Last update: 31.08.2020
1 - These Data Processing Agreement and its Annexes (DPA or Agreement) is entered into between you (Customer or you) and KRAVT HOLDINGS CY LTD, a company with limited liability, address: EFI COURT, FLAT/OFFICE 202 LAZAROU KOUNTOURIOTI 6 LIMASSOL 3106, hereinafter collectively referred to as «the Parties» and severally as «the Party».
2 - The parties acknowledge and agree that with regard to the processing of Personal Data, the Customer is the controller (CONTROLLER) and KRAVT HOLDINGS CY LTD is a processor acting on behalf of Customer (Processor).
The following definitions and rules of interpretation apply in this Agreement.
Data Subject: an individual who is the subject of Personal Data.
Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
Data Protection Legislation: all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time.
Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
SCC: the European Commission’s Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (2010/87/EU).
1.2 Annexes A and B form an integral part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes both Annexes.
1.3 A reference to writing or written includes faxes, email and electronic messaging service.
In the case of conflict or ambiguity between:
2.1 CONTROLLER and Processor acknowledge that for the purpose of the Data Protection Legislation, CONTROLLER is the Controller and Processor is the processor.
2.2 CONTROLLER retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Processor.
2.4 ANNEX B is STANDARD CONTRACTUAL CLAUSES concluded in accordance with the European Commission’s Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (2010/87/EU).
3.2 Processor will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or Data Protection Legislation.
3.3 Controller shall ensure that Processor’s processing of the Personal Data in accordance with CONTROLLER's instructions will not cause Processor to violate any applicable law, regulation, or rule, including, without limitation, Data Protection Legislation. Processor must promptly notify CONTROLLER if, in its opinion, CONTROLLER's instruction would not comply with Data Protection Legislation.
3.4 Processor is not responsible for compliance with any Data Protection Legislation applicable to CONTROLLER that is not generally applicable to Processor.
3.5 Processor will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless CONTROLLER or this Agreement specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires Processor to process or disclose Personal Data, Processor must first inform CONTROLLER of the legal or regulatory requirement and give CONTROLLER an opportunity to object or challenge the requirement, unless the law prohibits such notice.
4.1 Processor will ensure that all employees:
4.2 Processor will take reasonable steps to ensure the reliability, integrity and trustworthiness of and conduct background checks consistent with applicable law on all of Processor's employees with access to the Personal Data.
5.1 Processor 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 Processor must implement such measures in accordance with Art. 32 of the General Data Protection Regulation ((EU) 2016/679), to ensure a level of security appropriate to the risk involved.
5.3 Controller hereby confirms that organisational and technical measures specified in Annex A are sufficient and appropriate under the Data Protection Legislation and this Agreement.
5.4 Notwithstanding the above, CONTROLLER agrees that except as provided by this DPA, CONTROLLER is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Personal Data when using Services, and taking any appropriate steps to securely encrypt or backup any Personal Data.
6.1. Processor will promptly and without undue delay notify CONTROLLER if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. Processor will restore such Personal Data at its own expense.
6.2. Processor will immediately and without undue delay notify CONTROLLER if it becomes aware of:
6.3. Where Processor becomes aware of (a) and/or (b) above, it shall, without undue delay, also provide CONTROLLER with the following information:
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. Processor will reasonably co-operate with CONTROLLER in CONTROLLER's handling of the matter, including:
6.5. Processor will not inform any third party of any Personal Data Breach without first obtaining CONTROLLER's prior written consent, except when required to do so by law.
6.6 Processor agrees that CONTROLLER has the sole right to determine:
6.7. Processor will cover all reasonable expenses associated with the performance of the obligations under clause 6.2 and clause 6.4 unless the matter arose from CONTROLLER's specific instructions, negligence, wilful default or breach of this Agreement, in which case CONTROLLER will cover all reasonable expenses.
7.1. CONTROLLER hereby authorises Processor to transfer or otherwise process Personal Data outside the European Economic Area (EEA) subject to conditions laid down in this Agreement.
7.2. Processor shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Laws.
7.3. Processor may only process, or permit the processing, of Personal Data outside the EEA under the following conditions:
7.4. If any Personal Data transfer between CONTROLLER and Processor requires execution of SCC in order to comply with the Data Protection Legislation (where CONTROLLER is the person exporting Personal Data to Processor outside the EEA), the parties will abide the SCC which are incorporated in full by reference and form an integral part of this DPA.
7.5. The parties further agree that the SCCs will apply to Personal Data that is transferred from European Economic Area, either directly or via onward transfer, to any country or recipient that is not recognised by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Law.
8.1. Processor may not authorise a third party (subcontractor) to process the Personal Data unless the following conditions are met:
8.2. CONTROLLER hereby gives the specific authorisation to the engagement of subcontractors currently engaged by Processor.
8.3. In the case Processor intends to update the list of subcontractors engaged, he must inform CONTROLLER about the intended changes and obtain new authorisation first.
