnames,
(ii) email address,
(iii) telephone number, and
(iv) title.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation ((EU) 2016/679)(“GDPR”); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Shared Personal Data

This Clause sets out the framework for the sharing of personal data between the parties as controllers. The Data Discloser will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

Effect of Non-compliance with Data Protection Legislation

Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation. Any material breach of the Data Protection Legislation by one party shall, if not remedied within thirty (30) days of written notice from the other party, give grounds to the other party to terminate the Contract upon notice.

Particular Obligations relating to Data Sharing

Each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information to any data subject whose personal data may be processed under the Contract of the nature such processing. This includes giving notice that, on the termination of the Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose the Shared Personal Data to anyone or allow access to itby anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by the Contract;
(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data received from the Data Discloser outside the EEA unless it:
(i) complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer.

Mutual assistance

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject access request;
(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments, and consultations with supervisory authorities or regulators;
(f) notify the other party without undue delay on becoming aware of any breach by it of the Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Contract unless required by law to store the personal data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this Clause; and
(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

Indemnity

For the avoidance of any doubt, each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other (“Indemnified Party”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with the breach of the Data Protection Legislation by the Indemnifying Party, its employees or agents, provided that the Indemnified Party gives to the Indemnifying Party prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim, and sole authority to manage, defend and settle it.

Conflict

In the event of any conflict between this addendum and the provisions of the Contract, the terms of this addendum shall prevail.