Last Updated: March 2021
PLENTIFIC DATA PROCESSING ADDENDUM
This Data Processing Addendum (the “DPA”) applies to the extent that Plentific processes Personal Data on behalf of Customer in the course of providing Services. This DPA does not apply where Plentific is the Data Controller.
- The Customer and Plentific have entered into an agreement that may require Plentific to process Personal Data on behalf of the Customer (“Agreement”).
- This DPA sets out the additional terms, requirements and conditions on which Plentific will process Personal Data when providing services under the Agreement. This DPA contains the mandatory clauses required by Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors.
1. DEFINITIONS AND INTERPRETATIONS
1.1. This DPA is subject to the terms of the Agreement and is incorporated into the Agreement. Interpretations and defined terms set forth in the Agreement apply to the interpretation of this DPA.
1.2. The Annexes form part of this DPA and will have effect as set if set out in full in the body of this DPA. Any reference to this DPA includes the Annexes.
1.3. Data Controller” means the person who, alone or jointly with others, determines the purposes for which and the manner in which any Personal Data are Processed.
1.4. Data Processor” means any person (other than an employee of a Data Controller) who Processes Personal Data on behalf of a Data Controller.
1.5. Data Protection Legislation” means the Data Protection Act 2018 and any other applicable legislation in relation to the processing of personal data.
1.6. “Digital Platform” means https://plentific.com/, its content and all sub-domains contained therein.
1.7. “End-Users” means the tenants and other occupiers of the Customer’s properties.
1.8. “Personal Data” means all User and End-User data: (i) which relates to an identified or identifiable natural person and (ii) in respect of which the Customer is the Data Controller and (iii) which will be Processed by Plentific in connection with this Agreement, as more particularly described in the Agreement.
1.9. “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.10. “User” means each Customer’s employee, representative, consultant, contractor or agent who is authorised to use the Service and has been supplied with user account details and a password by the Customer (or by Plentific at the Customer’s request).
2. PERSONAL DATA TYPES AND PROCESSING PURPOSES
2.1. The Customer and Plentific acknowledge that for the purpose of the Data Protection Legislation, the Customer is the Data Controller and Plentific is the Data Processor.
2.2. The Customer retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Plentific.
2.3. ANNEX A describes the subject matter, duration, nature and purpose of processing and the Personal Data categories and data subject types applicable to the Service.
3. PLENTIFIC’S OBLIGATIONS
3.1. Plentific will only process the Personal Data to the extent, and in such a manner, as is necessary for the provision of the Service in accordance with the Customer's written instructions. Plentific will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Legislation. Plentific must promptly notify the Customer if, in its opinion, the Customer's instruction would not comply with the Data Protection Legislation.
3.2. Plentific must promptly comply with any Customer request or instruction requiring Plentific to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
3.3. Plentific will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Customer or this DPA specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires Plentific to process or disclose Personal Data, Plentific must first inform the Customer of the legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.
3.4. Plentific will reasonably assist the Customer with meeting the Customer's compliance obligations under the Data Protection Legislation, taking into account the nature of Plentific's processing and the information available to Plentific, including in relation to data subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.
3.5. Plentific must promptly notify the Customer of any changes to Data Protection Legislation that may adversely affect Plentific's performance of the Agreement.
4. PLENTIFIC’S EMPLOYEES
4.1. Plentific will ensure that all 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) aware of both Plentific's duties and their personal duties and obligations under the Data Protection Legislation and this DPA.
5.1. Plentific 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.
5.2. Plentific will ensure that all employees:
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.
6. PERSONAL DATA BREACH
6.1. Plentific will promptly and without undue delay notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.
6.2. Plentific will without undue delay notify the Customer if it becomes aware of:
a) any accidental, unauthorised or unlawful processing of the Personal Data; or
b) any Personal Data Breach.
6.3. Where Plentific becomes aware of (a) and/or (b) above, it shall, without undue delay, also provide the Customer with the following information:
a) description of the nature of an occurrence falling within the provisions of clause 6.2(a) and/or (b), including the categories and approximate number of both data subjects and Personal Data records concerned;
b) the likely consequences; and
b) description of the measures taken, or proposed to be taken to address the occurrence falling within the provisions of clause 6.2(a) and/or (b), including measures to mitigate its possible adverse effects.
6.4. 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. Plentific will reasonably co-operate with the Customer in the Customer's handling of the matter, including:
a) assisting with any investigation;
b) providing the Customer with physical access to any facilities and operations affected;
c) facilitating interviews with Plentific'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 Customer; 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.
