Data Processing Addendum
This Data Processing Addendum (“DPA”) is a part of the contracting document or documents and include one or more of the following or similarly structured documents (i.e. Master Service Agreement; Subscription Agreement, License Agreement or similar agreement) (the “Agreement”) between the entity signing the Order Form or other ordering document into which the Agreement is incorporated (“Customer”) and NAVEX Global UK Limited (hereinafter “NAVEX Global”) to reflect the parties’ agreement related to Processing of Customer Data, including Personal Data, in accordance with the requirements of applicable Data Protection Laws and Regulations.
HOW THIS DPA APPLIES
This DPA is an addendum to and forms part of the Agreement. For avoidance of doubt, this DPA shall apply to any entity that executes an ordering document that is governed by the Agreement.
This DPA shall not replace any additional rights related to Processing of Customer Data previously negotiated by Customer in the Agreement, but shall replace any existing data processing addendum to the Agreement unless otherwise explicitly stated herein.
DATA PROCESSING TERMS
In the course of providing the Services to Customer pursuant to the Agreement, NAVEX Global may Process Personal Data on behalf of Customer. NAVEX Global agrees to comply with the following provisions with respect to any Personal Data submitted by or for Customer to the Services or collected and Processed by or for Customer using the Services.
a) “Affiliate” means, in relation to a party, its subsidiary or holding company or any subsidiary of any such holding company, the terms "subsidiary" and "holding company" having the meanings given to them under the applicable law.
b) “Customer Data” means any data and information Customer provides, generates, transfers, or makes available to NAVEX Global under the Agreement, whether in printed, electronic, or other format.
c) “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
d) “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.
e) “Data Protection Requirements” means all data protection and privacy laws and regulations, as applicable to a party, including: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council 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 or GDPR); and (ii) any other local or regional data protection, data privacy or data security laws. It also includes, where applicable to NAVEX Global’s business, in its delivery of the Services, or as otherwise required in this DPA, application of certain certification requirements, specifically both the EU-U.S. and Swiss-U.S. Privacy Shield Principles, as further described in this DPA.
f) “Data Subject” means an identified or identifiable natural person whose Personal Data is collected and hosted by NAVEX Global on behalf of Customer, as may be more fully set forth in Data Protection Requirements, and shall be meant to include any different but similar term used in Data Protection Requirements.
g) "European Economic Area" means the member states of the European Union as well as Iceland, Liechtenstein and Norway.
h) “GDPR” means 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.
i) “NAVEX Global” means NAVEX Global UK Limited, registered in the United Kingdom with company registration number 12011655.
j) “NAVEX Global Group” means NAVEX Global and its Affiliates engaged in the Processing of Personal Data.
k) “Personal Data” means any information relating to an identified or identifiable natural person as further defined under Data Protection Requirements, which may include a term similar to Personal Data but which shall have the same general meaning (for example “personal information”), where such data is submitted to the Services as Customer Data as further specified in Appendix 2.
l) "Privacy Shield" means the EU-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield self-certification programs, both operated by the U.S. Department of Commerce and approved by the European Commission pursuant to Decision C(2016) 4176 of July 12, 2016 (and as may be amended from time to time) and pursuant to the Swiss Federal Council pronouncement on 11 January 2017.
m) "Privacy Shield Principles" means the Privacy Shield Framework Principles (as supplemented by any Supplemental Principles) which may be found on the U.S. Department of Commerce website, and as may be amended, superseded or replaced from time to time.
n) “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, and shall be meant to include any different but similar term used in the Data Protection Requirements and as may be more fully set out in Appendix 2.
o) “Security Specifications” means the security measures employed by NAVEX Global to protect the Personal Data in its possession in connection with delivering the Services and as more fully set out in in Appendix 1.
p) Sub-processor” means any Data Processor engaged by NAVEX Global or a member of the NAVEX Global Group.
