Softlink Information Centres Data Processing Agreement
This Data Processing Agreement (“DPA”) constitutes a legal agreement between you or your organisation (“Customer”) and Softlink (Softlink, “We”, “Us” and “Our”) with respect to the terms governing the Processing of Personal Data under the Softlink services contract (the “Agreement”). “Softlink” includes Softlink America Incorporated, Softlink Europe Ltd, Softlink Pacific Ltd Softlink Australia Pty Ltd, and Softlink International Pty Ltd. This DPA is an amendment to the Agreement and is effective from 01 Jan 2020.
Any terms not explicitly defined in this DPA have the meaning set forth in the Agreement, unless otherwise stated.
1. Definitions
“Data Protection Law” means GDPR unless and until GDPR is no longer directly applicable in the UK, together with any national implementing laws, regulations and secondary legislation as amended or updated from time to time in the UK; and (iii) any successor legislation to the GDPR. The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Process” and “Processing” have the meanings set out in the Data Protection Law.
“GDPR” means the General Data Protection Regulation (EU) 2016/679a.
2. Details of Processing
2.1 Roles of the Parties.
Each Party shall comply with applicable requirements of the Data Protection Law. This paragraph is in addition to and does not replace a Party’s obligations under the Data Protection Law.
The Parties acknowledge and agree that with regard to the Processing of Personal Data, the Customer is the Data Controller, Softlink is the Data Processor and that Softlink may engage sub-processors pursuant to the requirements set forth in section 4.6 below. Softlink may analyse customer data in order to respond to customer comments, customer support queries and customer requested services (for example data cleansing or redaction).
2.2 The purpose of Processing by Softlink, the duration of the Processing and the types of Personal Data and categories of Data Subject are set out below:
Purpose of Processing.
Personal Data will be Processed for purposes of providing the Services set out and otherwise agreed upon in the Agreement. Typically, this will be the provision of library and knowledge management software and support services to the Customer.
Categories of Data Subjects.
Authorised Users of the Customer (employees, customers, partners or any other authorised user as defined by the Customer).
Types of Personal Data.
Ultimately determined by the Customer at its discretion. Common information includes name, email, company, application usage information, or any other electronic data received during the usage of the services.
Duration of Processing.
Personal Data will be processed for the duration stipulated within the Agreement.
3. Customer Obligations
3.1 Customer Personal Data.
The Customer’s instructions to Softlink for Processing any Personal Data shall comply with the Data Protection Law. The Customer will ensure that any Personal Data provided by Customer or Customer’s Authorised Users to Softlink will not violate the Data Protection Law. If the Customer finds out it is carrying out activities contrary to the Data Protection Law, it will immediately notify Softlink.
4. Softlink’s Obligations
4.1 Instructions.
Where the Customer is sole Data Controller, Softlink is instructed to Process Personal Data only for the purposes of providing the data Processing services set out within the scope of the Agreement. Softlink will only process Personal Data on the written instructions of the Customer. If Softlink is required by any applicable laws to process Personal Data it shall, to the extent legally permitted, notify the Customer before doing so.
If Softlink becomes aware and considers that an instruction from the Customer is in violation of the Data Protection Law, Softlink shall immediately inform the Customer about this.
4.2 Confidentiality.
Softlink shall keep Personal Data confidential and will ensure that persons authorised to process the Personal Data have completed relevant training, committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4.3 Security.
Softlink will maintain appropriate organisational and technical security measures to prevent the Personal Data being accidentally lost, destroyed or damaged, processed unlawfully or on an unauthorised basis , appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
Softlink will be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Softlink personnel with respect to Customer Personal Data.
4.4 Data Breach.
Softlink will without undue delay of a Personal Data breach (which has the meaning given to it in the Data Protection Law) notify the Customer about any suspicion or finding of breach of security that results in accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by the Processor under the Agreement.
4.5 Data Subject Requests.
Softlink will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Customer to respond to any request from a Data Subject. If such request is made directly to Softlink, We will promptly inform Customer and will advise the Data Subject to submit their request to the Customer; to such an extent as that is allowed by law.
4.6 Sub-processors.
Softlink shall be entitled to engage sub-processors to fulfil its obligations in the Agreement only with the Customer’s written consent. For these purposes, the Customer consents to the engagement as sub-processors of Softlink’s affiliated companies and the third parties listed in Exhibit A. For the avoidance of doubt, the above authorisation constitutes the Customer’s prior written consent to the sub-processing by Softlink for purposes of the Data Protection Law.
Where We engage sub-processors, the sub-processing shall be carried out in accordance with the Data Protection Law and with at least the same level of protection for the Processing of Personal Data as the Softlink under this DPA.
5. Transfer
Softlink shall not transfer Personal Data outside of the European Economic Area without the prior written consent of the Customer and Softlink shall ensure that the transfer is made in accordance with the Data Protection Law and that the organisations to which the Personal Data is transferred ensure an adequate level of protection.
6. Destruction of Personal Data
At the written direction of the Customer, where the Customer is sole Data Controller, Softlink shall delete or return Personal Data to the Customer on termination of the Agreement unless Softlink is required by law to store the Personal Data.
7. General Provisions
This DPA is an amendment to and forms part of the Agreement.
In case of any conflict, this DPA shall take precedence over the regulations of the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be impacted.
8. Third-Party Audits
Upon Customer’s written request at reasonable intervals, and subject to the security and confidentiality obligations set forth in the Agreement, Softlink shall make available to Customer that is not a competitor of Softlink (or Customer’s independent, third-party auditor that is not a competitor of Softlink) a copy of Softlink’s most recent third-party audits or certifications, as applicable.
Exhibit A
List of Sub-processors
- Amazon Web Services
- Other third-party service providers stated in the Agreement
If you require a signed copy of this agreement, please contact your Account Manager or email supportic@softlinkint.com.