Data processing agreement

This Data Processing Agreement is part of, and is governed by, the terms and conditions set forth in our Terms and Conditions. The different terms not defined in this Data Processing Agreement shall have the meaning given to them in our Terms and Conditions.

Our Data Processing Agreement may change from time to time. If we make a change to this Policy that we believe materially affects how we process your information or reduces your rights, we will provide you with notice (for example, by email).

A “data controller” is an entity that determines the purposes 1.1 for which and the manner in which any personal information is processed. Any third parties that handle your personal information in accordance with our instructions are our service providers and are “data processors.”

If you have any questions about this Data Processing Agreement, want to find out more about our data protection practices, to exercise your rights in connection with the processing of your personal data, please contact us at

References to the Client, the Company and the Parties have the same meaning as defined in the Terms. References to the “Data Processor” in this agreement refer to the Company.


  • A. The Client acts as a Data Controller.
  • B. The Client has requested certain Services, which imply the processing of personal data by the Data Processor.
  • C. The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  • D. The Parties wish to lay down their rights and obligations.


1. Definitions and Interpretation

  • 1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
  • 1.1.1. “Agreement” means this Data Processing Agreement;
  • 1.1.2 “Client Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Client pursuant to or in connection with the Terms;
  • 1.1.3 “Contracted Processor” means a Processor or Subprocessor;
  • 1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
  • 1.1.5 “EEA” means the European Economic Area;
  • 1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
  • 1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
  • 1.1.8 “Data Transfer” means:
  • a transfer of Client Personal Data from the Client to a Contracted Processor; or
  • an onward transfer of Client Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
  • 1.1.9 “Services” means the Services provided by the Company under the Terms.
  • 1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Client in connection with the Agreement.
  • 1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Client Personal Data

  • 2.1 The Processor shall:
  • 2.1.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
  • 2.1.2 not Process Client Personal Data other than on the relevant Client’s documented instructions;
  • 2.1.3 only Process Personal Data to the extent necessary to comply with its obligations under the Terms save to the extent required by EU law or a member state of the European Union in which case the Company will to the extent permitted by that law inform the Client
  • 2.2 The Client instructs Processor to process Client Personal Data.
  • 2.3 The Personal Data that may be processed is set out in the Terms.

3. Processor Personnel

  • 3.1 Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

  • 4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
  • 4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

  • 5.1 The Client hereby permits the sub-processing of Personal Data by subprocessors, provided that such subprocessor is subject to contractual terms not materially less onerous than those set out in the Terms and otherwise in compliance with applicable Data Protection Laws. A list of subprocessors is available upon request to

6. Data Subject Rights

  • 6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
  • 6.2 Processor shall:
  • 6.2.1 promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and
  • 6.2.2 ensure that it does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

  • 7.1 Processor shall notify Client without undue delay upon Processor becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  • 7.2 Processor shall co-operate with the Client and take reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

  • 8.1 Processor shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Client Personal Data

  • 9.1 Subject to this section 9, Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Client Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Client Personal Data.
  • 9.2 Processor shall provide written certification to Client that it has fully complied with this section 9 within 10 business days of the Cessation Date.

10. Audit rights

  • 10.1 Subject to this section 10, Processor shall make available to the Client on request (but not more than once per year) all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client Personal Data by the Contracted Processors.
  • 10.2 Information and audit rights of the Client only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

  • 11.1 The Processor shall not Process the Company Personal Data nor permit any Subprocessor to Process the Company Personal Data in a Restricted Country, other than in respect of those recipients in Restricted Countries (if any) listed in Annex 1 (Authorised Transfers of Company Personal Data), unless authorised in writing by the Company in advance via an amendment to this Addendum.

12. Company as Data Controller

13. Company as Data Controller

  • 13.1 The Client shall comply with all of its obligations under the applicable Data Protection Laws in relation to the Processing of Personal Data.