2) PROCESSING OF PERSONAL DATA
a) Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Data Controller, NAVEX Global is a Data Processor and that NAVEX Global or members of the NAVEX Global Group will engage Sub-processors pursuant to the requirements set forth in section 8 “Sub-processing” below. Further, each party agrees to comply with its respective obligations under the Data Protection Requirements in relation to its Processing of the Personal Data and NAVEX Global agrees to provide all assistance reasonably required by Customer to enable Customer to take reasonable and appropriate steps to ensure that NAVEX Global effectively Processes Personal Data in a manner consistent with Customer’s obligations under Data Protection Requirements, including the GDPR or the Privacy Shield Principles, as applicable.
b) Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Requirements. For the avoidance of doubt, Customer’s instructions to NAVEX Global, for the Processing of Personal Data, shall comply with Data Protection Requirements. NAVEX Global shall inform Customer without undue delay if, in its opinion, an instruction infringes Data Protection Requirements. The foregoing notwithstanding, NAVEX Global is not obligated to evaluate whether an instruction issued by Customer complies with applicable Data Protection Requirements.
c) NAVEX Global’s Processing of Personal Data. NAVEX Global shall only Process Personal Data on behalf of and in accordance with Customer’s instructions and shall treat Personal Data as Confidential Information. Customer instructs NAVEX Global to Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by users in their use of the Services; and (iii) Processing to comply with other reasonable instructions by Customer that are consistent with the terms of the Agreement. Further, NAVEX Global agrees that it shall, in its capacity as Data Processor:
i) Only carry out Processing of Personal Data on Customer’s instructions, as set forth in the Agreement for the purpose of providing the Services;
ii) Provide at least the same level of protection to Personal Data as is required by this DPA and the Data Protection Requirements;
iii) ensure that persons authorized to Process the Personal Data are bound to obligations of confidentiality or are under an appropriate statutory obligation of confidentiality;
iv) With the exception of those pre-approved subcontractors detailed in section 8)b) and engaged in the performance of the Services, not share or allow access to files containing Personal Data to any third party for further Processing by that third party or its agents (except for the purposes of mere routing of Personal Data through a third party such as routing through a telecommunications carrier);
v) Promptly notify Customer if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by Data Protection Requirements, and in such event, to work with Customer to promptly take reasonable and appropriate steps to stop and remediate any Processing until such time as the Processing meets the level of protection as is required by the Data Protection Requirements;
vi) Implement and maintain throughout the term of this DPA appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental destruction or loss so as to allow Customer to comply with the requirement to implement appropriate technical and organizational security measures, in accordance with the Security Specifications and other applicable provisions of the Data Protection Requirements;
vii) At Customer’s sole election, cease Processing Personal Data promptly if in Customer’s reasonable discretion, NAVEX Global is not providing the same level of protection to Personal Data as is required by Data Protection Requirements.
viii) Keep or cause to be kept, accurate records relating to all Processing of Personal Data on behalf of Customer as part of the Services;
ix) Promptly refer to Customer any requests, notices or other communication from Data Subjects, any national data protection authority established in the jurisdiction of Customer, or any other law enforcement authority, for such Customer to resolve, and as the case may be:
(1) Provide all assistance reasonably required by Customer to enable Customer to respond to, comply with or otherwise resolve any request, question or complaint made to it by a Data Subject in relation to the Processing of Personal Data associated with such Data Subject; and
(2) Provide all assistance reasonably required by Customer to enable Customer to respond to, comply with or otherwise resolve any request, question or complaint made to it that is received from: (a) any independent recourse mechanism that Customer elects to adopt under the Privacy Shield Principles (where applicable); (b) any applicable U.S., EU or Swiss regulator or data protection authority; or (c) any arbitration panel set up under Annex I to the Privacy Shield Framework.
x) Provide reasonable assistance and support to Customer in Customer’s performance of any data protection impact assessments;
xi) Provide assistance to Customer in ensuring compliance, if applicable, with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the Processing and the information available to NAVEX Global;
xii) NAVEX Global agrees it will not, in its capacity as Data Processor:
(1) Disclose Personal Data to any third party individual other than for the purposes of complying with Data Subject access requests in accordance with Data Protection Requirements and in accordance with this DPA, as applicable.
(2) Include Personal Data in any product or service offered by NAVEX Global to third parties;
3) RIGHTS OF DATA SUBJECTS
a) Correction, Blocking and Deletion. To the extent Customer, in its use of the Services, does not have the ability to correct, amend, block or delete Personal Data, as required by Data Protection Requirements, NAVEX Global shall comply with any commercially reasonable request by Customer to facilitate such actions to the extent NAVEX Global is legally permitted to do so.
b) Data Subject Requests. NAVEX Global shall, to the extent legally permitted, without undue delay notify Customer if it receives a request from a Data Subject for access to, correction, amendment or deletion of that individual’s Personal Data. NAVEX Global shall not respond to any such Data Subject request without Customer’s prior written consent, or as required by Data Protection Requirements, except to confirm that the request has been received and relates to Customer. NAVEX Global shall provide Customer with commercially reasonable cooperation and assistance in relation to a Data Subject’s request for access to that individual’s Personal Data, to the extent legally permitted and to the extent Customer does not have access to such Personal Data through its use of the Services.
