Data Processing Agreement
Effective May 25, 2018
Worksheet Systems (https://worksheet.systems), Worksheet Systems App (https://app.worksheet.systems) is designed, built and supported by FalconSoft Ltd
This FalconSoft Data Processing Agreement (DPA) forms part of, and is subject to the provisions of, the FalconSoft Terms of Service Agreement (the Agreement). Capitalized terms that are not defined in this DPA have the meanings set forth in the Agreement.
Please submit inquiries pertaining to this DPA by contacting FalconSoft here.
The following definitions apply solely to this Data Processing Agreement:
- The terms “data controller”, “data subject”, “personal data”, “process,” “processing”, “processor” and “data processor” have the meanings given to these terms in EU Data Protection Law.
- “EU Data Protection Law” means any data protection or data privacy law or regulation of Switzerland or any European Economic Area (“EEA”) country applicable to Customer Data, including, as applicable, the GDPR and the e-Privacy Directive 2002/58/EC.
- “GDPR” means the EU General Data Protection Regulation 2016/679.
- “Sub-Processor” means an entity engaged by FalconSoft to process Customer Data.
- “Customer Data” means the personal data (as defined by EU Data Protection Law) that is collected by or uploaded to the Service and processed in Your Account.
- “End Users” means your users, visitors or customers who may submit Customer Data which you control using the Service.
- “Security Incident” means a breach of security of the Service or FalconSoft’s systems used to process Customer Data leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data transmitted, stored or otherwise processed by FalconSoft in the context of this DPA.
- “Your Account” means your password-protected account for use of the Service and for billing in connection with such use. Your Account may be a trial, free, a paid subscription to the Service.
This DPA only applies to you if you or your End Users are data subjects located within the EEA or Switzerland and only applies in respect to personal data (as defined in the EU Data Protection Law). You agree that FalconSoft is not responsible for personal data that you have elected to process through third party services or outside of the Service, including the systems of any other third-party cloud services, offline or on-premises storage.
3. DETAILS OF DATA PROCESSING
- Subject Matter. The subject matter of the data processing under this DPA is personal data as defined in the EU Data Protection Law.
- Duration. The duration of the data processing under this DPA is for the lifetime of the relationship between you and FalconSoft as determined by your use of the Service.
- Purpose. The purpose of the data processing under this DPA is the provision of the Service as initiated by you.
- Nature of the Processing. The provision of the Service including computing, storage and such other FalconSoft Services at your instruction.
- Type of Personal Data. Customer Data relating to your End Users, staff or other individuals whose personal data is processed as part of the FalconSoft Service in accordance with instructions given through Your Account.
- Categories of Data Subjects. Your End Users, staff and any other individuals personal data which you use the Service to process in accordance with EU Data Protection Law.
4. PROCESSING ROLES
This DPA applies when Customer Data is processed by FalconSoft. In this context, FalconSoft will act as “data processor” or “sub-processor” to the Customer who may act either as “data controller” or “data processor” with respect to Customer Data (as defined by EU Data Protection Law).
5. DESCRIPTION OF PROCESSING ACTIVITIES
We will process Customer Data for the purpose of providing you with the Service, as may be used, configured or modified from within Your Account. For example, depending on how you use the Service, we may process your Customer Data in order to: (a) collect, organize, report or analyze data from your End Users through FalconSoft-powered forms and applications that may be directly embedded on your website (b) email your End Users on your behalf at your instruction, or (c) authenticate your authorized End Users so they can access data and applications that you control. There may be other processing activities undertaken by FalconSoft pursuant to the manner in which you design or employ the Service.
We will process Your Customer Data for the Purpose and in accordance with the Agreement or instructions you give us through Your Account. You agree that the Agreement and the instructions given through Your Account are your complete and final instructions to us in relation to your Customer Data. Additional instructions outside the scope of this DPA require prior written agreement between you and us, including agreement on any additional fees payable by you to us for carrying out such instructions.