8.4. Where the subcontractor fails to fulfil its obligations under such written agreement, Processor remains fully liable to CONTROLLER for the subcontractor's performance of its agreement obligations.
8.5. Where Processor fails to fulfil its guarantees under clause 8.1, it shall indemnify all of the CONTROLLER’s arising direct and indirect damages.
8.6. The Parties consider Processor to control any Personal Data controlled by or in the possession of its subcontractors.
9.1. Processor must, at no additional cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to CONTROLLER as CONTROLLER may reasonably require, to enable CONTROLLER to comply with:
9.2.Processor must notify CONTROLLER immediately and without undue delay 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.Processor must notify CONTROLLER immediately and without undue delay if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.
9.4.Processor will give CONTROLLER its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.
9.5.Processor must not disclose the Personal Data to any Data Subject or to a third party other than at CONTROLLER's request or instruction, as provided for in this Agreement or as required by law.
10.1. This Agreement will remain in full force and effect so long as:
11.1. At CONTROLLER's request, Processor will give CONTROLLER a copy of or access to all or part of CONTROLLER's Personal Data in its possession or control in the format and on the media reasonably specified by CONTROLLER.
11.3. If any law, regulation, or government or regulatory body requires Processor to retain any documents or materials that Processor would otherwise be required to return or destroy, it will notify CONTROLLER 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.
11.4. Processor will certify in writing that it has destroyed the Personal Data within 30 days after it completes the destruction.
12.1. If CONTROLLER is required to show its compliance with Data Protection Legislation, reasonably believes that a Personal Data Breach occurred or is occurring, or Processor is in breach of any of its obligations under this Agreement or any Data Protection Legislation, Processor will permit CONTROLLER and its third-party representatives to audit Processor's compliance with its Agreement obligations, on at least 30 (thirty) days' notice, during the Term. Processor will give CONTROLLER and its third-party representatives all necessary assistance to conduct such audits. The assistance may include, but is not limited to:
12.2. If a Personal Data Breach occurs or is occurring, or Processor becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, Processor will:
12.3. Processor will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by Processor's management.
13.1 Processor warrants and represents that:
13.2. CONTROLLER warrants and represents that Processor's expected use of the Personal Data for the Services Purposes and as specifically instructed by CONTROLLER will comply with the Data Protection Legislation.
Duration of Processing: Processor will process Personal Data as outlined in Section 10 (Term and Termination) of this DPA.
CONTROLLER’s chatbots users;
CONTROLLER’s chatbots users: CONTROLLER’s chatbots users may upload, submit or otherwise provide certain personal data in the extent of which is typically determined and controlled by CONTROLLER in its sole discretion, and may include but not limited by the following types of personal data: username, full name, email address, LinkedIn profile link, phone number, employment details (employer, job title, geographic location, area of responsibility), education information, language spoken, link to the website, country of residence, country(-ies) of practice, name of the company, content of communications;
This Annex B is STANDARD CONTRACTUAL CLAUSES concluded in accordance with the European Commission’s Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (2010/87/EU). This Annex forms an integral part of the Data Processing Agreement.
The CONTROLLER, as described in the DPA (the “data exporter”),
The Processor, “KRAVT HOLDINGS CY LTD”, a company with limited liability,
Address: EFI COURT, FLAT/OFFICE 202 LAZAROU KOUNTOURIOTI 6 LIMASSOL 3106
each a ‘Party’; together ‘the Parties’, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in ANNEX A to the Agreement.
The details of the transfer and in particular the special categories of personal data where applicable are specified in Annex A to the Agreement which forms an integral part of the Clauses.
1. The data subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The Parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
The Data Exporter agrees and warrants:
The Data Importer agrees and warrants:
1. The Parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any Party or subprocessor is entitled to receive compensation from the Data Exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the Data Exporter, arising out of a breach by the Data Importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the data subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The Data Importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
1. The Data Importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the data subject:
2. The Parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The Parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law.
3. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the Data Importer, or any subprocessor, pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the Data Exporter is established.
The Parties undertake not to vary or modify the Clauses. This does not preclude the Parties from adding clauses on business related issues where required as long as they do not contradict the Clauses.
1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the Data Importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the subprocessor's obligations under such agreement.
2. The Data Exporter hereby gives to the Data Importer a specific authorisation to subcontract its processing operations on behalf of the Data Exporter under the Clauses to the persons currently engaged by Processor. The Data Importer shall communicate about any subsequent changes to the list to the Data Exporter and obtain new authorisation.
3. The prior written contract between the Data Importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the Data Exporter is established.
5. The Data Exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the Data Exporter's data protection supervisory authority.
1. The Parties agree that on the termination of the provision of data processing services, the Data Importer and the subprocessor shall, at the choice of the Data Exporter, return all the personal data transferred and the copies thereof to the Data Exporter or shall destroy all the personal data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The Data Importer and the subprocessor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.