This Data Processing Agreement and its Annexes (“DPA”) form part of the Agreement entered into between You (“Client”) and Zyte Group Ltd. (“Zyte”) (collectively, the “Parties”) and sets forth the terms and conditions under which the Parties may process Personal Data. In the event of a conflict in relation to the processing of Personal Data between this DPA, Zyte Terms, and any other agreement, this DPA shall prevail. Unless otherwise specified, capitalized terms used but not defined in this DPA shall have the meaning set forth elsewhere in the Terms. This DPA is effective on the date the Agreement is entered into and will continue in force until the expiration or termination of the Agreement in accordance with its terms.
The following definitions shall apply for the purposes of this DPA:
1.1. “Agreement” means the Zyte Terms together with any document related to Your subscription to the Services together with any Zyte generated service invoices, statements of work, contracts and/or any other agreements executed or approved by You with respect to Your subscription to the Services.
1.2. "Contact Data" means Personal Data provided by You to Zyte including names, usernames (Zyte login details, Slack and other communication software other user names), business email addresses, business phone numbers, job titles, and such other information as is specified in the Zyte Terms.
1.3. “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor” and “Supervisory Authority” shall have the meanings set out in the GDPR (and related terms such as “Process” have corresponding meanings).
1.4. “Data Protection Laws” is defined as all legislation and regulations relating to the protection of Personal Data, including (without limitation), the Data Protection Acts 1988-2018, the GDPR, and all other statutory instruments, industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by a relevant Supervisory Authority relating to the processing of Personal Data or privacy, each as amended, revised, modified or replaced from time to time.
1.5. “GDPR” means the General Data Protection Regulation (EU) 2016/679 on the protection of natural persons regarding the Processing of Personal Data and on the free movement of such data.
1.6. "Restricted Transfer" means an international transfer of Personal Data by us to You where such transfer would be prohibited by applicable Data Protection Laws in the absence of a Transfer Solution.
1.7. “Security Event” means an incident which results in (or may result in) the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, Client’s Personal Data while in the custody or control of Zyte or a Sub-Processor.
1.8. "Service Personal Data" means the Personal Data collected, processed, or transferred by and/or to Client using the Services.
1.9. “Services” means the service(s) and/or product(s) provided by Zyte to You under the Terms and/or an applicable Agreement.
1.10. “Standard Contractual Clauses” means (a) in respect of any Personal Data subject to the GDPR[A1], the standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 between (i) controllers and controllers (Module 1) ("Controller to Controller") and/or (ii) processors and controller (Module 4) ("Processor to Controller") as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 available at https://ec.europa.eu/info/sites/default/files/sccs_word.zip and the Addendum B.1.0 issued by the Information Commissioner's Office and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (incorporating the Mandatory Clauses of that Addendum) appended to the Standard Contractual Clauses.
1.11. “Sub-Processor” means the third party sub-processors set out in Annex 3 to this DPA engaged by Zyte to process Personal Data as authorized by Client in accordance with this DPA.
1.12. “Third Country” means all countries that are not members of the European Economic Area (“EEA”) or which have not been recognised by the European Commission as providing an adequate level of protection for Personal Data.
1.13. "Transfer Solution" means the Standard Contractual Clauses or any other means or basis for permitting the transfer of Personal Data in accordance with applicable Data Protection Laws.
1.14. “TOMs” means technical and organizational measures.
2. DATA PROTECTION ROLES
2.1. The Parties acknowledge that:
3. CLIENT OBLIGATIONS
3.1. Client represents and warrants that it will only use the Service Personal Data to process Personal Data if such processing is in compliance with the applicable Data Protection Laws (“Service Data”).
4. ZYTE OBLIGATIONS
4.1. Zyte, as the Controller, will process Contact Data for the purposes of providing the Services to Client under the Terms and any applicable Agreement.
4.2. Zyte, as the Processor, will process the Service Personal Data only on documented instructions from Client.
4.3. Zyte warrants that all persons authorized by Zyte to Process Personal Data are subject to obligations of confidentiality or are under an appropriate statutory obligation of confidentiality to ensure that the Service Personal Data is kept safe and secure.
4.4. At the choice of the Client, all Contact Data held by Zyte shall be deleted or returned to the Contact upon the termination of the Agreement, unless EU or Member State law otherwise requires such Contact Data to be retained by Zyte for a prescribed period.
4.5. Zyte shall implement and maintain appropriate TOMs designed to meet the requirements of Article 32 of the GDPR to protect the Data Subject and the Personal Data against any misuse, accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, acquisition or access.
4.6. Zyte shall without undue delay, and in any event no later than seventy-two (72) hours, notify Client of a Security Event. Where, and insofar as, it is not possible to provide all information at the same time, the initial notification of a Security Event shall contain the information then available and further information shall be provided as it becomes available without undue further delay.
