Processing of Client Personal Data. 2.1 The parties acknowledge and agree that for the purposes of DP Law, Client is the Data Controller and Quivers is the Data Processor of any Client Personal Data Processed by Quivers on behalf of Client in connection with its provision of the Quivers Services.
2.2 Each of the parties warrants and undertakes that it shall comply with all applicable obligations which may arise under DP Law in connection with the Processing of Client Personal Data as contemplated under this Agreement.
2.3 Client shall ensure that:
2.3.1 it is entitled to transfer the relevant Client Personal Data to Quivers so that Quivers and each Subprocessor may lawfully use, Process and transfer the Client Personal Data in accordance with this Agreement on Client’s behalf; and
2.3.2 the relevant third parties have been informed of, and, to the extent required under DP Law, have given their consent to, such use, Processing, and transfer as required by all applicable DP Law.
2.4 Schedule 1 sets out certain information regarding Quivers’ Processing of Client Personal Data under this Agreement as required by Article 28(3) of the GDPR. Each Party may make reasonable amendments to Schedule 1 by written notice to the other Party from time to time as that Party reasonably considers necessary to meet those requirements. Nothing in Schedule 1 (including as amended pursuant to this clause 2.4) confers any right or imposes any obligation on any Party.
2.5 Quivers shall:
2.5.1 not Process Client Personal Data other than as contemplated under this Agreement or on Client’s documented instructions and solely for the purposes of providing the Quivers Services unless Processing is required by any applicable DP Law to which Quivers is subject, in which case Quivers shall to the extent permitted by any applicable DP Law inform Client of that legal requirement before the relevant Processing of that Client Personal Data;
2.5.2 promptly notify Client if Xxxxxxx believes that Client’s instructions infringe DP Laws;
2.5.3 ensure that all its personnel and Subprocessors who have access to and Process Client Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
2.5.4 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, Quivers shall in relation to Client Personal Data impleme...
Processing of Client Personal Data. 3.1 Company and each Company Affiliate shall:
3.1.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
3.1.2 not Process Client Personal Data other than on the relevant Client Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Company or the relevant Company Affiliate shall to the extent permitted by Applicable Laws inform the relevant Client Group Member of that legal requirement before the relevant Processing of that Client Personal Data unless Applicable Laws prohibit this notification on important grounds of public interest.
3.2 Each Client Group Member:
3.2.1 instructs Company and each Company Affiliate (and authorises Company and each Company Affiliate to instruct each Sub-processor) to:
3.2.1.1 Process Client Personal Data; and
3.2.1.2 in particular, transfer Client Personal Data outside the EU/EEA/UK as reasonably necessary for the provision of the Services and consistent with the Agreement; and
3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in Section 3.2.1 on behalf of each relevant Client Affiliate.
3.3 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors' Processing of the Client Personal Data as required by article 28
Processing of Client Personal Data. 3.1 Company and each Company Affiliate shall:
3.1.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
3.1.2 not Process Client Personal Data other than on the relevant Client Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Company or the relevant Company Affiliate shall to the extent permitted by Applicable Laws inform the relevant Client Group Member of that legal requirement before the relevant Processing of that Personal Data.
3.2 Each Client Group Member:
3.2.1 instructs Company and each Company Affiliate (and authorises Company and each Company Affiliate to instruct each Sub-processor) to:
3.2.1.1 Process Client Personal Data; and
3.2.1.2 in particular, transfer Client Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Agreement; and
3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in Section 3.2.1 on behalf of each relevant Client Affiliate.
3.3 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors' Processing of the Client Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Client may make reasonable amendments to Annex 1 by written notice to Company from time to time as Client reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this section 3.3) confers any right or imposes any obligation on any party to this Addendum.
Processing of Client Personal Data. The subject matter and duration of the Processing of Client Personal Data are set out in the Agreement and this Addendum.
Processing of Client Personal Data. 1.1 The Parties acknowledge and agree that the details of Inselligence’s Processing of Personal Data under this DPA and the Agreement (including the respective roles of the Parties relating to such Processing) are as set out in Attachment 1 to Annex 1 (European Annex) to the DPA.
1.2 Where Inselligence receives an instruction from Client that, in its reasonable opinion, infringes the GDPR, Inselligence shall inform Client.
1.3 Client acknowledges and agrees that any instructions issued by Client with regards to the Processing of Client Personal Data by or on behalf of Inselligence pursuant to or in connection with the Agreement shall be in strict compliance with the GDPR and all other applicable laws.
Processing of Client Personal Data. 3.1 Inselligence shall not Process Client Personal Data other than on Client’s written instructions or as required by applicable laws.
3.2 Client instructs Inselligence to Process Client Personal Data as necessary to provide the Services to Client under and in accordance with the Agreement. The Agreement is a complete expression of such instructions, and Client’s additional instructions will be binding on Inselligence only pursuant to any written amendment to the Agreement and/or this DPA signed by both Parties.
Processing of Client Personal Data. The parties acknowledge and agree that for the purposes of DP Law, Client is the Data Controller and Quivers is the Data Processor of any Client Personal Data Processed by Quivers on behalf of Client in connection with its provision of the Quivers Services.
Processing of Client Personal Data. (a) Client discloses Client Personal Data to Syndigo solely for: (i) valid Business Purposes; and (ii) to enable Syndigo to perform the Services.
(b) Syndigo shall not: (i) Sell or Share Client Personal Data; (ii) retain, use or disclose Client Personal Data for a Commercial Purpose other than providing the Services specified in the Agreement or as otherwise permitted by United States Data Protection Laws; (iii) retain, use, or disclose Client Personal Data except where permitted under the Agreement between Client and Syndigo; nor (iv) combine Client Personal Data with other information that Syndigo Processes on behalf of other persons or that Syndigo collects directly from the Data Subject, with the exception of Processing for Business Purposes. Syndigo certifies that it understands these prohibitions and agrees to comply with them.
Processing of Client Personal Data. 1. Processor shall:
1. comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
Processing of Client Personal Data. 2.1 Company 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 Client’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Company shall to the extent permitted by Applicable Laws inform the Client of that legal requirement before the relevant Processing of that Personal Data.
2.1.3 In the event of a Restricted Transfer occurring between the Client and the Company, ensure that the Standard Contractual Clauses in Annexure 4 are complied with.
2.2 The Client:
2.2.1 instructs Company (and authorises Company to instruct each Subprocessor) to:
2.2.1.1 Process Client Personal Data; and
2.2.1.2 in particular, transfer Client Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Agreement.
2.3 The Client agrees that this Addendum is Client’s complete and final instructions to Company in relation to processing Client Personal Data.
2.4 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors' Processing of Client Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Processing outside the scope of this Addendum (if any) will require prior written agreement between Company and Client on additional instructions for processing, including agreement on any additional fees Client will pay to Company for carrying out such instructions. Client may terminate this Addendum if Company declines to follow instructions requested by Client that are outside the scope of this Addendum. Nothing in Annex 1 (including as amended pursuant to this section 2.4) confers any right or imposes any obligation on any party to this Addendum.
