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    DATA PROCESSING AGREEMENT

    (CONTROLLER TO PROCESSOR)

    This Data Processing Agreement (“DPA”) forms part of the License Agreement (“License Agreement”) between you ("you", "Customer" or "your") and Albato Limited, Cyprus, HE 420916 ("Provider," “Processor”, "we," or "us"), together the “Parties” and individually a “Party”.

    This Agreement governs the legal terms for processing by the Provider of the personal data you may need to process by using Albato Services. This DPA forms part of the License Agreement; you do not need to sign it additionally to the License Agreement itself, but in case you need to have a signed copy of the DPA alone, please contact us at support@albato.com.

    On request of a data subject or other person entitled to receive relevant information, a Party shall make a copy of this DPA, including the Schedules as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, a Party may redact part of the text of the DPA (including any Schedule) prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

    WHEREAS

    (A) The Customer acts as Controller, who determines the purposes and means of the processing of personal data;
    (B) The Provider acts as Processor which processes personal data on behalf of the Controller (provided that nothing shall limit the Processor’s right to act as processor for other controllers, being Processor’s customers or not, and act as controller in relation to any third parties);
    (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 wish to ensure compliance with the requirements of 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 (General Data Protection Regulation) and to the maximum extent to other Data Protection Legislation;
    (D) The DPA applies to the processing of personal data as specified in Schedule 1 thereto;
    (E) Schedules to the DPA form an integral part of this DPA;
    (F) 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 DPA shall have the following meanings:
    1.1.1. Terms and expressions defined in the License Agreement shall have the meaning assigned to them in the said Agreement;
    1.1.2. “DPA” means this Data Processing Agreement and all Schedules;
    1.1.3. “Controller Personal Data” means any Personal Data processed by the Processor on behalf of the Controller pursuant to or in connection with the License Agreement;
    1.1.4. “EEA” means the European Economic Area;
    1.1.5. “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;
    1.1.6. “GDPR” means EU General Data Protection Regulation 2016/679;
    1.1.7. “Data Transfer” means:
    1.1.7.1. a transfer of the Controller Personal Data from the Controller to the Processor; or
    1.1.7.2. an onward transfer of the Controller Personal Data from the Processor to a Subcontractor, or between two establishments of the Processor, in each case, where such transfer would not 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);
    1.1.8. “Services” means subscription services provided by the Provider to the Customer under the License Agreement consisting of web-based, application integration, and data linking service accessed through the Albato website.
    1.1.9. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the License Agreement.
    1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Sensitive 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. GENERAL WARRANTY

    The Controller warrants that it has used reasonable efforts to determine that the Processor is able, through the implementation of appropriate technical and organizational measures, to satisfy its obligations under this DPA.

    3. PROCESSING OF CONTROLLER PERSONAL DATA. SAFEGUARDS

    3.1 Processor shall:
    3.1.1. comply with all applicable Data Protection Laws in the Processing of Controller Personal Data; and
    3.1.2. not Process Controller Personal Data other than on the relevant Controller’s documented instructions. Without limiting other means of giving instructions, the Controller hereby instructs Processor to process, during the term of this DPA, personal data in accordance with automated instructions made by the Controller via Processor’s Service connected to Processor’s Software product in accordance with the License Agreement to which this DPA is incorporated. Any instructions via the said Services/Software shall be deemed to be provided by the Controller; and the Controller agrees and acknowledges that the Controller, not the Processor, is responsible for the choice of any Services/Software functionality and its implementation under the License Agreement, and you shall use Service/Software functionality with due care and using reasonably secure mechanisms and your internal systems and software decisions; and
    3.1.3. process Controller Personal Data within the list (but not necessarily each time all the listed data) stated in Schedule 1 hereto. The Controller warrants that the Controller Personal Data to be processed by the Processor hereunder shall not include any Sensitive Data.
    3.1.4. process personal data for the list of data subjects indicated in Schedule 1 hereto;
    3.1.5. The Processor shall process the Controller Personal Data only for the specific purpose(s) of the transfer, as set out in Schedule 2 hereto unless on further instructions from the Controller; and
    3.1.6. The Processor shall process/store the Controller Personal Data only for the period specified in Schedule 3 hereto, and after the elapse of the legal ground to keep the relevant personal data, the Processor shall erase or destroy it.

    3.2. Controller guarantees and warrants that it uses the Services/Software and provides to the Processor for processing the personal data only in compliance with applicable Data Protection Legislation, including without limitation, complying with all Data Subjects' rights, providing all necessary notices and information to them and having all necessary consents and authorizations from the Data Subjects. The personal data to be processed by the Processor is not sold to the Processor or provided for any consideration; it is processed as part of the Services/Software functionality under the License Agreement as part of the Services.
    3.3. In case the Processor has any legal or technical obstacles to process the personal data under Controller instructions, then the Processor shall inform the Controller accordingly and shall await updated instructions.
    3.4. Data Transfers outside the EEA shall be made in accordance with Data Protection Legislation, the list of subcontractors, adequate decisions, or other agreements between the Parties.

    4. PROCESSOR PERSONNEL

    4.1. Processor shall take reasonable steps to ensure the reliability of any employee, agent, or contractor who may have access to the Controller Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Controller Personal Data, as strictly necessary for the purposes of the License Agreement, and to comply with Data Protection Laws in the context of that individual’s duties to the Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

    5. SECURITY

    5.1. 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 Controller 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. The list of major security measures is laid down in Schedule 4 thereto.
    5.2. 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.