4) NAVEX GLOBAL PERSONNEL
a) Confidentiality. NAVEX Global shall ensure that its personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. NAVEX Global shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
b) Reliability. NAVEX Global shall take commercially reasonable steps to ensure the reliability of any NAVEX Global personnel engaged in the Processing of Personal Data.
c) Limitation of Access. NAVEX Global shall ensure that NAVEX Global’s access to Personal Data is limited to those personnel who require such access to perform under the Agreement.
d) Data Protection Officer. Members of the NAVEX Global Group have appointed a data protection officer where such appointment is required by Data Protection Requirements. The appointed person may be reached at firstname.lastname@example.org.
5) TECHNICAL AND ORGANIZATIONAL MEASURES AND SECURITY
a) NAVEX Global shall maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including Personal Data, as set forth in the Security Specifications. NAVEX Global regularly monitors compliance with these safeguards and will not materially decrease the overall security of the Services during the term of the Agreement.
b) NAVEX Global has obtained third-party certifications and audits as set forth in the Security Specifications. Upon Customer’s written request, at reasonable intervals, NAVEX Global shall provide a copy of NAVEX Global’s then most recent third-party audit or certification, as applicable, or any summaries thereof, that NAVEX Global generally makes available to its Customers at the time of such request.
c) 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, NAVEX Global shall, and shall procure that each Sub-Processor shall implement and maintain, appropriate technical and organizational measures in relation to the Processing of Personal Data by NAVEX Global or Sub-Processor to ensure a level of security appropriate to that risk including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
d) In assessing the appropriate level of security, NAVEX Global shall take into account all risks that are presented by Processing the relevant Personal Data, in particular from a Security Incident (as defined below).
6) SECURITY INCIDENT MANAGEMENT AND NOTIFICATION
a) Security Incident Notification. NAVEX Global maintains security incident management policies and procedures as indicated in the Security Specifications and shall, to the extent permitted by law, without undue delay notify Customer of any actual or reasonably suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to Customer Data, including Personal Data, by NAVEX Global or its Sub-processors of which NAVEX Global becomes aware (a “Security Incident”). To the extent available, such notification shall describe the nature of the Security Incident, including the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned.
b) Security Incident Response. To the extent such Security Incident is caused by a violation of the requirements of this DPA by NAVEX Global, NAVEX Global shall: (i) reasonably cooperate with Customer to investigate and resolve the Security Incident; (ii) make reasonable efforts to identify and remediate the cause of such Security Incident; and (iii) keep Customer up-to-date about developments in connection with the Security Incident.
7) RETURN AND DELETION OF CUSTOMER DATA
a) NAVEX Global shall return Customer Data to Customer and delete Customer Data in accordance with the procedures and timeframes specified in the Agreement. In the event the foregoing is not specified in the Agreement, and unless otherwise agreed by the parties, all Customer Data shall be deleted within forty-five (45) days of expiration or termination of the Agreement or Order Form (as applicable). Customer Data stored in back-ups shall be overwritten in accordance with NAVEX Global’s backup and retention cycle.
a) Customer authorizes NAVEX Global to appoint (and permit each Sub-processor appointed in accordance with this section to appoint) Sub-processors in accordance with this section.
b) NAVEX Global may continue to use those Sub-processors already engaged by NAVEX Global as at the date of this DPA. Customer consents to the use of the Sub-processors set forth in the following link (as applicable): https://www.navexglobal.com/en-us/service-hosting-providers. In addition, Customer acknowledges and agrees that NAVEX Global’s Affiliates may be retained as Sub-processors. The foregoing link contains a mechanism to subscribe to notifications of the addition of any new Sub-processors for each applicable Service, to which Customer may subscribe. Such updates provided via this mechanism shall operate as the notification of changes concerning the addition of any new Sub-processors, as required by Data Protection Requirements.
c) NAVEX Global will notify Customer in advance of any changes to the list of Sub-processors in place (except for deletions of Sub-processors without replacement) at least thirty (30) days in advance of any Processing by the proposed Sub-processor in accordance with the procedure set forth in Section 8)(b) above. If Customer has a reasonable objection that relates to the Sub-processors’ Processing of Personal Data, Customer may object to NAVEX Global’s use of a Sub-processor by notifying NAVEX Global in writing at email@example.com within thirty (30) days after receipt of NAVEX Global’s notice. In such event, the Parties will work in good faith to discuss a resolution. NAVEX Global may choose to: (i) not use the Sub-processor to Process Personal Data for Customer or (ii) take the corrective steps requested by Customer in its objection and use the Sub-processor. If neither of these options are reasonably possible and Customer continues to object, Customer may provide notice of termination of the affected portion of the Service as to Customer.