6.5. Plentific will not inform any third party of any Personal Data Breach without first obtaining the Customer's prior written consent, except when required to do so by law.
6.6. Plentific agrees that the Customer 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 Customer'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.
7. CROSS-BORDER TRANSFER OF PERSONAL DATA
7.1. Plentific does not ordinarily transfer or otherwise process Personal Data outside the UK/European Economic Area (the “EEA”) and shall only do so with the Customer's prior written consent and if the specific requirements under applicable Data Protection Legislation for such data transfer are met.
7.2. Where such consent is granted, Plentific may only process, or permit the processing, of Personal Data outside the EEA under the following conditions:
a) Plentific 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; or
b) Plentific participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that Plentific 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 Parties agree that the EU’s Standard Contractual Clauses (2010) (‘Standard Contractual Clauses’) shall be incorporated in this DPA to meet Plentific’s obligations in respect of appropriate safeguards and that Plentific shall complete Appendix 1 with each applicable sub-processor (“Data Importer”) in respect of each such cross-border transfer and shall enter into the Standard Contractual Clauses with each Data Importer;
c) the transfer otherwise complies with the Data Protection Legislation.
8.1. Plentific may only authorise a third party (sub-processor) to process the Personal Data if:
a) the Customer provides prior written consent prior to the appointment of each sub-processor;
b) Plentific enters into a written contract with the sub-processor that contains terms substantially the same as those set out in this DPA, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Customer's written request, provides the Customer with copies of such contract;
c) Plentific maintains control over all Personal Data it entrusts to the sub-processor; and
c) the sub-processor's contract terminates automatically on termination of this DPA for any reason.
8.2. Those sub-processors approved as at the Commencement Date of this DPA are as set out in ANNEX A.
8.3. Where the sub-processor fails to fulfil its obligations under such written agreement, Plentific remains fully liable to the Customer for the sub-processor’s performance and its agreement obligations.
8.4. The Parties consider Plentific to control any Personal Data controlled by or in the possession of its sub-processors.
8.5. On the Customer’s written request, Plentific will audit a sub-processor’s compliance with its obligations regarding the Customer’s Personal Data and provide the Customer with the audit results.
9. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD PARTY RIGHTS
9.1. Plentific must, at no additional cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer 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 Customer by any supervising authority under the Data Protection Legislation.
9.2. Plentific must notify the Customer 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.
9.3. Plentific must notify the customer within 30 days if it received a request from a data subject for access to his/her Personal Data or to exercise any of his/her related rights under the Data Protection Legislation.
9.4. Plentific will give the Customer its full co-operation and assistance in responding to any complaint, notice, communication or data subject request.
9.5. Plentific must not disclose the Personal Data to any data subject or to a third party other than at the Customer’s request or instruction, as provided for in this DPA or as required by law.
10. TERM AND TERMINATION
10.1. This DPA will remain in full force and effect so long as:
a) the Agreement remains in effect, or
b) Plentific retains any Personal Data related to the Agreement in its possession of control.
10.2. Any provision of this DPA that expressly or by implication should come into or continue in force on or after the termination of the Agreement in order to protect Personal Data will remain in full force and effect.
10.3. Plentific's failure to comply with the terms of this DPA is a material breach of the Agreement. In such an event, the Customer may terminate any part of the Agreement authorising the processing of Personal Data effective immediately on written notice to Plentific without further liability or obligation.
10.4. If a change in any Data Protection Legislation prevents either Party from fulfilling all or part of its 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, either Party may terminate the Agreement on written notice to the other Party.
11. DATA RETURN AND DESTRUCTION
11.1. At the Customer’s request, Plentific will give the Customer a copy of or access to all or part of the Customer’s Personal Data in its possession or control in the format and on the media reasonably specified by the Customer.
11.2. On termination of the Agreement for any reason, Plentific will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any Personal Data related to this DPA in its possession or control.
11.3. If any law, regulation, or government or regulatory body requires Plentific to retain any documents or materials that Plentific would otherwise be required to return or destroy, it will notify the Customer 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.
12.1. Plentific will permit the Customer and its third-party representatives to audit compliance with its Agreement obligations, on at least 30 days' notice, during the Term. Plentific will give the Customer 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 Plentific's premises or on systems storing Personal Data;
b) access to and meetings with any of Plentific'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.
