Data Processing Addendum
Mintel Group Ltd. shall be referred to as “Mintel” or the “Provider”, the licensee shall be referred to as “Customer”, “Contract” shall refer to written agreement between Mintel and Customer for the purchase of Mintel Syndicated services. This Data Processing Addendum (“DPA”) shall apply to all Personal Data being processed pursuant to the Contract.
All capitalized terms shall have the meanings given to them as defined in the Contract or their respective Applicable Data Protection Law. The definitions given in Applicable Data Protection Law shall control.
“Applicable Data Protection Law” refers to all laws and regulations applicable to each parties’ Processing of Personal Data under the Contract including, without limitation, the General Data Protection Regulation (EU 2016/679) (“GDPR”), and the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018).
“Authorised Persons” the persons or categories of persons that the Mintel authorises to give the other parties’ written personal data processing instructions as identified in Schedule 1 and from whom the Provider agrees solely to accept such instructions.
“Business Purposes” means the Services to be provided by Mintel to the Customer, as described in the Contract and any other purpose specifically identified in Schedule 1 of this DPA.
“Controller”, “Processor”, “Personal Data”, “Data Subject”, “Processing”, “Process” have the meanings given in accordance with Applicable Data Protection Law.
“Personal Data Breach” means a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.
“Shared Personal Data” means Personal Data shared between, and Independently Controlled, by the parties; provided that Shared Personal Data shall be confined to personal data processed in connection with a licensed end user, or in connection with Customer’s personnel communicating with Mintel’s personnel for the purpose of negotiating the Contract.
2. Compliance with Laws
2.1 Customer acknowledges that Mintel is subject to Data Protection Laws, which requires Mintel to ensure that each party Processes Personal Data in a manner consistent with Mintel’s obligations under such Data Protection Laws, even where they may not apply directly to the Customer.
2.2 Each party shall comply with all the obligations imposed under Applicable Data Protection Law. Any material breach of Applicable Data Protection Law by one party shall, if not remedied within thirty (30) days of written notice from the other party, constitute non-compliance with this DPA and give grounds to the other party to terminate the Contract upon notice.
2.3 Each party shall ensure that it has a valid legal basis, under the Applicable Data Protection Law, for the Processing of Shared Personal Data.
2.4 Each party shall have valid registrations as are required by the Information Commissioner or their national Supervisory Authority which, by the time that Processing under this DPA is expected to commence and covers the intended Data Processing pursuant to this DPA, unless an exemption applies.
3. Data Processing
3.1 The Parties acknowledge that, with regard to the Processing of Personal Data under the Contract, Mintel is a Controller and Customer is an Independent Controller, and not a Joint Controller with Mintel.
3.2 Each party shall process the Shared Personal Data Shall only as necessary to provide the services under the Contract and it must not be irrelevant or excessive with regard to the purposes as defined in the Contract. The subject matter, duration, nature and purpose of the Processing are located at Schedule 1 of this DPA. Neither party shall disclose the Shared Personal Data to anyone or allow access to it by anyone other than as contemplated under the Contract.
3.3 Each party shall ensure that any third party recipients of the Shared Personal Data are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which comply with Applicable Data Protection Law and are no less onerous than those imposed by this DPA and the Contract.
Each party shall ensure that any person it authorizes to process the Shared Personal Data is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
5. Data Security
5.1 Each party shall ensure that it has in place appropriate technical and organizational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. These measures shall ensure a level of security appropriate to the nature of the Shared Personal Data and the harm that might result from a Personal Data Breach. Each party shall make such documentation available to the other party upon request.
5.2 Each party shall each comply with its obligation to report a Personal Data Breach to the appropriate Supervisory Authority and (where applicable) Data Subjects under Applicable Data Protection Legislation and shall each inform the other party of any Personal Data Breach irrespective of whether there is a requirement to notify any Supervisory Authority or Data Subject(s).
5.3 Each party shall provide reasonable assistance to the other party, upon their request and at the cost of the other party, to assist with its compliance obligations under Applicable Data Protection Law with respect to security, Personal Data Breach notifications, and consultations with Supervisory Authorities or Regulators.
