Data Protection Obligations. 3.1. To the extent that the provision of the Services by Us involves the processing of Your Data, We warrant, represent, and agree that: 3.1.1. We shall process Your Data solely in accordance with the documented instructions of You (unless We are required to process Your Data by applicable European Union or European Union member state law to which We are subject and in such a case, We shall notify You of that legal requirement before such transfer or access occurs or is permitted, unless that law prohibits such notification on important grounds of public interest); 3.1.2. We comply and shall continue to comply with Our obligations under the Data Protection Legislation and the provisions of this DPA, and We will not do, or permit anything to be done, which might cause You to be in breach of the Data Protection Legislation; 3.1.3. We shall process Your Data exclusively for the provision of the Services but for no other purposes whatsoever; 3.1.4. Your Data is confidential in nature and, unless otherwise directed by You, We shall ensure that: a) each of Our employees and/or agents engaged in processing Your Data are informed of the confidential nature of Your Data and are subject to contractual obligations of confidentiality; b) all Our employees and/or agents have undertaken training in the handling of personal data in accordance with the Data Protection Legislation and are made aware of Our duties and obligations under such laws and, to the extent applicable, this DPA; c) neither We nor any of Our employees or agents shall publish, disclose, or divulge Your Data to any third party unless otherwise required by the Agreement, this DPA, or as directed in writing to do so by You; and d) access to Your Data is limited to those employees, agents and Sub-Processors who need access to Your Data to allow Us to fulfil Our obligations under this DPA on similar terms to those set out in this DPA and, in the case of any access to Your Data by any employee, agent or Sub-Processor, ensure such access is limited to such part or parts of Your Data as is strictly necessary for performance of the employee’s, agent's, or Sub-Processor's duties; 3.1.5. We shall promptly cooperate as requested by Your from time to time to enable You to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by Us under this DPA; 3.1.6. We shall assist You in a timely manner where You conduct a data protection impact assessment or engages in a process of prior consultation with a supervisory authority following the outcome of a data protection impact assessment; 3.1.7. We shall assist You in a timely manner in notifying a Security Breach to a supervisory authority and/or data subjects; 3.1.8. We shall assist You in taking any actions deemed necessary or appropriate to deal with complaints or allegations of or in connection with a failure to comply with the Data Processing Legislation; and 3.1.9. We shall (and shall procure that its Sub-Processors and agents shall) immediately (and in any event within 24 hours) notify You about: a) any legally binding request for disclosure of Your Data by a law enforcement or other applicable authority unless otherwise prohibited by applicable law; and b) any request received directly from a data subject without responding to that request unless they have been otherwise authorized by You to do so.
Appears in 3 contracts
Samples: Master Subscription Agreement, Master Subscription Agreement, Uniform Master Subscription Agreement
Data Protection Obligations. 3.1. To the extent that the provision of the Services by Us involves the processing of Your Data, We warrant, represent, and agree that:
3.1.1. We shall process Your Data solely in accordance with the documented instructions of You (unless We are required to process Your Data by applicable European Union or European Union member state law to which We are subject and in such a case, We shall notify You of that legal requirement before such transfer or access occurs or is permitted, unless that law prohibits such notification on important grounds of public interest);
3.1.2. We comply and shall continue to comply with Our obligations under the Data Protection Legislation and the provisions of this DPA, and We will not do, or permit anything to be done, which might cause You to be in breach of the Data Protection Legislation;
3.1.3. We shall process Your Data exclusively for the provision of the Services but for no other purposes whatsoever;
3.1.4. Your Data is confidential in nature and, unless otherwise directed by You, We shall ensure that:
a) each of Our employees and/or agents engaged in processing Your Data are informed of the confidential nature of Your Data and are subject to contractual obligations of confidentiality;
b) all Our employees and/or agents have undertaken training in the handling of personal data in accordance with the Data Protection Legislation and are made aware of Our duties and obligations under such laws and, to the extent applicable, this DPA;
c) neither We nor any of Our employees or agents shall publish, disclose, or divulge Your Data to any third party unless otherwise required by the Agreement, this DPA, or as directed in writing to do so by You; and
d) access to Your Data is limited to those employees, agents and Sub-Processors who need access to Your Data to allow Us to fulfil Our obligations under this DPA on similar terms to those set out in this DPA and, in the case of any access to Your Data by any employee, agent or Sub-Processor, ensure such access is limited to such part or parts of Your Data as is strictly necessary for performance of the employee’s, agent's, or Sub-Processor's duties;
3.1.5. We shall promptly cooperate as requested by Your from time to time to enable You to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by Us under this DPA;
3.1.6. We shall assist You in a timely manner where You conduct a data protection impact assessment or engages in a process of prior consultation with a supervisory authority following the outcome of a data protection impact assessment;
3.1.7. We shall assist You in a timely manner in notifying a Security Breach to a supervisory authority and/or data subjects;
3.1.8. We shall assist You in taking any actions deemed necessary or appropriate to deal with complaints or allegations of or in connection with a failure to comply with the Data Processing Legislation; and
3.1.9. We shall (and shall procure that its Sub-Processors and agents shall) immediately (and in any event within 24 hours) notify You about:
a) any legally binding request for disclosure of Your Data by a law enforcement or other applicable authority unless otherwise prohibited by applicable law; and
b) any request received directly from a data subject without responding to that request unless they have been otherwise authorized by You to do so.
