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GDPR Data Processing Agreement

Data Processing Agreement for Eido Software Ltd

This Data Processing Agreement (“Agreement“) forms part of the Contract for
Services (“Principal Agreement“) between the “Customer” and Eido Software Ltd (the “Data Processor”)
(together as the “Parties”)

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) 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 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 (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 ‘Company Personal Data’ means any Personal Data Processed by the Processor or any Subprocessor on behalf of the Company pursuant to or in connection with the Principal Agreement;

1.1.3 ‘Contracted Processor’ means the Processor and any Subprocessor;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8 “Data Transfer” means:

1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subprocessor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 ‘Services’ means the Eido cloud platform, Eido Client endpoint software, and related device management, monitoring, inventory, diagnostic, reporting and remediation services provided by the Data Processor from time to time, including functionality enabling Company-authorised administrative actions and scripts to be executed on managed endpoints.

1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

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

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions, including in relation to international transfers, unless the Processor is required to do so by applicable law. Where the Processor is required by law to Process Company Personal Data otherwise than on the Company’s documented instructions, the Processor shall inform the Company of that legal requirement before Processing, unless prohibited by applicable law from doing so.

2.2 The Company instructs the Processor to Process Company Personal Data as necessary to provide the Services and as further described in Schedule 1, in each case in accordance with the Company’s documented instructions.

2.3 Processor shall immediately inform the Company if, in its opinion, an instruction from the Company infringes applicable Data Protection Laws.

3. Processor Personnel

Processor shall ensure that any person authorised to Process Company Personal Data has committed themselves to confidentiality or is under an appropriate statutory obligation of confidentiality, and that access to Company Personal Data is limited to those persons who require such access as necessary for the purposes of the Principal Agreement.

4. Security

4.1 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.

4.2 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.

5. Subprocessing

5.1 Processor shall not appoint a Subprocessor without the Company’s prior specific or general written authorisation. Where the Company provides general written authorisation, Processor shall inform the Company of any intended addition or replacement of a Subprocessor and provide the Company with a reasonable opportunity to object.

5.2 Processor shall ensure that each Subprocessor is bound by a written agreement imposing data protection obligations that provide an equivalent level of protection for Company Personal Data as those contained in this Agreement.

5.3 Processor shall remain liable to the Company for the performance of each Subprocessor’s data protection obligations.

6. Data Subject Rights

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

6.2 Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

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

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

8. Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company 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.

9. Deletion or return of Company Personal Data

9.1 On cessation of any Services involving the Processing of Company Personal Data, Processor shall, at the Company’s choice, return or securely delete all Company Personal Data and shall delete existing copies, promptly and in any event within 10 business days of the date of cessation of those Services, unless applicable law requires the continued storage of such Company Personal Data.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement 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.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“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:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement 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 Agreement at such other address as notified from time to time by the Parties changing address.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of The United Kingdom.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 - Details of Processing

Subject matter of the Processing

Processing of Company Personal Data in connection with the provision of the Services, including the Eido platform and Eido Client endpoint software.

Duration of the Processing

For the duration of the Principal Agreement and, following cessation of the relevant Services, for the period permitted under section 9 of this Agreement.

Nature and purpose of the Processing

The collection, transmission, access, retrieval, organisation, analysis, display, storage where applicable, and deletion of endpoint, device and user-related information for the purposes of device inventory, monitoring, performance analysis, security posture assessment, diagnostics, troubleshooting, reporting, remote administration and Company-authorised remediation, including the execution of approved scripts and administrative actions.

Categories of Data Subjects

Employees, contractors, administrators and other authorised users of endpoints managed by or on behalf of the Company.

Types of Personal Data

User and device identifiers; usernames and session information; device, hardware and software inventory; process and service information; registry and configuration information; network and IP information; browser extension information; security posture information; event and diagnostic information; file and folder metadata; device performance information; information returned by Company-authorised diagnostic scripts; and records of administrative or remediation actions performed through the Services.

Controller obligations and rights

The Company determines the purposes for which Company Personal Data is Processed and provides documented instructions to the Processor. The Company is responsible for ensuring that its instructions, use of the Services and deployment of Eido Client comply with applicable Data Protection Laws, including having any necessary lawful basis, notices and authorisations. The Company’s rights in relation to the Processing are as set out in the Principal Agreement and this Agreement.

Data Processor List for Eido Software Ltd

  1. Amazon Web Services (AWS)
  1. Microsoft Azure
  1. Microsoft 365
  1. Stripe
  1. HubSpot
  1. ZenDesk

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