6. Cross-Border Transfers
6.1 Subject to section 6.3, Mintel and Vendor, (as “data importer” & “data exporter”) hereby enter into the Standard Contractual Clauses in respect of any Onward Transfer of Shared Personal Data from either Party to the other Party, which are incorporated into this DPA at Appendix 1.
6.2 The Standard Contractual Clauses shall come into effect under section 6.1 if:
- the data exporter;
- and data importer executes the Standard Contractual Clauses; or upon the Onward Transfer of Shared Personal Data, where required under Applicable Data Protection Law.
6.3 Section 6.1 shall not apply to an Onward Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Onward Transfer to take place without breach of Applicable Data Protection Law.
6.4 Should these Standard Contractual Clauses no longer constitute a valid and lawful mechanism for Onward Transfers of Personal Data, and no such valid and lawful mechanism for the Onward Transfer of Personal Data can be relied upon, the Parties shall cease any such impacted Onward Transfer of Personal Data, and negotiate in good faith a valid and lawful replacement transfer mechanism to regulate the Onward Transfer of Personal Data.
7. General Terms
7.1 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.
7.2 In the event of any conflict between this DPA and the provisions of the Contract, the terms of this DPA shall prevail.
7.3 Each party shall delete Shared Personal Data and copies thereof upon termination of the Contract unless and only provided they have a lawful basis for continued processing or if such required by law to store the Shared Personal Data.
7.4 The obligations set forth in this DPA shall survive the termination of the Contract.
PERSONAL DATA INTERNATIONAL TRANSFER SUB-PROVISION (DPA CLAUSES)
CONTROLLER – CONTROLLER
EXECUTION OF THIS INTERNATIONAL TRANSFER SUB-PROVISION:
Prior to agreeing to adopt this International Transfer Sub-Provision, Customer must confirm the accuracy of the information in Schedule 1 “Schedule 1 Permitted International Transfers” and Annex B “Description of The Transfer” 6. This International Transfer Sub-Provision shall be adopted upon where the Parties:
A) Commence the onward transfer of Shared Personal Data, pursuant to section 6.2(b) of the DPA; OR
B) Upon completion of subsections “1” and “2” below, submit the completed and signed International Transfer Sub-Provision to Mintel via email to your account manager.
1) Confirm any intended update, amendment or deletions (noting Schedule 2 is not to be amended and is non-negotiable); and
2) Assent to the incorporation of this DPA in the Agreement.
Any modifications, alterations or amendments to the content of the SCCs (see schedule 2) will prevent a legally valid agreement and are prohibited.
FOR CLARITY, MINTEL IS COMMITTED TO ITS DATA OBLIGATIONS AND UNLESS THE PERSONAL DATA INTERNATIONAL TRANSFER SUB-PROVISION IS LEGALLY ENGAGED WITH AND EXECUTED ACCORDING TO THE ABOVE, MINTEL WILL NOT BE LIABLE FOR ANY AMOUNTS CLAIMED UNDER AN AGREEMENT THAT (I) HAS NOT STRICTLY MET ALL REQUIREMENTS SET OUT ABOVE FOR FORMATION OF THE AGREEMENT OR (II) HAS MADE ANY MODIFICATIONS TO THE SCHEDULE 2.
