Data Processing Addendum

Need a signature? You can sign our DPA electronically using PandaDoc!

This Data Processing Addendum (“DPA”) forms part of the terms and conditions of service found at https://www.knowledgeowl.com/home/terms-and-conditions unless the Customer has entered into a superseding agreement with KnowledgeOwl, in which case it forms part of that agreement (in either case, the “Agreement”).

KnowledgeOwl agrees to comply with the following provisions with respect to any Personal Data Processed by KnowledgeOwl in connection with its provision of the Services. References to the Agreement will be construed as including this DPA and, except as modified below, the terms of the Agreement shall remain in full force and effect. 

For the purpose of this DPA, Customer is the Data Controller and KnowledgeOwl is the Data Processor. Any capitalized terms not defined herein shall have the respective meanings given to them in the Agreement. In the event of any conflict between this DPA and the Agreement, this DPA will prevail.

1. DEFINITIONS 

“Data Controller” means the entity that determines the purposes and means of the Processing of Personal Data. 

“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.

“Data Protection Laws” means all laws and regulations, including laws and regulations of the European Union, applicable to the Processing of Personal Data under the Agreement. 

“Data Subject” means the individual to whom Personal Data relates.

“Personal Data” means any information relating to an identified or identifiable person. 

“Privacy Shield” means the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning). 

“Security Breach” has the meaning set forth in Section 7 of this DPA.

“Standard Contractual Clauses” means the agreement executed by and between the. Customer and KnowledgeOwl in Schedule 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

“Sub-processor” means any Data Processor engaged by KnowledgeOwl. 

2. PROCESSING OF PERSONAL DATA

2.1 The parties agree that with regard to the Processing of Personal Data, the Customer is the Data Controller and KnowledgeOwl is the Data Processor. 

2.2 KnowledgeOwl shall process Personal Data in accordance with the requirements of the Data Protection Laws and Customer will ensure that its instructions for the Processing of Personal Data shall comply with the Data Protection Laws. If KnowledgeOwl believes or becomes aware that any of Customer’s instructions conflict with any Data Protection Laws, KnowledgeOwl shall inform Customer.  

2.3 During the Term of the Agreement, KnowledgeOwl shall only Process Personal Data on behalf of and in accordance with Customer’s written instructions and shall treat Personal Data as confidential information. Customer instructs KnowledgeOwl to Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and any applicable orders; and (ii) Processing to comply with other reasonable written instructions provided by Customer where such instructions are consistent with the terms of the Agreement. KnowledgeOwl may Process Personal Data other than on the written instructions of Customer if it is required under applicable law to which KnowledgeOwl is subject. In this situation, KnowledgeOwl shall inform Customer of such requirement before KnowledgeOwl Processes the Personal Data unless prohibited by applicable law. The objective of Processing of Personal Data by KnowledgeOwl is the provision of the Services pursuant to the Agreement. 

2.4 Customer acknowledges and agrees that KnowledgeOwl may engage Sub-processors to provide the Services set forth in the Agreement. KnowledgeOwl agrees that any agreement with an approved Sub-processor shall include no less protective data protection obligations as set out in this DPA. KnowledgeOwl will notify the Customer of any intended change to Sub-processors, giving the Customer at least 10 business days to object in writing. KnowledgeOwl shall remain responsible for any approved Sub-processor’s compliance with the obligations of this DPA.

3. RIGHTS OF DATA SUBJECTS 

3.1 To the extent Customer, in its use or receipt of the Services, does not have the ability to correct, amend, restrict, block or delete Personal Data, as required by Data Protection Laws, KnowledgeOwl shall promptly comply with reasonable requests by Customer to facilitate such actions to the extent KnowledgeOwl is legally permitted and able to do so. 

3.2 KnowledgeOwl shall, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject for access to, correction, amendment, deletion of or objection to the processing of that person’s Personal Data. KnowledgeOwl shall not respond to any such Data Subject request without Customer’s prior written consent except to confirm that the request relates to Customer. To the extent that Customer responds to any such Data Subject request, KnowledgeOwl shall provide Customer with commercially reasonable cooperation and assistance, including by implementing appropriate technical and organizational measures, in relation to the handling of a Data Subject’s request, to the extent legally permitted. 

4. KNOWLEDGEOWL PERSONNEL 

4.1 KnowledgeOwl shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and are subject to obligations of confidentiality and such obligations shall survive the termination of that individual’s engagement with KnowledgeOwl.

4.2 KnowledgeOwl shall ensure that access to Personal Data is limited to personnel who require such access to fulfill KnowledgeOwl’s obligations under the Agreement.  

5. SECURITY; AUDIT RIGHTS; PRIVACY IMPACT ASSESSMENTS 

5.1 Pursuant to Article 28, Section 3(c) of the General Data Protection Regulation (“GDPR”), KnowledgeOwl shall take all measures required pursuant to Article 32 of the GDPR.

5.2 KnowledgeOwl will make available to Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer.

5.3 KnowledgeOwl will reasonably cooperate with Customer to assist Customer in ensuring compliance with Articles 32 to 36 of the GDPR.

