Data processing agreement.
This Data Processing Agreement (“DPA”) is an addendum to the Customer Terms between Authentic Digital Limited (“sheepCRM”) and you (“Customer”). The DPA will be effective and replace any previously applicable data processing and security terms as from 1st March 2022 and will continue for as long as sheepCRM provides the services as set out in our Customer Terms.
Definitions
“Customer Data” means data provided by or on behalf of Customer or Customer End Users via the Services under the account.
“Data Controller” means the entity that determines the purposes and means of the processing of Personal Data.
“Data Processor” means the entity that processes Personal Data on behalf of the Data Controller.
“Data Protection Laws” means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Agreement, including the GDPR.
“Data Subject” means the individual to whom the Personal Data relates.
“EEA” means the European Economic Area.
“GDPR” means EU General Data Protection Regulation 2016/679.
"UK GDPR" means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
“Personal Data” means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under GDPR.
“Processing” has the meaning given to it in the GDPR and “process”, “processes” and “processed” shall be interpreted accordingly.
“Sub-Processor” means any third party authorised under this DPA to have logical access to and process Customer Data to provide parts of the Services.
“Services” means any product or service provided to Customer and as described in sheepCRM Customer Terms.
"DPA" means this data processing agreement.
Data Processing
sheepCRM will only act and process Customer Data in accordance with the documented instruction from Customer (the “Instruction”), unless required by law to act without such Instruction. The Instruction at the time of entering into this DPA is that sheepCRM may only process Customer Data with the purpose of delivering Services as described in its Customer Terms. Subject to the terms of this DPA and with agreement of the parties, the Customer may issue additional written instructions consistent with the terms of this Agreement. Customer is responsible for ensuring that all individuals who provide instructions are authorised to do so.
sheepCRM will inform the Customer of any instruction that it deems to be in violation of GDPR and will not execute the instructions until they have been confirmed or modified.
When Customer Data is processed by sheepCRM both parties acknowledge and agree that:
sheepCRM is a Data Processor of Customer Data under the GDPR
Customer is a Data Controller of Customer Data under GDPR.
Confidentiality
sheepCRM shall treat all Customer Data as strictly confidential information. Customer Data may not be copied, transferred or otherwise processed in conflict with the Instruction from Customer unless required by law.
sheepCRM employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all Customer Data under this DPA with strict confidentiality and only process Customer Data in accordance with the Instruction.
Sub-Processing
Customer authorises sheepCRM to engage third-parties to process Customer Data (“Sub-Processors”) without obtaining any further written, specific authorisation. sheepCRM will restrict Sub-Processor access to Customer Data to what is necessary to provide the Services.
sheepCRM shall complete a written agreement with any Sub-Processors. Such an agreement shall at minimum provide the same data protection obligations as the ones applicable under this DPA. It remains accountable for any Sub-Processor in the same way as for its own actions and omissions.
sheepCRM will inform Customer of any new Sub-Processor engagements at least 30 days before the new Sub-Processor processes any Customer Data. Notifications of such engagements will be delivered to the account email address and/or through the control panel interface. It is Customer’s sole responsibility to ensure account information is correct and kept up to date.
Customer has the right to object to a use of a Sub-Processor by terminating this Addendum and Services in accordance with sheepCRM’s Customer Terms.
For data security we do not publicise a list of Sub-Processors.
Security
sheepCRM will implement and maintain technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access in accordance with GDPR, article 32. The security measures are subject to technical progress and development and Customer acknowledges that sheepCRM may update or modify the security measures from time-to-time provided that such updates and modifications do not result in the degradation of the overall security. In addition, sheepCRM will make controls available to Customer to further secure Customer Data inside the control panel.
Data Breach Notifications
If sheepCRM becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by sheepCRM, sheepCRM agrees to notify Customer without undue delay after becoming aware of (and in any event within 72 hours of discovering). Notifications of such incidents will be sent to the Super Administrator’s email address. It is Customer’s sole responsibility to ensure this information is correct and kept up to date.
sheepCRM will make reasonable efforts to identify the cause of any breach and take necessary steps to prevent such a breach from reoccurring.
Customer agrees that Data Breach Notifications will not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
Data Subject Rights
If sheepCRM directly receives a request from a Data Subject to exercise such rights in relation to Customer Data, it will forward the request to Customer. Customer must respond to any such request within the timeframes specified within GDPR.
sheepCRM will assist Customer in fulfilling any obligation to respond to requests by data subjects, which may include providing controls via the control panel to help comply with the commitments set out under GDPR.
Data Transfers
sheepCRM stores and processes data in secure data centres located in the United Kingdom (“UK”). Data may be transferred and processed outside the European Economic Area (“EEA”) to countries where Sub-Processors maintain their own data processing operations. Customer hereby agrees to the transfer, storing or processing of data outside the EEA. sheepCRM will take all steps reasonably necessary to ensure that Customer Data is treated securely and in accordance with the relevant Data Protection Laws.
Compliance and Audit Rights
The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations.
Return or Deletion of Data
sheepCRM only retains Customer Data for as long as required to fulfil the purposes for which it was initially collected. Termination of this Addendum or Services in line with sheepCRM Customer Terms will result in all Customer Data being deleted, unless otherwise required by law.
Following permanent deletion from the live systems, partial data resides on the Processor’s backup systems in accordance with its then current data back-up policy. If requested by the Controller, the Processor may be able to assist with recovery of partial data from these backups during this period. A fee will be charged for this service.
Limitation of Liability
The total liability of each part under this addendum shall be subject to the limitation of liability as set out in sheepCRM’s Customer Terms. For the avoidance of doubt, in no instance will sheepCRM be liable for any losses or damages suffered by Customer where Customer is using Services in violation of its Customer Terms, regardless of whether it terminates or suspend an account due to such violation.
General
Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
This DPA shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA.
The parties agree that this DPA is incorporated into and governed by the terms of the Agreement.