Data processing

Version 1.0 (2 November 2018)

1. Applicaton of this addendum

1.1 This Data Processing Addendum (Addendum) applies if the Processing (as defined below) of Data (as defined in the service agreement between us and you (Service Agreement)) is governed by the GDPR (as defined below).

1.2 If this Addendum applies, this Addendum forms part of the Service Agreement between us and you (as defined in the Service Agreement) and sets out the parties’ agreement in relation to the processing of Data in accordance with the requirements of European Union data protection laws and regulations.

1.3 As we are located in Singapore, this Addendum also includes Standard Contractual Clauses (as defined below), which are pre-signed by us and form part of this Addendum. If you would like to counter-sign the Standard Contractual Clauses, please complete the necessary details, countersign the Standard Contractual Clauses, and return a counter-signed copy to us at contact@bespokify.com.

1.4 Except as varied in this Addendum (including the Standard Contractual Clauses, if applicable) all terms and conditions set out in the Service Agreement continue to apply.

2. Interpretation

2.1 Unless the context requires otherwise:

a) capitalised terms used, but not defined, in this Addendum will have the meanings given to them in the GDPR (or, if not defined in the GDPR, the Service Agreement);

b) the rules of interpretation set out in the Service Agreement apply to this Addendum; and

c) references to clauses are references to the clauses in this Addendum.

2.2 In this Addendum:

  • Applicable Data Protection Laws means EU Data Protection Laws and any applicable data protection or privacy laws of any other country
  • EEA means the European Economic Area
  • EU Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, the EEA and their member states and (if the United Kingdom ceases to be a member state) the United Kingdom, that apply to the Processing of Data under the Service Agreement, including (where applicable) the GDPR
  • GDPR means the European Union General Data Protection Regulation 2016/679
  • Instruction means the instructions set out in clause 3.3 or agreed under clause 3.4
  • Personal Data means all Data (as defined in the Service Agreement) which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws)
  • Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. Process has a consistent meaning
  • Standard Contractual Clauses means the standard contractual clauses set out in Schedule 3, as may be amended under clause 12.1.
  • Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Service Agreement

2.3 If there is any conflict between any of the following, they will have precedence in the descending order of priority set out below:

a) the Standard Contractual Clauses;

b) this Addendum; and

c) the Service Agreement.

3. Processing of personal data

3.1 With respect to the Processing of Personal Data under the Service Agreement:

a) you act as the Data Controller;

b) we act as the Data Processor; and

c) subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.

3.2 We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including all EU Data Protection Laws that apply to Data Processors.

3.3 You must, when using the Services (as defined in the Service Agreement), comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including all EU Data Protection Laws that apply to Data Controllers.

3.4 You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:

a) as reasonably necessary to provide the Services in accordance with the Service Agreement;

b) as initiated through the use of the Services by you, your Personnel and other end users you allow to use the Services; and

c) to comply with any further instruction from you (including by email or through our support channels) that is consistent with the Service Agreement and this Addendum.

3.5 This Addendum and the Service Agreement are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any additional or alternate instructions must be agreed between us and you separately in writing.

3.6 We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.

3.7 As required by article 28(3) of the GDPR (and, if applicable, equivalent requirements of other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we reasonably consider necessary to meet the requirements of the GDPR (and applicable equivalent requirements of other Applicable Data Protection Laws).

3.8 The duration of Processing is limited to the duration of the Service Agreement. Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum.

3.9 You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws. It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum.

3.10 If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you as soon as reasonably practicable.

4. Data subject requests

4.1 To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).

4.2 Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.

4.3 To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs arising from this assistance.

4.4 We will not respond to a Data Subject Request except on your written request or if required by applicable law.

5. Our personnel

5.1 We will:

a) take reasonable steps to ensure the reliability of any of our Personnel engaged in the Processing of Personal Data;

b) ensure that access to Personal Data is limited to our Personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Service Agreement;

c) ensure that our Personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and

d) ensure that our Personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.

6. Subprocessors

6.1 You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Services.

6.2 We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, as applicable to the nature of the services provided by that Sub-Processor.

6.3 You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum).

6.4 A list of current Sub-Processors for the Services as of the date of publishing this Addendum is set out in Schedule 2. We may update the list of Sub-Processors from time to time and, subject to clause 6.5, we will give at least 30 days’ written notice of any new Sub-Processor.

6.5 We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Services. Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control. In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable.

6.6 If you object to any new Sub-Processor, you may, despite anything to the contrary in the Service Agreement, terminate these Service Agreement and your right to access and use the Services without penalty on written notice, provided (in the case of a new Sub-Processor notified under clause 6.4) your notice of termination is received by us before the effective date of our notice under clause 6.4 or (in the case of a new Sub-Processor notified under clause 6.5) your notice of termination is received by us within 30 days of our notice of the new Sub-Processor. If you do not terminate these Service Agreement and your right to access and use the Services in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.

6.7 We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum.

7. Security

We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data, in accordance with Appendix 2 of the Standard Contractual Clauses.

8. Security breach management

8.1 We will comply with all applicable laws requiring notification to you of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data Processed by us or our Sub-Processors of which we become aware (Breach Incident).

8.2 We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.

9. Audit and complicance

Upon your written request, we will submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR).

10. Data protection impact assessment

Upon your written request, we will provide you with reasonable assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment relating to your use of the Services, to the extent you do not otherwise have access to the relevant information.

11. Return and deletion of personal data

11.1 Subject to clauses 11.2 and 11.3, following termination of the Service Agreement we will delete all Personal Data within a reasonable period from termination of the Service Agreement.

11.2 Subject to clause 11.3, you may submit a written request to us within 10 working days of the termination of the Service Agreement requiring us, within 20 working days of your written request, to:

a) return a complete copy of all Personal Data by secure file transfer in a common format; and

b) delete all other copies of Personal Data Processed by us or any Sub-Processor.

11.3 We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose.

11.4 If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:

a) come as close as possible to a complete and permanent deletion of the Personal Data;

b) fully and effectively anonymise the remaining data; and

c) make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing.

12. Changes in data protection laws

12.1 We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum (including to the Standard Contractual Clauses), which we consider (acting reasonable) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Law.

12.2 If you object to any variation under clause 12.1, you may, despite anything to the contrary in the Service Agreement, terminate these Service Agreement and your right to access and use the Services without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate these Service Agreement and your right to access and use the Services in accordance with this clause, you are deemed to have agreed to the variation.

13. Limitation of liability

The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Service Agreement, and any reference in the Service Agreement to the liability of a party means the aggregate liability of that party under the Service Agreement and this Addendum together.

14. General

If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum.

Schedule 1: Details of processing

Nature and Purpose of Processing

We will Process Personal Data as necessary to provide the Services in accordance with the Service Agreement, as further specified in our online documentation relating to the Services, and as further instructed by you and your Personnel and other end users you allow to use the Services through the use of the Services.

Duration of Processing

Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Service Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:

  • your customers who are natural persons
  • your officers, employees, contractors and agents who are natural persons

Type of Data

You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data:

  • first name
  • last name
  • email address
  • body measurements
  • body shape classifications
  • design preferences and order history

Schedule 2: List of sub-processors

Third party/service vendor purpose Location of subprocessor Policy pages
Google, Inc. Website analytics USA https://policies.google.com/privacy

Schedule 3: Standard contractural clauses (processors)

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