This GDPR Data Processing Agreement Addendum forms part of the Terms of Service available at https://topi.com/terms. The purpose of this DPA is to reflect the parties’ agreement with regard to the processing of personal data in accordance with the requirements of Data Protection Legislation as defined below.
Without limiting Topi's obligations under the Terms of Service, to the extent that Licensee stores, transmits, collects, or otherwise uses EU Personal Data (as defined below) Topi will comply with the following additional provisions. As used herein, “Agreement” means, collectively, the Terms of Service, this Addenda, and any other agreements entered into by the parties with respect to Licensee’s use of the Topi Platform.
- Definitions. Capitalized terms used in this section will have the meaning set forth below.
- “Data Breach” means any security breach, or any similar or equivalent comprise which leads to the unintended, accidental, unauthorized or unlawful loss, disclosure of, or access to, EU Personal Data by any Processor.
- “Data Controller” has the meaning given to it under the GDPR.
- “Data Processor” has the meaning given to it under the GDPR.
- “Data Protection Laws” means any data protection, privacy or similar laws or regulations anywhere in the world relating to the processing or other use of personal data, including the GDPR, that apply in relation to any Personal Data processed in connection with this Agreement.
- “EU Data Subject” will have the meaning given to “Data Subject” under the GDPR.
- “EU Personal Data” will have the meaning given to “Personal Data” under the GDPR.
- “GDPR” means 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with regard to the processing of personal data and on the free movement of such data, and to the extent the GDPR is no longer applicable in the United Kingdom, any implementing legislation or legislation having equivalent effect in the United Kingdom.
- “Licensee Personal Data” means EU Personal Data that is processed by Topi or any Topi employees, agents or personnel in performing its obligations under this Agreement or which is otherwise made available directly or indirectly to Topi or its employees, agents or personnel by Licensee.
- “Processing” will have the meaning given to it under the GDPR.
- “Processor Security Obligations” will mean Article 32 of the GDPR.
- “Supervisory Authority” has the meaning given to it under the GDPR.
- Compliance. Topi will comply with its obligations under applicable Data Protection Laws. Topi will ensure that all Topi employees, subcontractors and other personnel will comply with obligations that are equivalent to the obligations imposed on Topi under this section to the extent that such Topi employees, subcontractors and personnel carry out any processing of Licensee Personal Data under or in connection with this Agreement. Topi will not intentionally perform any act that puts Licensee in breach of its obligations under applicable Data Protection Laws, and Topi will notify Licensee if in Topi's opinion performance of a Licensee instruction would result in breach of applicable Data Protection Laws. Nothing in this Agreement will be deemed to prevent either party from taking the steps it reasonably deems necessary to comply with applicable Data Protection Laws.
- General. The Parties acknowledge that: (i) Licensee alone will determine the purposes for which and the manner in which Licensee Personal Data are, or are to be, processed in the performance of this Agreement; (ii) Licensee will be the Data Controller in respect of all Licensee Personal Data; (iii) Topi will be the Data Processor in respect of Licensee Personal Data; and (iv) Topi will only process Licensee Personal Data for the limited purpose of performing its obligations under, and during the term of, this Agreement.
- Requests. In a manner that conforms to any timescales set out in applicable Data Protection Laws, (and, in any event, as soon as reasonably practicable, if sooner, or as specified below in this section), Topi will comply with any written request by Licensee to: (i) correct or delete inaccurate Licensee Personal Data; (ii) provide a copy of Licensee Personal Data relating to an EU Data Subject in the possession or control of Topi; (iii) provide information about the Processing of Licensee Personal Data including information (or a report in sufficient detail if requested by Licensee, within thirty (30) days of such request) about the technical and organizational security measures that it uses to comply with the Processor Security Obligations or information about how its processing of Licensee Personal Data complies with applicable Data Protection Laws; (iv) within ten (10) days of such request or notice (as applicable) from Licensee, assist and provide the required information in respect of any request or notice, or any anticipated request or notice, by or on behalf of any EU Data Subject or by a Supervisory Authority in respect of Licensee Personal Data; (v) delete or return to Licensee the Licensee Personal Data after the end of the provision of the services related to the processing, unless otherwise required by applicable law; and (vi) otherwise provide reasonable assistance to Licensee as necessary to allow Licensee to comply with applicable Data Protection Laws.