d) Liability. NAVEX Global shall be liable for the acts and omissions of its Sub-processors to the same extent NAVEX Global would be liable if performing the services of each Sub-processor directly under the terms of this DPA.
a) During NAVEX Global’s regular business hours, but not any more frequently than once a year, Customer may, at its sole expense, perform a confidential audit of NAVEX Global’s technical operations directly related to the Services provided under the Agreement. Such audits shall not be duplicative of any additional audit right provided in the Agreement and shall be conducted on a mutually agreed upon date, which shall not be sooner than thirty (30) calendar days after NAVEX Global’s receipt of Customer’s written request for such audit. Such audits shall be limited to security systems as they pertain to the Services and the onsite portion shall not exceed a cumulative four (4) hours at NAVEX Global’s facilities. If the audit shall exceed such four (4) hour period, Customer shall be responsible for payment of professional services fees to NAVEX Global at the current hourly rate for professional services. If the audit is to be performed by a third party on Customer’s behalf, such third party shall execute a confidentiality and non-disclosure agreement as presented by and for the benefit of the Parties. Upon completion of the audit, Customer shall promptly provide NAVEX Global a summary of the findings from each report prepared in connection with any such audit and discuss results, including any remediation plans. If audit results find NAVEX Global is not in substantial compliance with the requirements of this DPA, then Customer shall be entitled, at NAVEX Global’s expense, to perform up to one (1) additional such audit in that year in accordance with the procedure set forth in this Section. NAVEX Global agrees to work with Customer to identify reasonable remediation actions and to promptly take action at NAVEX Global’s expense to correct those matters or items upon which NAVEX Global and Customer mutually agreed are identified in any such audit that require correction.
10) PRIVACY SHIELD
a) Self-certification. NAVEX Global, Inc. has self-certified under the Privacy Shield so as to ensure that adequate safeguards are adduced with respect to the protection of privacy and fundamental rights and freedoms of individuals located in the European Economic Area and Switzerland for the transfer of any Personal Data by Customer to NAVEX Global, Inc. Accordingly, NAVEX Global, Inc. agrees to process any such Personal Data in compliance with the Privacy Shield Principles.
b) Sub-processing. NAVEX Global, Inc. agrees to remain responsible for any Personal Data received from Customer under Privacy Shield which is subsequently transferred to Sub-processor.
c) Conflict. In the event of any conflict or inconsistency between this DPA and the Privacy Shield Principles, the Privacy Shield Principles shall prevail.
d) Adequacy. In the event that during the term of the Agreement NAVEX Global, Inc. is no longer self-certified under Privacy Shield, NAVEX Global, Inc. shall notify Customer and continue to process any Personal Data previously transferred under the Privacy Shield in accordance with the Privacy Shield Principles. In addition, NAVEX Global, Inc. shall do all such things as are required to ensure adequate protection for Personal Data in accordance with Data Protection Requirements. Such measures may include ensuring that NAVEX Global, Inc. and Customer enter into Standard Contractual Clauses approved by the European Commission or implement any other data export adequacy measure permitted by Data Protection Requirements.
11) LEGAL EFFECT
a) This DPA shall only become legally binding between Customer and NAVEX Global when the Order Form or other ordering document into which it is incorporated is executed in full.
b) NAVEX Global’s obligations as set forth in this DPA shall survive until NAVEX Global no longer Processes Personal Data.
Appendix 1 to THE DATA PROCESSING ADDENDUM
NAVEX Global will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the applicable Services, as described in the Security Specifications below, as updated from time to time, and made reasonably available by NAVEX Global upon request. In addition, NAVEX Global engages a third party, annually, to perform an audit that includes an assessment of the Security Specifications.
In addition to an Information Security Policy, NAVEX Global employs the following technical and organisational measures to safeguard the records within the Services.
Physical access controls employed for preventing unauthorized persons from gaining access to data processing systems within which personal data is processed or used.
Data center controls include:
- Electronic access card reading system
- Management of keys / documentation of key holders
- Front desk with required sign in for all visitors
- CCTV Monitored building management system
Admission control measures taken for preventing data processing systems from being used without authorization.