3.2. To the extent that the provision of the Services by Us involves the processing of De-identified Data, such as with the Exigo Insights product, We warrant, represent, and agree that:
3.2.1. We shall take reasonable measures to ensure that the information cannot be associated with a consumer or household;
3.2.2. We shall maintain and use such information in its de-identified form and not to attempt to reidentify the information, except for testing whether our de-identification processes satisfy legal requirements;
3.2.3. We only process De-Identified Data for the provisioning of Services related to Exigo Insights and/or similar products that aggregate data to provide data trending and analysis to the customer and similarly situated customers within the industry;
3.2.4. We only display De-Identified Data as part of a larger aggregated data set.
3.3. You agree that You will not attempt to reidentify the information.
Appears in 2 contracts
Samples: Master Subscription Agreement, Master Subscription Agreement
Data Protection Obligations. 3.1. 3.1 To the extent that the provision of the Services by Us the Supplier involves the processing of Your Ibec Data, We warrant, represent, the Supplier warrants and agree agrees that:
3.1.1. We 3.1.1 it shall process Your Ibec Data solely in accordance with the documented instructions of You Ibec (unless We are the Supplier is required to process Your Ibec Data by applicable European Union or European Union member state EEA Member State law to which We are the Supplier is subject and in such a case, We the Supplier shall notify You Ibec of that legal requirement before such transfer or access occurs or is permitted, unless that law prohibits such notification on important grounds of public interest);
3.1.2. We comply 3.1.2 it complies and shall continue to comply with Our its obligations under the Data Protection Legislation and the provisions of this DPA, and We will not do, or permit anything to be done, which might cause You to be in breach of the Data Protection LegislationDPAA;
3.1.3. We 3.1.3 it shall process Your Ibec Data exclusively for the provision of the Services but for no other purposes whatsoever;
3.1.4. Your 3.1.4 Ibec Data is confidential in nature and, unless otherwise directed by YouIbec, We the Supplier shall ensure that:
(a) each of Our its employees and/or agents engaged in processing Your Ibec Data are informed of the confidential nature of Your Ibec Data and are subject to contractual obligations of confidentiality;
(b) all Our its employees and/or agents have undertaken training in the handling of personal data in accordance with the Data Protection Legislation and are made aware of Our the Supplier’s duties and obligations under such laws and, to the extent applicable, this DPADPAA;
(c) neither We the Supplier nor any of Our its employees or agents shall publish, disclose, disclose or divulge Your Ibec Data to any third party unless otherwise required by the Agreement, this DPA, DPAA or as directed in writing to do so by YouIbec; and
(d) access to Your Ibec Data is limited to those employees, agents and Sub-Processors who need access to Your Ibec Data to allow Us the Supplier to fulfil Our its obligations under this DPA DPAA on similar terms to those set out in this DPA DPAA and, in the case of any access to Your Ibec Data by any employee, agent or Sub-Processor, ensure such access is limited to such part or parts of Your Ibec Data as is strictly necessary for performance of the such employee’s, agent's, or Sub-Processor's duties;
3.1.5. We 3.1.5 it shall promptly cooperate as requested by Your Ibec from time to time to enable You Ibec to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by Us the Supplier under this DPADPAA;
3.1.6. We 3.1.6 it shall cooperate with the Data Protection Commissioner (or any other data protection or privacy supervisory authority) in the performance of its tasks where required (which shall include allowing for inspections of the Supplier's systems, facilities and equipment);