6. SECURITY BREACH MANAGEMENT AND NOTIFICATION

If KnowledgeOwl becomes aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to any Personal Data transmitted, stored or otherwise Processed on KnowledgeOwl’s equipment or in KnowledgeOwl’s facilities (“Security Breach”), KnowledgeOwl will promptly: (i) notify Customer of the Security Breach; (ii) investigate the Security Breach and provide Customer with all relevant information about the Security Breach; and (iii) take all steps to mitigate the effects and to minimize any damage resulting from the Security Breach.   

7. RETURN AND DELETION OF PERSONAL DATA

Upon Customer’s request, KnowledgeOwl shall delete or return Personal Data to Customer and shall delete existing copies unless applicable European Union or Member State law requires storage of such data. 

8. PRIVACY SHIELD

KnowledgeOwl agrees to apply the Privacy Shield Framework Principles issued by the U.S. Department of Commerce, located at https://privacyshield.gov/ (“Privacy Shield Principles”) to all Personal Data that Customer transfers to KnowledgeOwl that originates from the European Economic Area or Switzerland (“EEA Data”). For clarity, KnowledgeOwl agrees to (a) use EEA Data only for purposes specified by Customer; (b) notify Customer upon KnowledgeOwl’s determination that it can no longer apply the Privacy Shield Principles to EEA Data; and (c) upon such determination, cease use of EEA Data or take other reasonable and appropriate steps to apply the Privacy Shield Principles to EEA Data. 

9. PARTIES TO THIS DPA

Nothing in this DPA shall confer any benefits or rights on any person or entity other than the parties to this DPA.

10. LEGAL AUTHORITY 

Each of KnowledgeOwl and Customer mutually represent and warrant that (i) the person executing this DPA on its respective behalf has the legal authority to bind such party, and (ii) it has right, power, and authority to (a) enter into this DPA, (b) make the representations and warranties contained herein, and (c) commit to and perform the respective duties, obligations and covenants set forth hereunder.

Schedule 1: STANDARD CONTRACTUAL CLAUSES

Standard Contractual Clauses (processors)

Parties

Name of the data exporting organisation:
Address:
Country:
Tel.:                                         ; fax:                                                ; e-mail:
Other information needed to identify the organisation:
(the data exporter)

And

Name of the data exporting organisation: KnowledgeOwl
Address: 2552 W 133rd Circle, Broomfield, Colorado, 80020, USA
Country: United States of America
Tel.: +1 (303) 566-7131; fax: +1 (303) 566-7131 ; e-mail: support@knowledgeowl.com
Other information needed to identify the organisation: Not applicable
(the data importer)

Clause 1
Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘ supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2
Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3
Third-party beneficiary clause

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.

Clause 4
Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a online summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5
Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6
Liability

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.

Clause 7
Mediation and jurisdiction

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:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

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.

Clause 8
Cooperation with supervisory authorities

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).

Clause 9
Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10
Variation of the contract

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 Clause.

Clause 11
Subprocessing

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 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.

3. 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.

4. 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.

Clause 12
Obligation after the termination of personal data processing services

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.

On behalf of the data exporter:
Name (written out in full):
Position:
Address:
Other information necessary in order for the contract to be binding (if any):


Signature……………………………………….

(stamp of organisation)

On behalf of the data importer:
Name (written out in full): Marybeth Alexander
Position: CEO
Address: 2552 W 133rd Circle, Broomfield, CO, 80020, USA
Other information necessary in order for the contract to be binding (if any): Not applicable


Signature……………………………………….

(stamp of organisation)

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

Data Exporter is the legal entity specified in Section 3.1 of Schedule 1 of the DPA.

Data importer

The data importer is (please specify briefly activities relevant to the transfer):

KnowledgeOwl is a provider of a knowledge base software solution which processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Data exporter may submit Personal Data to the SCC Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

  • Prospects, customers, business partners and vendors of data exporter (who are natural persons)
  • Employees or contact persons of data exporter’s prospects, customers, business partners and vendors
  • Employees, agents, advisors, freelancers of data exporter (who are natural persons)
  • Data exporter’s Users authorized by data exporter to use the SCC Services 

Categories of data 

The personal data transferred concern the following categories of data (please specify): 

Data exporter may submit Personal Data to the SCC Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: 

  • First and last name
  • Title
  • Position
  • Employer
  • Contact information (company, email, phone, physical business address)
  • ID data
  • Professional life data
  • Personal life data
  • Localisation data 

Special categories of data (if appropriate) 

The personal data transferred concern the following special categories of data (please specify):

Data exporter may submit special categories of data to the SCC Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which is for the sake of clarity Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation. 

Processing operations 

The personal data transferred will be subject to the following basic processing activities (please specify): 

The objective of Processing of Personal Data by data importer is the performance of the SCC Services pursuant to the Agreement. 

DATA EXPORTER
Name:
Authorised Signature:

DATA IMPORTER
Name:
Authorised Signature:

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the SCC Services, as described in the Security, Privacy and Architecture Documentation applicable to the specific SCC Services purchased by data exporter, and accessible via https://www.knowledgeowl.com/home/security-and-reliability or otherwise made reasonably available by data importer. Data Importer will not materially decrease the overall security of the SCC Services during a subscription term.

DATA EXPORTER
Name:
Authorised Signature:

DATA IMPORTER
Name:
Authorised Signature:


Need a signature? You can sign our DPA electronically using PandaDoc!

On the go? Bookmark this article for later with Ctlr + D
Subscribe and get notified as new articles arrive
(No spam, pinky promise)