Staatic data processing agreement

To keep your feet on the ground.

Data processing agreement

Effective date: August 1, 2022

1. Scope, order of precedence, and term

1.1 This data processing agreement (hereinafter “DPA”) is an addendum to the Terms and Conditions (hereinafter “Agreement”) between the customer (hereinafter “You”) and Staatic (hereinafter “Company”). You and the Company are individually a “Party” and, collectively, the “Parties”.

1.2 This DPA applies where and only to the extent that the Company processes Personal Data on behalf of You in the course of providing the Services and such Personal Data is subject to Data Protection Laws of the appropriate jurisdiction. The Parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

1.3 The duration of the Processing covered by this DPA shall be in accordance with the duration of the Agreement.

2. Interpretation and definitions

2.1. Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions, as well as those defined in section 1.1. The definitions shall have the same meaning regardless of whether they appear in singular or in plural. The words of which the initial letter is capitalized and not defined in this DPA will have the meanings set forth in the Agreement.

2.2. Definitions

For the purposes of this DPA:

The terms, “Data Controller”, “Data Processor”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervising Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

3. Acknowledgment

3.1 You act as a Controller.

3.2 You wish to subcontract certain Services, which imply the processing of Personal Data, to Company, acting as a Processor.

3.3 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 Data Protection Laws on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

3.4 The Parties wish to lay down their rights and obligations.

4. Processing of Company Personal Data

4.1. Processor shall:

4.2. Controller instructs Processor to process Company Personal Data to provide the Services and related technical support.

5. Processor personnel

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 Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the 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.

6. Security

6.1 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 Company 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.

6.2 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.

7. Subprocessing

7.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by Controller.

8. Data Subject rights

8.1 Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

8.2 Processor shall:

9. Personal Data Breach

9.1 Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

9.2 Processor shall co-operate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

10. Data protection impact assessment and prior consultation

10.1 Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

11. Deletion or return of Company Personal Data

11.1 Subject to this section 11 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

11.2 Processor shall provide written certification to Controller that it has fully complied with this section 11 within 10 business days of the Cessation Date.

12. Audit rights

12.1 Subject to this section 12, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Company Personal Data by the Contracted Processors.

12.2 Information and audit rights of Controller only arise under section 12.1 to the extent that the DPA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

13. Data transfer

13.1 The Processor may not transfer or authorize the transfer of personal data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of Controller. If personal data processed under this DPA is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

14. General terms

14.1 Each Party must keep this DPA and information it receives about the other Party and its business in connection with this DPA (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

14.2 All notices and communications given under this DPA must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this DPA at such other address as notified from time to time by the Parties changing address.

15. Governing law and jurisdiction

15.1 This DPA and all (legal) transactions resulting from this agreement are governed by the laws of the Netherlands.

15.2 In the event of disputes in connection with this DPA, the competent court in Amsterdam has exclusive jurisdiction over the dispute.