    6. SUBPROCESSING

    6.1 The Parties agree that the Processor has Controller’s general authorization to use services of Subprocessors from the list indicated in Schedule 5 hereto. The Processor may change the said list with 30 days prior written notice to the Controller. In case the Controller reasonably objects to the changes to the Subprocessors list, with the provision of reasonable concerns as to the personal data security, then the sole and exclusive remedy for the Controller shall be termination of the License Agreement for convenience with 15 days prior written notice.

    7. DATA SUBJECT RIGHTS

    7.1 Taking into account the nature of the

    Processing, Processor shall assist the Controller by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Controller obligations, as reasonably understood by the Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
    7.2 Processor shall:
    7.2.1 promptly notify the Controller if it receives a request from a Data Subject under any Data Protection Law in respect of the Controller Personal Data, provided that in general availability to answer the Data Subjects is vested in the Controller; and
    7.2.2 ensure that it does not respond to that request except on the documented instructions of the Controller 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 the Controller of that legal requirement before the Processor responds to the request.

    8. PERSONAL DATA BREACH

    8.1 Processor shall notify the Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data, providing the Controller with sufficient information to allow the Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
    8.2 Processor shall cooperate with the Controller and take reasonable commercial steps as are directed by the Controller to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.

    9. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

    9.1 Processor shall provide reasonable assistance to the Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the Controller reasonably considers to be required by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Legislation, in each case solely in relation to the personal data processed hereunder, and taking into account the nature of the processing and information available to the Processor.

    10. AUDIT RIGHTS

    10.1 Subject to this section 10, Processor shall make available to the Controller on request all information reasonably necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Controller or an auditor mandated by the Controller in relation to the processing of the Controller Personal Data hereunder. Any audit and provision of the information shall be at the Controller’s own expense.
    10.2 Information and audit rights of the Controller only arise under section 10.1 above to the extent that the License Agreement does not otherwise provide for the Controller’s right/possibility to receive information and audit rights meeting the relevant requirements of Data Protection Legislation.

    11. GENERAL TERMS

    11.1 Confidentiality. Each Party must keep information it receives about the other Party and its business in connection with this DPA (“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.

    11.2 Notices. All notices and communications given under this DPA must be in writing and will be delivered personally, sent by post, or sent by email to the address or email address indicated by the Parties while entering into or performing under the License Agreement, including the DPA, or at such other address as notified from time to time by the Parties.

    12. GOVERNING LAW. COMPETENT SUPERVISORY AUTHORITY

    12.1 This Agreement is governed by the laws of the Republic of Cyprus.
    12.2 Competent Supervisory Authority: Commissioner for Personal Data Protection, 15, Kypranoros Street, 1061 Nicosia, P.O. Box 23378, 1682 Nicosia, Email: commissioner@dataprotection.gov.cy

    Schedule 1

    Categories of data subjects whose personal data is processed:

    • The data of the Controller and/or Controller’s clients

    Categories of personal data processed:

    • Name, Company name, Email, Phone number, information about the lead form where the request was left, and other data as may be requested by the Controller, including by using Albato interface.

    Nature of the processing:

    • Any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, namely recording, storage, adaptation or alteration, structuring, transmission (transfer), erasure or destruction, encryption, data extraction, use.

    Schedule 2

    Purpose(s) for which the personal data is processed on behalf of the Controller:

    • The personal data will be used to perform the services described in the Agreement to which this DPA is incorporated.

    Schedule 3

    Duration of the processing:

    • Data processing will be for the period until the termination of the Agreement to which this DPA is incorporated.

    Schedule 4

    Major security measures:

    • Access control policy is implemented
    • Employee training on data protection and information security
    • Monitoring the composition of hardware software and information security tools
    • Rules for using email and spam protection
    • Information security risk internal analysis is conducted annually
    • Information security policy is implemented
    • Differentiation of access rights
    • A registry of information assets is maintained
    • Inventory of information assets is carried out annually
    • Risk management policy
    • Areas of responsibility for information security are defined and distributed
    • Information security provisions are included in contracts with counterparties
    • NDAs with employees are signed
    • Employees have access to the training material on information security
    • When an employee quits, they need to complete the steps concerning infosecurity set out in the checklist
    • Confidentiality policy
    • Clean desk policy
    • Clean screen policy
    • Lock screen policy
    • Daily data backup
    • Log of Information security incidents
    • External web application scanning for vulnerabilities
    • An ACL is configured between VLANs
    • Rules are set up to filter incoming traffic; all ports are blocked
    • The recommended data transfer channels are given in the product instruction
    • License Agreements are signed with counterparties
    • Formalized list of positions allowed to process personal data
    • Logins and exits to the admin account are logged
    • The administrator can differentiate access rules for personnel
    • Backups of deleted data are stored for 1 month
    • Processor authorized the persons in charge of communication with Controller and provided means of communication so as to ensure that all the necessary assistance will be provided to the Controller in case of necessity personal data stored on the backups;
    • Processor provides for identification and authorization of Albato system users;
    • Personal data is protected during transmission by Processor by using SSL/TLS;
    • IT security is ensured by way of Code Review, which obligatory comprises code security review;

    Schedule 5

    1. Name: Amazon Web Services, Inc. and/or its affiliates (“AWS”)
      Address: P.O. Box 81226 Seattle, WA 98108-1226
      Contact person’s name, position, and contact details: Data Protection Officer, email: aws-EU-privacy@amazon.com
      Description of processing (including a clear delimitation of responsibilities in case several subprocessors are authorized): Data storage