- Personal and individual user log-in when entering the system and/or the corporate network
· Password procedures minimum of 8 characters, with one upper case, lower case, and digit. If the user account has five invalid logon attempts, the account will be locked out. All passwords expire after 90 days. Upon verification of the username and password, the application uses session-based token authentication.
- Automated screen locks after a defined period of inactivity
- Password protected screen savers
- All service account passwords are electronically documented and protected against unauthorized access through encryption
- User accounts are audited quarterly
Virtual access control measures taken to ensure that persons entitled to use a data processing system have access only to personal data to which they have a right of access, and that personal data cannot be read, copied, modified or removed without authorizations in the course of processing or use and after storage.
- User authentication is based on username and strong password
- All transactional records contain identifiers to distinguish client records.
- System processing uses a rule-based mechanism to tailor data access to specific users and roles
- Data insert, deletion, and modification are logged
Transmission control measures taken to ensure that personal data cannot be read, copied, modified or removed without authorization during electronic transmission or transport, and that it is possible to check and establish to which bodies the transfer of personal data by means of data transmission facilities is envisaged.
- All data on untrusted systems are encrypted in flight using TLS
- Removable storage is not used.
Input control measures taken to ensure that it is possible to check and establish whether and by whom personal data have been entered into data processing systems, modified or removed.
- Record entry is restricted to a defined set of roles
- All entry is date/time stamped and includes identifiers for entering party
- Firewalls and intrusion prevention systems are in place to prevent unauthorized access
Assignment control measures employed to ensure that, in the case of commissioned processing of personal data, the data are processed strictly in accordance with the instructions of the principal.
· Confidentiality agreements are in place for all individuals with data access
· Training is conducted during onboarding and on a regular basis
· No third parties used for the processing of data other than as described in this Agreement
Availability control measures taken to ensure that personal data are protected from accidental destruction or loss.
- Systems employ redundancies such as RAID arrays and redundant equipment
- Multiple air conditioning units are installed to provide redundant capacity in a N+1 configuration.
- High sensitivity smoke detection
- UPS backed generator
- Diverse fiber routing and multiple carriers
Separation control measures taken to ensure that personal data collected for different purposes can be processed separately.
- Multiple-tier systems are used to physically separate presentation, business processing and storage
- Separation of duties is used internally to ensure functions pass through change control processes
- Discrete development, staging and production environments are maintained.
- All routing of data for processing is controlled through automated rules engines.
- Computing and storage is on equipment owned by Processor
Appendix 2 to the DATA PROCESSING ADDENDUM
Data Controller is the legal entity that has executed the DPA.
NAVEX Global, Inc. is a provider of governance, risk and compliance computing solutions, including whistleblower hotlines, case management systems, employee training systems, policy management systems, third party risk assessment systems, surveys and assessments and related consulting services, which processes personal data upon the instruction of the Data Controller in accordance with the terms of the Agreement.
Data Controller has instructed Data Processor to collect and host certain information as may be submitted in the course of submitting a hotline report, information for employees to perform certain training and/or access to certain corporate policies and procedures, surveys and assessments, and/or information for third parties necessary to perform corporate due diligence. The information submitted may include Personal Data provided by the individual data subject or the organization in accordance with the relevant Services selected by such organization. The extent of the Personal Data collected is determined and controlled by the Data Controller in its sole discretion, and may include, but is not limited to Personal Data relating to the following categories of data subjects:
· Customers, business partners and vendors of data exporter (who are natural persons)
· Employees or contact persons of Data Controllers’ third party suppliers, business partners and vendors
· Data Controller’s users authorized by Data Controller to use the relevant Service(s)
Categories of data
The personal data processed concern the following categories of data:
· name, job title, job position, location, employer, relationship with the organization, e-mail address, telephone number;
· for whistle-blower hotline reports, in addition to the foregoing, the following may also be captured:
o facts reported by a reporter about a suspected violation, including how and where the suspected violation occurred and how the reporter learned about the suspected violation;
o identity, function and contact details of individuals allegedly involved in the suspected violation; and
- identity, function and contact details of individuals who could provide information relating to the suspected violation.
Special categories of data (if appropriate)
Data Controller, reporters or authorized users of the Services may submit special categories of data to the Services, the extent of which is determined and controlled by the Data Controller in its sole discretion, and which is for the sake of clarity Personal Data that may include information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the processing of data concerning health or sex life.
The personal data transferred will be processed by data processor as more fully set forth in the Agreement.