SQUIRE - Data Protection Policy
This Data Protection Addendum dated 16/12/2022
1.1. In this Data Protection Addendum defined terms shall have the same meaning, and the same rules of interpretation shall apply as in the remainder of this Agreement. In addition, in this Data Protection Addendum the following definitions have the meanings given below:
means the following to the extent forming part of the laws of Ireland as applicable and binding on either party or the Services:
(a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time;
(b) the common law and laws of equity as applicable to the parties from time to time;
(c) any binding court order, judgment or decree; or
(d) any applicable direction, policy, rule or order made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
has the meaning given to that term in Data Protection Laws;
Data Protection Laws
means as applicable and binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Losses
means all liabilities, including all:
(a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and
(b) to the extent permitted by Applicable Law:
(i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority;
(ii) compensation which is ordered by a court or Supervisory Authority to be paid to a Data Subject; and
(iii) the reasonable costs of compliance with investigations by a Supervisory Authority;
has the meaning given to that term in Data Protection Laws;
Data Subject Request
means a request made by a Data Subject to exercise any rights of Data Subjects under Chapter III of the GDPR;
means the General Data Protection Regulation, Regulation (EU) 2016/679 (including as further amended or modified by the laws of Ireland from time to time);
means the organisations, bodies, persons and other recipients to which Transfers of the Protected Data are prohibited under paragraph 7.1 without the Customer’s prior written authorisation;
means such legally enforceable mechanism(s) for Transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
List of Sub-Processors
means the list of Sub-Processors used by the Supplier attached hereto, as Updated from time to time;
has the meaning given to that term in Data Protection Laws;
Personal Data Breach
means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;
has the meaning given to that term in Data Protection Laws (and related terms such as process, processes and processed have corresponding meanings);
has the meaning given to that term in paragraph 3.1.1;
has the meaning given to that term in Data Protection Laws;
means Personal Data in the Customer Data;
means a Processor engaged by the Supplier or by any other Sub-Processor for carrying out processing activities in respect of the Protected Data on behalf of the Customer;
means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws; and
bears the same meaning as the word ‘transfer’ in Article 44 of the GDPR (and related terms such as Transfers, Transferred and Transferring have corresponding meanings).
2. Processor and Controller
2.1. The parties agree that, for the Protected Data, the Customer shall be the Controller and the Supplier shall be the Processor. Nothing in this Agreement relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.
2.2. To the extent the Customer is not sole Controller of any Protected Data it warrants that it has full authority and authorisation of all relevant Controllers to instruct the Supplier to process the Protected Data in accordance with this Agreement.
2.3. The Supplier shall process Protected Data in compliance with:
2.3.1. the obligations of Processors under Data Protection Laws in respect of the performance of its obligations under this Agreement; and
2.3.2. the terms of this Agreement.
2.4. The Customer shall ensure that it, its Affiliates and each Authorised User shall at all times comply with:
2.4.1. all Data Protection Laws in connection with the processing of Protected Data, the use of the Services (and each part) and the exercise and performance of its respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and
2.4.2. the terms of this Agreement.
2.5. The Customer warrants, represents and undertakes, that at all times:
2.5.1. the processing of all Protected Data (if processed in accordance with this Agreement) shall comply in all respects with Data Protection Laws, including in terms of its collection, use and storage
2.5.2. fair processing and all other appropriate notices have been provided to the Data Subjects of the Protected Data (and all necessary consents from such Data Subjects obtained and at all times maintained) to the extent required by Data Protection Laws in connection with all processing activities in respect of the Protected Data which may be undertaken by the Supplier and its Sub-Processors in accordance with this Agreement;
2.5.3. the Protected Data is accurate and up to date and without prejudice to any other provision of this Agreement, it will be responsible for the legality, reliability, integrity, accuracy and quality of the Protected Data;
2.5.4. except to the extent resulting from Transfers to International Recipients made by the Supplier or any Sub-Processor, the Protected Data is not subject to the laws of any jurisdiction outside of Ireland;
2.5.5. it shall establish and maintain adequate security measures to safeguard the Protected Data in its possession or control (including from unauthorised or unlawful destruction, corruption, processing or disclosure) and maintain complete and accurate backups of all Protected Data provided to the Supplier (or anyone acting on its behalf) so as to be able to immediately recover and reconstitute such Protected Data in the event of loss, damage or corruption of such Protected Data by the Supplier or any other person;
2.5.6. all instructions given by it to the Supplier in respect of Personal Data shall at all times be in accordance with Data Protection Laws including, without prejudice to the generality of the foregoing, that it has all necessary and appropriate consents and notices in place to enable lawful transfer of any Protected Data to the Supplier for the duration and purpose of this Agreement; and
2.5.7. it has undertaken due diligence in relation to the Supplier’s processing operations and commitments and it is satisfied (and at all times it continues to use the Services remains satisfied) that:
(a) the Supplier’s processing operations are suitable for the purposes for which the Customer proposes to use the Services and engage the Supplier to process the Protected Data;
(b) the technical and organisational measures set out in this Agreement shall (if the Supplier complies with its obligations under this Agreement) ensure a level of security appropriate to the risk in regard to the Protected Data as required by Data Protection Laws; and
(c) the Supplier has sufficient expertise, reliability and resources to implement technical and organisational measures that meet the requirements of Data Protection Laws.