3.1.7 it shall assist You Ibec in a timely manner where You conduct Ibec conducts a data protection impact assessment or engages in a process of prior consultation with a supervisory authority following the outcome of a data protection impact assessment;
3.1.7. We 3.1.8 it shall (and shall procure that its Sub-Processors and agents shall) immediately (and in any event within 24 hours) notify Ibec about:
(a) any legally binding request for disclosure of Ibec Data by a law enforcement or other applicable authority unless otherwise prohibited by applicable law; and
(b) any request received directly from a data subject without responding to that request, unless they have been otherwise authorised by Ibec to do so;
3.1.9 it shall assist You in a timely manner in notifying a Security Breach to a supervisory authority and/or data subjects;
3.1.8. We shall assist You Ibec in taking any actions deemed necessary or appropriate to deal with complaints or allegations of or in connection with a failure to comply with the Data Processing Legislation; and
3.1.9. We shall (and shall procure that its Sub-Processors and agents shall) immediately (and in any event within 24 hours) notify You about:
a) any legally binding request for disclosure of Your Data by a law enforcement or other applicable authority unless otherwise prohibited by applicable law; and
b) any request received directly from a data subject without responding to that request unless they have been otherwise authorized by You to do so.;
Appears in 1 contract
Samples: Data Processing Addendum Agreement
Data Protection Obligations. 3.1. To Processing
3.1 The Data Controller hereby authorises the extent that Data Processor to process Personal Data only to the provision of the Services by Us involves the processing of Your Data, We warrant, representextent, and agree that:
3.1.1. We shall process Your Data solely in such a manner, as is necessary for the Business Purpose and in accordance with the documented instructions as detailed in Annex A and subject to the security measures as detailed in Annex B. The Parties will ensure that any amendments to Annex A and the security measures are to be carried out in writing through an amendment to this Agreement that is to be annexed to this document. The Data Processor shall not process Personal Data for any other purpose or without any specific written instructions from the Data Controller.
3.2 The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction of You the Data Controller infringes the Data Protection Legislation.
3.3 The Data Processor shall ensure that access to the Personal Data is limited to:
(unless We are required a) those employees who need access to process Your the Personal Data by applicable European Union for the Purpose identified in Annex A; and
(b) provided that such employee is granted access only to such part or European Union member state law to which We are subject and in such a case, We shall notify You parts of the Personal Data that is strictly necessary for performance of that legal requirement before such transfer or access occurs or is permittedemployee's duties.
3.4 The Data Processor shall ensure that all its employees, unless sub-processor and its personnel (if any) shall observe unconditional confidentiality as regards the Processing of Personal Data. More specifically the Data processor shall ensure that law prohibits such notification on important grounds they:
(a) are informed of public interest)the confidential nature of the Personal Data;
3.1.2. We comply (b) have undertaken training in the laws relating to the handling of Personal Data; and
(c) are aware both of the Data Processor’s duties and shall continue to comply with Our their personal duties and obligations under the Data Protection Legislation and this Agreement.
3.5 The Data Processor shall take reasonable steps to ensure the provisions reliability of this DPA, and We will any of its employees who have access to Personal Data.