ADDITIONAL Definitions FOR THE INTERNATIONAL TRANSFER SUB-PROVISION
Adequacy Decision: means any valid adequacy decision as referred to in Article 45 of the EU GDPR;
Adequacy Regulation: means any valid adequacy regulation as referred to in Article 45 of the UK GDPR;
Applicable Standard Contractual Clauses: means the Article 46 appropriate safeguards for onward transfers of Personal Data; either the EU or UK Standard Contractual Clauses, as determined by the location of the data being exported and as may otherwise be defined under relevant Data Protection Laws;
Data Protection Laws: means all relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including the following laws to the extent applicable in the circumstances:
(a) the EU GDPR;
(b) the UK GDPR;
(c) any laws from time to time to the extent giving effect to Article 71 (Protection of personal data) of the agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community;
(d) the Data Protection Act 2018;
(e) any laws which implement any such laws; and
(f) any laws which replace, extend, re-enact, consolidate or amend any of the foregoing;
EU GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679;
EU Standard Contractual Clauses: means (i) the standard contractual clauses adopted bythe European Commission on 4 June 2021 for the transfer of Personal Data to third countries pursuant to the EU GDPR and where “MODULE ONE: Transfer controller to controller” therein is selected and applies where relevant; or (ii) such other standard contractual clauses that are approved by the European Commission for Controller to Processor transfers of EU Personal Data to a third country which has not received an EU Adequacy Decision (and are subsequently incorporated into this Agreement).
International Recipient: means the organisations, bodies, persons and other recipients to which Transfers of Protected Data are prohibited under clause 1.2 without the Customer’s prior written authorisation;
Lawful Safeguards: means such legally enforceable mechanism(s) for Transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
Onward Transfer: means a Transfer from one International Recipient to another International Recipient, as described in Art. 44 of the UK & EU GDPR;
Personal Data: has the meaning given in Data Protection Laws;
processing: has the meaning given in applicable Data Protection Laws (and related expressions, including process, processed and processes shall be construed accordingly);
Processor: has the meaning given in Data Protection Laws;
Protected Data: means Personal Data received from or on behalf of the Customer, or otherwise obtained or accessed by the Provider in connection with the performance of the Provider’s obligations under this Agreement;
Sub-Processor: means any Processor engaged by the Provider (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data;
Transfer: bears the same meaning as the word ‘transfer’ in Article 44 of the UK GDPR and EU GDPR (and to the extent either the EU GDPR or UK GDPR may give a wider meaning to that term than the other from time to time, shall be given the widest meaning). Without prejudice to the foregoing, this term also includes directly or indirectly transferring, disclosing or permitting access to any Protected Data to any International Recipient (including all Onward Transfers). Related expressions such as Transfers and Transferring shall be construed accordingly; and
UK GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time);
UK Standard Contractual Clauses: means (i) the standard contractual clauses approved by the European Commission for the transfer of Personal Data from a Controller to Controller for which references to the Directive 95/46/EC of 24 October 1995 therein shall be deemed to be replaced with respective provisions of the UK GDPR; or (ii) such other standard contractual clauses that are approved under the UK GDPR for the transfer of UK Personal Data to a third country which has not received a UK Adequacy Decision (and which shall be automatically incorporated into this Agreement). II(h) option iii.
1. INTERNATIONAL TRANSFERS
1.1 For the purpose of the Agreement, the Parties shall transfer Personal Data as Independent Data Controllers.
1.2 The Provider shall not (and shall ensure each Sub-Processor shall not) Transfer nor permit any Transfer or Onward Transfer of any Protected Data:
1.2.1 from any country to any other country; and/or
1.2.2 to an organisation and/or its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries,
without the Customer’s prior written authorisation.
1.3 The Customer hereby authorises the Provider to Transfer Protected Data for the purposes referred to in Schedule 1 to the entities and locations set out in Schedule 1, provided all Transfers of Protected Data by the Provider to an International Recipient (including any Onward Transfer) shall:
1.3.1 to the extent required under Data Protection Laws, be effected by way of Lawful Safeguards and in accordance with Data Protection Laws and this Agreement; and
1.3.2 be made pursuant to a written contract that includes equivalent obligations on each Sub-Processor in respect of Transfers of Protected Data to International Recipients as apply to the Provider under these DPA Clauses.
The provisions of the Agreement shall constitute the Customer’s instructions with respect to Transfers of Protected Data for the purposes of this Agreement.