- Use. Topi will not, without Licensee’s prior written consent: (i) use Licensee Personal Data for Topi’s own purposes; or (ii) carry out the processing by automatic means of any Licensee Personal Data for the purpose of evaluating matters about an EU Data Subject that constitutes the sole basis for any decision that significantly affects such Data Subject.
- Transfer. Topi may disclose Licensee Personal Data throughout the world to fulfill the purposes described above. This may include transferring Licensee Personal Data to other countries (including countries located outside the European Economic Area) that have different data protection regimes and which are not deemed to provide an adequate level of protection for EU Personal Information. To ensure that your Licensee Personal Data is sufficiently protected when transferred outside the EEA Topi has self-certified its compliance with the US Privacy Shield with the U.S. Department of Commerce. Topi will engage subcontractors only pursuant to Licensee’s general or specific authorization. Licensee specifically authorizes the engagement of Topi’s parent, subsidiaries, and other companies under common control with Topi as subcontractors. Licensee generally authorizes the Topi’s engagement of any other third parties as subcontractors. When engaging any subcontractor, Topi will enter into a written contract with such subcontractor containing data protection obligations not less protective than those in this DPA, to the extent applicable to the nature of the services provided by such subcontractor. Where Topi engages a subcontractor pursuant to Licensee’s general authorization, Topi will, at least 30 days before the new subcontractor processes any Licensee Personal Data, notify Licensee of the engagement. Licensee may object to such subcontractor by providing written notice to Topi within ten (10) business days of being informed of the engagement. In the event Licensee objects to a new subcontractor, Licensee and Topi will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Licensee may, as its sole and exclusive remedy, terminate the agreement impacted by the subcontractor by providing written notice to Topi. Topi’s current list of subcontractors is available here, and such list may be updated by Topi from time to time.
- Complaints. Topi will promptly notify Licensee if any complaints are received by Topi from third parties about the processing of Licensee Personal Data, and Topi will not make any admissions, settle or take any action which may be prejudicial to the defense or settlement of any such complaint and will provide to Licensee such reasonable assistance, at Licensee’s cost, as it may require in connection with such complaint. If Topi acquires, on behalf of and independently from Licensee, any EU Personal Data from EU Data Subjects as part of the Services, Topi will give such individuals a data protection notice describing the intended use of such EU Personal Data, in a form provided or approved by Licensee. Without prejudice to its other obligations under this Agreement, if Topi becomes aware of any unauthorized, unlawful or dishonest conduct or activities or any breach of this section (including the occurrence of any Data Breach), Topi will promptly notify Licensee and provide all relevant information reasonably required by Licensee about such conduct, activities and/or breaches.
- Topi Security Obligations. Topi acknowledges that it is obliged to comply with the Processor Security Obligations (including management of on-going compliance and effective security management) in respect of Licensee Personal Data and, in particular, that it will comply with the following obligations: (i) take appropriate technical and organizational security measures to safeguard against any unauthorized and unlawful processing of Licensee Personal Data and against any accidental loss or destruction of, or damage to, EU Personal Data; (ii) only process Licensee Personal Data in accordance with written instructions given by Licensee; (iii) take reasonable steps to ensure the reliability of those Topi employees, agents or other personnel that have access to Licensee Personal Data; and (iv) ensure that all Topi employees, agents or other personnel involved in processing Licensee Personal Data have undergone reasonably adequate training in the care and handling of EU Personal Data.
Audit. If a relevant data protection Supervisory Authority is required by law or regulation to audit the data processing facilities from which Topi processes Personal Data in order to ascertain and/or monitor compliance with Data Protection Requirements, then Topi will cooperate with the audit at Licensee’s expense.