12.2. The notice requirements in clause 12.1 will not apply if the Customer reasonably believes that a Personal Data Breach occurred or is occurring, or Plentific is in breach of any of its obligations under this DPA or any Data Protection Legislation.
12.3. Plentific will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by Plentific's management.
13.1. Plentific 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 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.
ANNEX A – PERSONAL DATA PROCESSING PURPOSES AND DETAILS
Nature and purpose of processing: Plentific will Process Personal Data as necessary to provide the Service pursuant to the Agreement, and as further instructed by Customer in its use of the Service.
Duration of Processing: Subject to Section 11 of the DPA, Plentific will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.
Categories of Data Subjects: Customer may enter Personal Data in the Digital Platform, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to:
- Users of Customer
Types of Personal Data: Customer may enter Personal Data in the Digital Platform, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
- First and last name
- Contact information (address, post code, telephone number, email)
- IP address
- Image(s) and Photograph(s)
- Device and browser
Approved sub-processors as at the Commencement Date of this DPA are:
- Google, Inc.
- Amazon Web Services
- Twilio, Inc.
- Intercom, Inc.
- Mode Analytics, Inc.
- SendGrid, Inc.
- Functional Software, Inc.
- GitHub, Inc.
- Litmus Software, Inc.
- Segment.io, Inc.
- HotJar Limited
- Auth0, Inc.
- Basecamp, Inc.
- Slack, Inc.
- HubSpot, Inc.
- FullStory, Inc.
- Plentific Yazilim Anonim Şirketi
- Plentific GmbH
to the Standard Contractual Clauses
- Data Exporter: Plentific
- Data Importer: 'Sub-Processor'
- Data Subjects: means any User and End-User whose Personal Data is processed in the course of provision of services.
- Categories of data: Names, addresses, e-mail addresses, telephone numbers and data indicating geographic location (e.g., IP address).
- Processing Operations. The Data Importer will process the Personal Data to deliver the relevant services and offering of Data Importer.
to 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)
In processing personal data under the Agreement, the Data Importer represents and warrants that it has implemented and will maintain the administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of personal data uploaded to the Services, as described in and set out below.
Data Importer will not materially decrease the overall security of the Services during the term of the Agreement.
- Information security policy: The Data Importer will implement a written information security policy that specifies the security standards it will apply to protect the personal data it processes in accordance with these Clauses. The information security policy will mandate the use of appropriate technical and organisational security measures throughout the Data Importer's organisation to protect personal data against unauthorised and unlawful processing and against accidental loss, damage or destruction. It will further describe the measures to be taken, and individuals to be notified, in the event of an actual or suspected data or security breach. The Data Importer will provide a copy of its information security policy to the Data Exporter upon request.
- Data protection officer: The Data Importer will appoint a duly skilled, qualified and experienced employee with responsibility for ensuring the security of personal data processed by the Data Importer throughout its organisation and for reviewing, maintaining and updating the Data Importer's information security policy in accordance with best industry practice.
- Physical security: Access to data processing facilities will be restricted to duly authorised employees and contractors who have been issued with security badges.
- Firewall and anti-virus: The Data Importer will implement appropriate firewall, anti-virus, anti-spyware and other anti-malware software and technologies on all networks and systems it uses to process personal data. The Data Importer will update its firewall, anti-virus, anti-spyware and other anti-malware software and technologies on a regular basis to ensure that they protect against then-current virus, spyware and other malware threats.
- Encryption: All personal data processed by the Data Importer on behalf of the Data Exporter shall be transmitted in encrypted format only, including personal data processed by the Data Importer on portable media or portable devices.
- Access controls: The Data Importer will implement technical access controls that restrict access to personal data it processes to duly authorised employees and contractors only.
- Usernames / passwords: Access to personal data will be controlled through access privileges (described above), usernames and confidential passwords. No two employees or contractors may share or use the same username. Employees and contractors will be required to change their passwords on a regular basis. All employee passwords will be stored in encrypted format, and must be at least eight characters long consisting of one uppercase letter, one lowercase letter, one numeral and one symbol.
- Data separation: The Data Importer will ensure that personal data it processes on behalf of the Data Exporter is kept logically and/or physically separate from all other data processed by the Data Importer.
- Disaster recovery / business continuity: The Data Importer will implement appropriate disaster recovery and business continuity plans that will ensure the availability, security, integrity and (where necessary) restoration of the personal data on the occurrence of a force majeure or similar business interruption event. The Data Importer will provide a copy of its disaster recovery and business continuity plans to the Data Exporter upon request.