3.6 Where the Data Controller is not do, or permit anything to be done, which might cause You to be in breach satisfied with the performance of the Data Protection Legislation;
3.1.3. We shall process Your Data exclusively for Processor’s personnel providing the provision of the Services but for no other purposes whatsoever;
3.1.4. Your Data is confidential in nature andService, unless otherwise directed by You, We shall ensure that:
a) each of Our employees and/or agents engaged in processing Your Data are informed of the confidential nature of Your Data and are subject to contractual obligations of confidentiality;
b) all Our employees and/or agents have undertaken training in the handling of personal data in accordance with the Data Protection Legislation and are made aware of Our duties and obligations under such laws and, to Controller shall immediately notify the extent applicable, this DPA;
c) neither We nor any of Our employees or agents shall publish, disclose, or divulge Your Data to any third party unless otherwise required by the Agreement, this DPA, or as directed Processor in writing giving reasons for its dissatisfaction, and the Data Processor shall use its best endeavours to do so by You; and
d) access to Your Data is limited to those employees, agents and Sub-Processors who need access to Your Data to allow Us to fulfil Our obligations under rectify the situation. For the purposes of this DPA on similar terms to those set out in this DPA and, in Clause the case of any access to Your Data by any employee, agent or Sub-Processor, ensure such access is limited to such part or parts of Your Data as is strictly necessary for performance of the employee’semployee shall be deemed unsatisfactory, agent'sinter alia, or Sub-Processor's where: (i) such employee is incompetent; (ii) such employee is negligent in the performance of his duties;
3.1.5. We shall promptly cooperate as requested by Your from time to time to enable You to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by Us under this DPA;
3.1.6. We shall assist You in a timely manner where You conduct a data protection impact assessment or engages in a process of prior consultation with a supervisory authority following the outcome of a data protection impact assessment;
3.1.7. We shall assist You in a timely manner in notifying a Security Breach to a supervisory authority and/or data subjects;
3.1.8. We shall assist You in taking any actions deemed necessary or appropriate to deal with complaints or allegations of or in connection with a failure to comply with the Data Processing Legislation; and
3.1.9. We shall (and shall procure that its Sub-Processors and agents shall) immediately (and in any event within 24 hours) notify You about:
a) any legally binding request for disclosure of Your Data by a law enforcement or other applicable authority unless otherwise prohibited by applicable law; and
b) any request received directly from a data subject without responding to that request unless they have been otherwise authorized by You to do so.
Appears in 1 contract
Samples: Data Processing Agreement
Data Protection Obligations. 3.1. 3.1 To the extent that the provision of the Services by Us involves the processing of Your Data, We warrant, represent, and agree that:
3.1.1. 3.1.1 We shall process Your Data solely in accordance with the documented instructions of You (unless We are required to process Your Data by applicable European Union or European Union member state law to which We are subject and in such a case, We shall notify You of that legal requirement before such transfer or access occurs or is permitted, unless that law prohibits such notification on important grounds of public interest);
3.1.2. 3.1.2 We comply and shall continue to comply with Our obligations under the Data Protection Legislation and the provisions of this DPA, and We will not do, or permit anything to be done, which might cause You to be in breach of the Data Protection Legislation;
3.1.3. 3.1.3 We shall process Your Data exclusively for the provision of the Services but for no other purposes whatsoever;
3.1.4. 3.1.4 Your Data is confidential in nature and, unless otherwise directed by You, We shall ensure that:
(a) each of Our employees and/or agents engaged in processing Your Data are informed of the confidential nature of Your Data and are subject to contractual obligations of confidentiality;
(b) all Our employees and/or agents have undertaken training in the handling of personal data in accordance with the Data Protection Legislation and are made aware of Our duties and obligations under such laws and, to the extent applicable, this DPA;
(c) neither We nor any of Our employees or agents shall publish, disclose, or divulge Your Data to any third party unless otherwise required by the Agreement, this DPA, or as directed in writing to do so by You; and
(d) access to Your Data is limited to those employees, agents and Sub-Sub- Processors who need access to Your Data to allow Us to fulfil Our obligations under this DPA on similar terms to those set out in this DPA and, in the case of any access to Your Data by any employee, agent or Sub-Processor, ensure such access is limited to such part or parts of Your Data as is strictly necessary for performance of the employee’s, agent's, or Sub-Processor's duties;
3.1.5. 3.1.5 We shall promptly cooperate as requested by Your from time to time to enable You to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by Us under this DPA;
3.1.6. 3.1.6 We shall assist You in a timely manner where You conduct a data protection impact assessment or engages in a process of prior consultation with a supervisory authority following the outcome of a data protection impact assessment;
3.1.7. 3.1.7 We shall assist You in a timely manner in notifying a Security Breach to a supervisory authority and/or data subjects;
3.1.8. 3.1.8 We shall assist You in taking any actions deemed necessary or appropriate to deal with complaints or allegations of or in connection with a failure to comply with the Data Processing Legislation; and
3.1.9. 3.1.9 We shall (and shall procure that its Sub-Processors and agents shall) immediately (and in any event within 24 hours) notify You about:
(a) any legally binding request for disclosure of Your Data by a law enforcement or other applicable authority unless otherwise prohibited by applicable law; and
(b) any request received directly from a data subject without responding to that request unless they have been otherwise authorized authorised by You to do so.
Appears in 1 contract
Samples: Master Subscription Agreement