6. COMPLIANCE WITH LAWS
You will ensure that your instructions comply with all laws, regulations and rules applicable in relation to your Customer Data and that your Customer Data is collected lawfully by you or on your behalf and provided to us by you in accordance with such laws, rules and regulations. You will also ensure that the processing of your Customer Data in accordance with your instructions will not cause or result in us or you breaching any laws, rules or regulations (including EU Data Protection Law). You are responsible for reviewing the information available from us relating to data security pursuant to the Agreement and making an independent determination as to whether the Service meet your requirements and legal obligations as well as your obligations under this DPA. FalconSoft will not access or use Your Customer Data except as provided in the Agreement, as necessary to maintain or provide the Service or as necessary to comply with the law or binding order of a governmental, law enforcement or regulatory body.
You are responsible for any liability or expenses arising from FalconSoft’s compliance with your instructions or requests pursuant to the Agreement which fall outside the standard functionality made available by through the Service, including transferring Customer Data to third-party services outside of FalconSoft Service.
7. NOTIFICATION OF SECURITY INCIDENT
We will provide you notice without undue delay: (a) after becoming aware of and confirming the occurrence of a Security Incident for which notification to you is required under applicable EU Data Protection Laws; (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident. Notification of Security Incidents will be delivered to one or more of Customer’s account administrators by any means FalconSoft selects, including via email. We will provide you with such information about the Security Incident as we are reasonably able to disclose to you, taking into account the nature of the Service, the information available to us and any restrictions on disclosing the information such as for confidentiality. Customer agrees that an unsuccessful Security Incident will not be subject to the same obligations outlined in this DPA under applicable EU Data Protection Laws. Our obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by FalconSoft of any fault or liability of FalconSoft with respect to the Security Incident. Despite the foregoing, FalconSoft’s obligations under this Section do not apply to incidents that are caused by you, any activity in Your Account and/or third-party services.
8. REASONABLE ASSISTANCE WITH COMPLIANCE
We will, to the extent that you cannot reasonably do so through the Service, Your Account or otherwise, provide reasonable assistance to you in the event of an investigation by a competent regulator, including a data protection regulator or similar authority, if and to the extent that such investigation relates to the processing of Customer Data by FalconSoft on your behalf in accordance with this DPA, taking into account the nature of the Service and information available to us. You will be responsible for our reasonable costs arising from our provision of such assistance. FalconSoft may charge a reasonable fee for such requested assistance except where such investigation arises from a breach by FalconSoft of the Agreement or this DPA, to the extent permitted by applicable law.
9. SECURITY MEASURES
FalconSoft shall implement, and maintain throughout the term of the Agreement and this DPA at all times in accordance with then current good industry practice, appropriate technical and organizational measures to protect Customer Data in accordance with EU Data Protection Law. At your request, FalconSoft will provide a written description of the security measures being taken at the time of the request. You agree that you may be required to agree to a non-disclosure agreement with FalconSoft before we share any such information with you. We may change our security measures at any time, but will not do so in a way that adversely affects the security of Customer Data. We take steps to ensure that any natural person acting under our authority who has access to Customer Data does not process it except on our instructions, unless such person is required to do so under applicable law, and that personnel authorized by us to process Customer Data have committed themselves to relevant confidentiality obligations or are under an appropriate statutory obligation of confidentiality.
You agree that we can share your Customer Data with Sub-Processors in order to provide you the Service. We will impose contractual obligations on our Sub-Processors, and contractually obligate our Sub-Processors to impose contractual obligations on any further sub-contractors which they engage to process Customer Data, which provide the same level of data protection for Customer Data in all material respects as the contractual obligations imposed in this DPA, to the extent applicable to the nature of the Service provided by such Sub-Processor. A list of our current Sub-Processors as of the effective date of this DPA is available in Exhibit A below.