1.4 The Provider shall ensure that Lawful Safeguards employed in connection with this Agreement shall (to the extent providing Lawful Safeguards in respect of the specific Transfer of Protected Data to an International Recipient) be as follows:
1.4.1 any relevant Adequacy Decision or Adequacy Regulation (as applicable) from time to time;
1.4.2 in the absence of an appropriate Adequacy Decision or Adequacy Regulation (as applicable), as specified in Schedule 1; and/or
1.4.3 an alternative Lawful Safeguard agreed in writing between the parties, (consent of either party not to be unreasonably, withheld, conditioned or delayed).
1.5 No Transfer of Protected Data to an International Recipient may be made by the Provider (or any Sub-Processor) on the basis of Decision (EU) 2016/1250 (the invalidated EU-US Privacy Shield) or any Adequacy Decision or Adequacy Regulation based on it.
1.6 The Parties agree that the Applicable Standard Contractual Clauses shall be incorporated by reference and shall be binding and create enforceable legal obligations between the Customer and relevant ‘data importer’ as defined in the Applicable Standard Contractual Clauses.
1.6.1 Section II(h) of the UK Standard Contractual Clauses present an option to be selected by the parties. The Parties agree to select option “iii”; the requisite “Data Processing Principles” shall be adopted into these DPA Clauses in Schedule 1 Annex A, below.
1.7 The parties agree that:
1.7.1 the Customer shall ensure that it; and
1.7.2 the Provider shall ensure that the relevant ‘data importer’ (as defined in the relevant Applicable Standard Contractual Clauses)
has duly executed the Applicable Standard Contractual Clauses in the form attached in Schedule 2 within two (2) Business Days of the date of the Agreement. The parties shall each use all reasonable endeavours to comply with their respective obligations under this clause 1.7 as soon as possible and on request promptly confirm the fulfilment of such obligations to the other.
1.8 The provisions of Schedule 2 and the Applicable Standard Contractual Clauses shall prevail over this Agreement to the extent of any conflict or inconsistency. This Agreement is not intended to amend the terms or the effects of the Applicable Standard Contractual Clauses, or limit any liability under the Applicable Standard Contractual Clauses, and no term of this Agreement should be read or interpreted as having that effect. The Provider shall ensure the provisions of the Applicable Standard Contractual Clauses also prevail over any other arrangements with the relevant Sub-Processors to the extent of any conflict or inconsistency.
PERMITTED INTERNATIONAL TRANSFERS
The following personal data transfers are permitted for the purpose outlined below:
For Mintel/ the Provider to enable the Customer to use its services and products details it may receive
(from the Customer and its employees or staff):
Mintel’s data schedule:
1a) First Name of person using Mintel system
1b) Surname of person using Mintel system
1c) Business Email address and telephone number (*this may be personal in COVID times) of the person using Mintel system
1d) IP address of person using Mintel system
1e) Usernames and passwords of person using Mintel system
1f) Location of person using Mintel system
1g) For Mintel events (if applicable) e.g. training events and event/ industry specific newsletters; attendance metrics
1h) Marketing and contact preferences
1i) Job Title of person using Mintel system
1j) Company name attached to the person using Mintel system
1k) Browsing history and cookies/session tokens
1l) Audit logging
1m) First and Last logon- on Mintel system
1n) Data related to video conferencing, including biometric, voice and video data.
Mintel’s data schedule will be processed within the United Kingdom or the EU, and the mechanism (Lawful Safeguard) in place to allow the transfer ‘as processed under the Applicable Standard Contractual Clauses.
The Customer may receive the below Personal Information from Mintel to assist the Customer in using and utilizing Mintel’s products and services and may include:
Customer’s data schedule:
1a) First Name of person at Mintel
1b) Surname of person at Mintel
1c) Business Email address and telephone number ((*this may be personal in Covid times) of person at Mintel
1d) Location of person at Mintel
1e) Job Title
1f) Company name
1g) Data related to video conferencing, including biometric, voice and video data.
Purposes for processing data include:
Advertising, marketing and public relations of the data exporter’s own business or activity, goods or services.