4.7. Zyte will provide Client with information about:
4.8. Zyte shall:
6. THIRD COUNTRY TRANSFER OF PERSONAL DATA
A. LIST OF PARTIES
|Name:||Zyte Group Ltd.|
|Address:||Cuil Greine House, Ballincollig Commercial Park, Link Road, Ballincollig, Co. Cork, Ireland.|
|Contact person’s name, position and contact details:||Sanaea Daruwalla, firstname.lastname@example.org|
|Activities relevant to the data transferred under these Clauses:||Providing Services to Client|
|Role (controller/processor):||Module 1 Controller in relation to Contact Data.Module 4 Processor in relation to Service Personal Data.|
|Name:||Client’s name as set out in an Agreement|
|Address:||Client’s address as set out in an Agreement|
|Contact person’s name, position and contact details:||As set out in an Agreement or as otherwise agreed with Zyte|
|Activities relevant to the data transferred under these Clauses:||Using Zyte’s Services|
|Role (controller/processor):||Module 1 Controller in relation to Contact Data.Module 4 Controller in relation to Service Personal Data.|
B. DESCRIPTION OF TRANSFER
|Categories of data subjects whose Personal Data is transferred:|
|Client staff information; other information as determined by Client|
|Categories of personal data transferred:|
|Names, usernames (Zyte login details, Slack and other communication software other user names), business email addresses, postal addresses, business phone numbers, job titles,and other information as specified in the Zyte Terms|
|Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.|
|The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).|
|Nature of the processing|
|As specified in the Zyte Terms|
|Purpose(s) of the data transfer and further processing|
|Zyte will process the Personal Data as necessary to provide the Services|
|The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period|
|As specified in the Zyte Terms|
|For transfers to (sub) processors, also specify subject matter, nature and duration of the processing|
|As described in in Annex III|
C. COMPETENT SUPERVISORY AUTHORITY
|Identify the competent supervisory authority/ies in accordance with Clause 13|
|Irish Data Protection Commission|
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
|Security Measure||Description of Zyte Process|
|Ensuring physical security of locations at which Personal Data is processed||Zyte services are hosted on data servers hosted by highly secure cloud providers. All of Zyte’s hosting providers are ISO 27001 certified.|
|Ensuring system event logging||Zyte uses centralized log management, which logs system events. Zyte shall monitor these logs for success rates, availability, and response time.|
|Protection of data during transmission||All data in transit is encrypted using Transport Layer Security (TLSv1.2) using RSA256 bit key signed using the algorithm SHA256withRSA.|
|Managing vulnerabilities on production environment||Zyte has a vulnerability management program and performs advanced vulnerability scans using leading technology scanners on a daily basis.|
|Ensuring password security||Strong passwords are implemented on all applicable systems. Zyte has a password management policy following NIST standard security requirements.|
|Ensuring system configuration||Setup on servers is automated using a configuration management and orchestration tool to provide the same configurations per role on all servers.|
|User identification and authorisation||Administrative privileges are restricted based on the concept of least privilege and defined roles-level access. Only very limited staff at Zyte have administrator access to Zyte systems.|
|Governance and risk management||Zyte has a risk management program in accordance with the NIST Risk Management Framework.|
|Managing incidents that affect confidentiality, integrity, and availability||An Information Technology Infrastructure Library is used to manage the lifecycle of an incident. Zyte has an incident response progress and guide for escalation based on the severity of an incident.|
LIST OF SUB-PROCESSORS
The controller has authorized the use of the following sub-processors (including a clear delimitation of responsibilities in case several sub-processors are authorized) :
|Name||Address||Description of processing|
|Amazon Web Services||410 Terry Avenue North, Seattle, WA USA||Hosting provider|
|Atlassian||350 Bush Street Floor 13 San Francisco, CA94104 USA||Project management|
|Braintree||222 W Merchandise Mart Plaza, Suite 800, Chicago, IL 60654 USA||Processing online payment|
|Breadwinner by Xero||8 The Green, Suite #5978, Dover, DE 19901||Managing financial reporting|
|Chargebee||340 S. Lemon Avenue, Suite #1537, Walnut, CA 91789 USA||Managing payments and subscriptions|
|Cinergix Pty||Level 17, 31, Queen St., Melbourne 3000, VIC, Australia||Communication and integration tool|
|Confluent||899 West Evelyn Ave.Mountain View, CA 94041||Code development system|
|Form Keeper by Zapier||548 Market St. #62411. San Francisco, CA 94104 USA||Data management|
|Freshworks||2950 S. Delaware Street, Suite 201, San Mateo, CA 94403 USA||Issue reporting and tracking|
|Gainsight||655 Montgomery St 7th Floor, San Francisco, CA 94111 USA||Customer relationship management tool|
|Github||88 Colin P Kelly Jr St, San Francisco, CA 94107 USA||Development platform|
|1600 Amphitheatre Parkway Mountain View, CA 94043 USA||Host email, documents, etc|
|Google Analytics||1600 Amphitheatre Parkway Mountain View, CA 94043 USA||Analytics service|
|Heap Analytics||225 Bush Street, Suite 200, San Francisco, CA 94104 USA||Analytics service|
|Hetzner||Indrustriestr. 25, 91710Gunzenhausen, Germany||Hosting provider|
|Hotjar||Dragonara Business Centre, 5th Floor, Dragonara Road, Paceville St Julian's STJ 3141 Malta||User behavior analytics|
|Hubspot||25 First Street, 2nd Floor Cambridge, MA 02141 USA||Customer relationship management tool|
|Intercom||3rd Floor, Stephens Ct., 18-21 St. Stephen’s Green, Dublin 2 Ireland||Customer support channel|
|Mail Chimp||675 Ponce de Leon Ave NE, Suite 5000, Atlanta, GA 30308 USA||Email tool|
|Mail Gun||112 E Pecan St #1135, San Antonio, TX 78205 USA||Email tool|
|Salesforce||415 Mission Street Third Floor San Francisco, CA 94105 USA||Customer relationship management tool|
|Servers.com||2777 N Stemmons Fwy. Dallas, TX 75207, US||Hosting provider|
|Retently||2650 W El Camino Real Suite 2218, Mountain View, CA 94040, USA||Analysis and customer feedback tool|
|Xero||1615 Platte Street, Suite 400, Denver, CO 80202 USA||Invoicing|
|Zapier||548 Market St. #62411. San Francisco, CA 94104 USA||Integration with customer relationship management tool|