FalconSoft will notify Customer in advance (by email and by notice in the Service) of any changes to the list of Sub-Processors in place on the effective date of this DPA, except for emergency replacements or deletions of Sub-Processors without replacement. If you object to any Sub-Processor and your objection is reasonable and related to data protection concerns, we will use commercially reasonable efforts to make available to you a means of avoiding the processing by the protested Sub-Processor. If we are unable to make available such suggested change within a reasonable period of time, we will notify you and if you still object to our use of such Sub-Processor, you may cancel or terminate Your Account or, if possible, the areas of the Service that involve use of such Sub-Processor. Except as set forth in this section, or as you may otherwise authorize, we will not permit any Sub-Processor to access your Customer Data. Except as set forth in this section, if you object to any Sub-Processors, you may not use or access the Service.
FalconSoft may change a Sub-Processor where the reason for the change is outside of FalconSoft’s reasonable control. In this case, FalconSoft will inform Customer of the replacement Sub-Processor as soon as possible. Customer retains its right to object to a replacement Sub-Processor as laid forth in this section.
FalconSoft will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of any Sub-Processor or their further sub-contractors that process Your Customer Data and cause FalconSoft to breach any of FalconSoft’s obligations under this DPA, solely to the extent that FalconSoft would be liable under the Agreement if the act or omission was FalconSoft’s own.
FalconSoft shall ensure that any person it authorizes to process Customer Data shall protect the Customer Data in accordance with FalconSoft’s confidentiality obligations under the Agreement and this DPA. FalconSoft will not disclose Customer Data to any government or any other third party, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order).
12. INFORMATION REQUESTS
FalconSoft shall make available to you all information necessary to demonstrate compliance with the obligations in this DPA and allow for and contribute to audits, conducted by you or an auditor mandated by you. FalconSoft will inform you if, in its opinion, an instruction infringes on EU Data Protection Laws. FalconSoft will also assist you with conducting any legally required data protection impact assessments (including subsequent consultation with a supervisory authority), if so required by the EU Data Protection Law, taking into account the nature of processing and the information available to FalconSoft. FalconSoft may charge a reasonable fee for such assistance with information requests, audits, or impact assessments, as permitted by applicable law.
13. DATA SUBJECT REQUESTS
You are responsible for handling any requests or complaints from Data Subjects with respect to their personal data processed by FalconSoft as Customer Data under this DPA. FalconSoft will provide reasonable and timely response notifying you if we receive any such requests or complaints, unless prohibited by applicable law.
14. DATA TRANSFERS
You authorize us to transfer Customer Data away from the country in which such data was originally collected. In particular, you authorize us to transfer Customer Data to the U.S. We will transfer Customer Data to outside the EEA using the principles of the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks or another lawful data transfer mechanism that is recognized under EU Data Protection Law as providing an adequate level of protection for such data transfers.
15. RETURN OR DELETION OF CUSTOMER DATA
The Service provides features which allow the Customer, the data controller, to download and delete Customer Data. Upon termination of Your Account for any reason, FalconSoft will delete Customer Data in accordance to our data retention policies and legal obligations, or at your request by contacting FalconSoft here. Your requests to return or delete Customer Data may not be fulfilled to the extent that FalconSoft is required by legal obligations or EU Data Protection Law.
16. LIMITATIONS OF LIABILITY
The liability of each party under this DPA is subject to the exclusions and limitations of liability set out in the Agreement. You agree that any regulatory penalties or claims by data subjects or others incurred by FalconSoft in relation to Customer Data that arise as a result of, or in connection with, your failure to comply with your obligations under this DPA or EU Data Protection Law shall count towards and reduce FalconSoft’s liability under the Agreement as if it were liability to the Customer under the Agreement.
17. CONFLICT AND TERMINATION OF AGREEMENTS
In the event of a conflict between this DPA and the Agreement, this DPA will prevail. This DPA shall continue in force until the termination of the Agreement.
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