DATA PROCESSING AGREEMENT

 

“CLIENT”

 

and

 

WE KNOW DATA

 

 

 

AGREEMENT DATED << Date>> 2019

BETWEEN:

(1)        “Client”  of “Address” (“Client”):

        

and

(2)        We Know Data and its subsidiary, We Know Music, having their registered office at Aldgate Tower, 2 Leman Street, London, E1 8FA  (the "Processor").

 

BACKGROUND

(A)        This Agreement is to ensure there is in place proper arrangements relating to personal data passed from “Client” to the Processor. 

(B)        This Agreement is compliant with the requirements of Article 28 of the General Data Protection Regulation. 

(C)        The parties wish to record their commitments under this Agreement.

 

IT IS AGREED AS FOLLOWS:

1.         DEFINITIONS AND INTERPRETATION

In this Agreement:

"Data Protection Laws" means the Data Protection Act 1998, together with successor legislation incorporating GDPR;

"Data" means personal data passed under this Agreement, being in particular [describe personal data being passed]; 

“GDPR” means the General Data Protection Regulation;

"Services" means the Music School Manager system which manages pupil data in relation to music lessons conducted by the “client”.

2.         DATA PROCESSING

“Client” is the data controller for the Data and the Processor is the data processor for the Data.  The Data Processor agrees to process the Data only in accordance with Data Protection Laws and in particular on the following conditions:

  1. the Processor shall only process the Data (i) on the written instructions from “Client” (ii) only process the Data for completing the Services and (iii) only process the Data in the UK with no transfer of the Data outside of the UK (Article 28, para 3(a) GDPR);

  2. ensure that all employees and other representatives accessing the Data are (i) aware of the terms of this Agreement and (ii) have received comprehensive training on Data Protection Laws and related good practice, and (iii) are bound by a commitment of confidentiality (Article 28, para 3(b) GDPR);

  3. “Client” and the Processor have agreed to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, complying with Article 32 of GDPR, details of those measures are set out under Part A of the Annex to this Agreement (Article 28, para 3(c) GDPR);

  4. the Processor shall not involve any third party in the processing of the Data without the consent of “Client”.  Such consent may be withheld without reason.  If consent is given a further processing agreement will be required (Article 28, para 3(d) GDPR); 

  5. taking into account the nature of the processing, assist “Client” by appropriate technical and organisational measures, in so far as this is possible, for the fulfilment of “Client”’ obligation to respond to requests from individuals exercising their rights laid down in Chapter III of GDPR – rights to erasure, rectification, access, restriction, portability, object and right not to be subject to automated decision making etc (Article 28, para 3(e) GDPR);

  6. assist “Client” in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR – security, notification of data breaches, communication of data breaches to individuals, data protection impact assessments and when necessary consultation with the ICO etc, taking into account the nature of processing and the information available to the Processor (Article 28, para 3(f) GDPR);

  7. at “Client”’s choice safely delete or return the Data at any time. [It has been agreed that the Processor will in any event securely delete the Data at the end of the Services].  Where the Processor is to delete the Data, deletion shall include destruction of all existing copies unless otherwise a legal requirement to retain the Data.  Where there is a legal requirement the Processor will prior to entering into this Agreement confirm such an obligation in writing to “Client”.  Upon request by “Client” the Processor shall provide certification of destruction of all Data (Article 28, para 3(g) GDPR);  

  8. make immediately available to “Client” all information necessary to demonstrate compliance with the obligations laid down under this Agreement and allow for and contribute to any audits, inspections or other verification exercises required by “Client” from time to time (Article 28, para 3(h) GDPR);

  9. arrangements relating to the secure transfer of the Data from “Client” to the Processor and the safe keeping of the Data by the Processor are detailed under Part A of the Annex.

  10. maintain the integrity of the Data, without alteration, ensuring that the Data can be separated from any other information created; and

  11. immediately contact “Client” if there is any personal data breach or incident where the Data may have been compromised.

  1. Termination

“Client” may immediately terminate this Agreement on written notice to the Processor.  The Processor may not terminate this Agreement without the written consent of “Client”.

  1. General

    1. This Agreement may only be varied with the written consent of both parties.

    2. For the purposes of this Agreement the representatives of each party are detailed under Part B of the Annex.

    3. This Agreement represents the entire understanding of the parties relating to necessary legal protections arising out of their data controller/processor relationship under Data Protection Laws.

    4. This Agreement is subject to English law and the exclusive jurisdiction of the English Courts.

 

 

For and on behalf of “Client”

 

………………………………………………….

 

 

For and on behalf of We Know Data

 

………………………………………………….

 

 

ANNEX

Part A

Compliance with Article 32, para 1 of GDPR

  1. Consideration of anonymisation, pseudonymisation and encryption. 

At “Client”’s request the Processor will anonymise historic data based on criteria set forth by “Client”

  1. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and related services.

All data is stored in a FileMaker based solution which is an Apple Inc technology and complies with all their GDPR policies – details can be found at https://www.filemaker.com/company/legal/gdpr.html

  1. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.

The Music School Manager software has full back up and recover procedures based on underlying FileMaker platform.  The responsibility of creating timely and appropriate back-ups of data lies with the IT department of “Client”.

  1. A process for regularly testing, assessing and evaluating the effectiveness of the technical and organisational measures for ensuring the security of the processing.

The security of processing will be re-tested on each subsequent release of the Music School Manager system

Compliance with Article 32, para 2 of GDPR

  1. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to data transmitted, stored or otherwise processed.

Compliance with Article 32, para 3 of GDPR

  1. Adherence to an approved code of conduct referred to in Article 40 (GDPR) or an approved certification mechanism as referred to in Article 42 (GDPR) may be used as an element by which to demonstrate compliance with the requirements set out in para 1 of GDPR – see above. 

Compliance with Article 32, para 4 of GDPR

  1. The Processor to ensure that anyone acting on their behalf does not process any of the Data unless following instructions from “Client” unless they are required to do so under English law.

 

 

ANNEX

Part B

“Client” Representative shall be <<name>> or such other person as shall be notified by “Client”.

The Processor Representative shall be Tony Speakman or such other person as shall be notified by the Processor.

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