Accounts and records, including
- keeping accounts relating to the data exporter’s business or activity;
- deciding whether to accept any person or organisation as a customer;
- keeping records of purchases, sales or other transactions, including payments, deliveries or services provided by the data exporter or to the data exporter;
- keeping customer records
- records for making ﬁnancial or management forecasts; and
- other general record keeping and information management.
Accounting and auditing services
Administration of membership
Consultancy services, including giving advice and the provision of services of a consultancy
Data analytics, including profiling.
Information and databank administration, including the maintenance of information or databanks as a reference tool or general resource. This includes catalogues, lists, directories and bibliographic databases.
IT, digital, technology or telecom services, including use or provision of technology products or services, telecoms and network services, digital services, hosting, cloud and support services or software.
Legal services, including advising and acting on behalf of Customers.
Purposes for the transfer of Personal Data are necessary for the parties to perform the legal Agreement. In addition, where required the Provider will seek to obtain explicit consent from the data subject.
DATA PROCESSING PRINCIPLES
1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.
2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedom of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
6. Sensitive data: The data importer shall take such additional measures (eg relating to security) as are necessary to protect such sensitive data in accordance with its obligations under Appendix II.
7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to ‘opt-out’ from having his data used for such purposes.
8. Automated decisions: For purposes hereof ‘automated decision’ shall mean a decision by the data explorer or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, expect when:
(i) such decisions are made by the data importer in entering into a performing a contract with the data subject, and
(ii) the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.
(b) where otherwise provided by the law of the data exporter.
DESCRIPTION OF THE TRANSFER
The Parties hereby incorporate the Applicable Standard Contractual Clauses by reference.
The personal data transferred concern the following categories of data subjects: Individuals being the parties employees, suppliers/provider and customers/Customer.
Purposes of the Transfer(s)
The transfer is made for the following primary purposes:
Purposes for the transfer of Personal Data are necessary for parties to perform the legal Agreement. In addition, where required the Provider will seek to obtain explicit consent from the data subject.
Sending and/or managing marketing communications to consumers
Personalizing marketing communications
Performing data analytics
Addressing consumers’ questions or complaints
Complying with legal obligations
Allowing users to participate in events and event organisation
Feedback to Customer on employees uptake/usage if requested
Keeping of legal records
Claims and contracts Management
IT and HR Help Desk
IT system administration and maintenance
Categories of data
The personal data transferred concern the following categories of data:
Personal Information including standard contact information such as name, title, email address, physical address, phone number, etc.
Professional Contact & Profile
User Account Info
The business contact information of personnel engaged by either party to this Agreement, specifically the name, business telephone number, business email address, business postal address, and/or the job title of such personnel.
Information about an individual’s computer and, or other device, including (for example) IP address, MAC address, unique device identifiers, unique identifies set in cookies, and any information passively captured about a person’s online activities, browsing, application or hotspot usage or device location.
The personal data transferred may be disclosed only to following recipients or categories of recipients:
Provider and Customer as set forth in the Agreement into which these clauses are incorporated.
Sensitive data (if appropriate)
The personal data transferred concern the following categories of sensitive data: None under the Agreement. Unless provided voluntary by the Customer or Provider (this will not be requested by the Provider).
Data protection registration information of data exporter (where applicable):
Mintel’s details, Mintel Group Ltd (Registered as a Tier 3 data controller with registration number Z8959675.
Additional useful information (storage limits and other relevant information):
Appendix 2………….Mintel Security Statement
Contact points for data protection enquiries
|Customer details as set forth in the Agreement into which these clauses are incorporated and on their Website.
|Customer details as set forth in the Agreement into which these clauses are incorporated and on their Website.
|E-mail: firstname.lastname@example.org and email@example.com
|Customer details as set forth in the Agreement into which these clauses are incorporated and on their Website.
|Contact Number: +44 20 3416 4231
Mintel Security Statement
This Appendix forms part of the Standard Contractual Clauses.
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): Mintel and Customer hereby adopts the Mintel Security measures located at Mintel Security Statement; alternatively Customer may attach and adopt its preferred security measures as an addendum to this DPA.
This statement was reviewed in: May 2022.