3. Instructions and details of processing
3.1. Insofar as the Supplier processes Protected Data on behalf of the Customer, the Supplier:
3.1.1. unless required to do otherwise by Applicable Law, shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with the Customer’s documented instructions as set out in this Agreement (including with regard to Transfers of Protected Data to any International Recipient), as Updated from time to time (Processing Instructions);
3.1.2. if Applicable Law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and
3.1.3. shall promptly inform the Customer if the Supplier becomes aware of a Processing Instruction that, in the Supplier’s opinion, infringes Data Protection Laws, provided that:
(a) this shall be without prejudice to paragraphs 2.4 and 2.5; and
(b) to the maximum extent permitted by Applicable Law, the Supplier shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities (including any Data Protection Losses) arising from or in connection with any processing in accordance with the Processing Instructions following the Customer’s receipt of the information required by this paragraph 3.1.3.
3.3. The Customer acknowledges and agrees that the execution of any computer command to process (including deletion of) any Protected Data made in the use of any of the Subscribed Services by an Authorised User will be a Processing Instruction (other than to the extent such command is not fulfilled due to technical, operational or other reasons. The Customer shall ensure that Authorised Users do not execute any such command unless authorised by the Customer (and by all other relevant Controller(s)) and acknowledges and accepts that if any Protected Data is deleted pursuant to any such command the Supplier is under no obligation to seek to restore it.
3.4. Subject to applicable Subscribed Service Specific Terms or the Order Form the processing of the Protected Data by the Supplier under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in the schedule.
4. Organisational measures
4.1. The Supplier shall implement and maintain organisational measures to assist the Customer insofar as is possible (taking into account the nature of the processing) in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Protected Data, in each case at the Customer’s cost on a time and materials basis in accordance with the Supplier’s Standard Pricing Terms. The parties have agreed that (taking into account the nature of the processing) the Supplier’s compliance with paragraph 6.1 shall constitute the Supplier’s sole obligations under this paragraph 4.1.
5. Using staff and other Processors
5.1. Subject to paragraph 5.2, the Supplier shall not engage (nor permit any other Sub-Processor to engage) any Sub-Processor for carrying out any processing activities in respect of the Protected Data in connection with this Agreement without the Customer’s prior written authorisation. The Customer shall not unreasonably object to any new Sub-Processor (or any change to any of the Sub-Processors).
5.2. The Customer:
5.2.1. authorises the appointment of each of the Sub-Processors identified on the List of Sub-Processors as at Order Acceptance; and
5.2.2. authorises the appointment of each Sub-Processor (or any change to any of the Sub-Processors) identified on the List of Sub-Processors as Updated from time to time. The Customer’s right to object to the appointment of a new Sub-Processor (or any change to any of the Sub-Processors) following the relevant Update Notice introducing that change may be exclusively exercised by terminating this Agreement in accordance its rights following the Update Notification introducing the change before that Update takes effect in accordance with this Agreement.
5.3. The Supplier shall:
5.3.1. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure each Sub-Processor is appointed under a written contract;
5.4. The Supplier shall ensure that all natural persons authorised by it to processProtected Data are subject to a binding written contractual obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case the Supplier shall, where practicable and not prohibited by Applicable Law, notify the Customer of any such requirement before such disclosure).
6. Assistance with compliance and Data Subject rights
6.1. The Supplier shall refer all Data Subject Requests it receives to the Customer without undue delay. The Customer shall pay the Supplier for all work, time, costs and expenses incurred by the Supplier or any Sub-Processor(s) in connection with such activity, calculated on a time basis at the Supplier’s rates as provided by the Supplier from time to time.
6.2. The Supplier shall provide such assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to the Supplier) to the Customer in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
6.2.1. security of processing;
6.2.2. data protection impact assessments (as such term is defined in Data Protection Laws);
6.2.3. prior consultation with a Supervisory Authority regarding high risk processing; and
6.2.4. notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Personal Data Breach,
provided the Customer shall pay the Supplier for all work, time, costs and expenses incurred the Supplier or any Sub-Processor(s) in connection with providing the assistance in this paragraph 6.2 calculated on a time basis at the Supplier’s rates set out in the Supplier’s Standard Pricing Terms.
7. International data Transfers
7.1. Subject to paragraphs 7.2, 7.3 and 7.5, the Supplier shall not Transfer any Protected Data:
7.1.1. to any country or territory outside the EU; and/or
7.1.2. to an organisation and/or its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries,
without the Customer’s prior written authorisation except where required by Applicable Law (in which case the provisions of paragraph 3.1 shall apply).
7.2 The Customer acknowledges that if it or its Authorised Users are based outside of the EU, protected data may, in the course of performing the Services, be transferred to those jurisdictions. In such circumstances, the Customer shall ensure that Lawful Safeguards are in place and that such Transfer is in compliance with all Applicable Laws.
7.3. The Customer hereby authorises the Supplier (or any Sub-Processor) to Transfer any Protected Data for the purposes referred to in paragraph 3.4 to any International Recipient(s) in accordance with paragraph 7.4, provided all Transfers of Protected Data by the Supplier of Protected Data to an International Recipient shall (to the extent required under Data Protection Laws) be effected by way of Lawful Safeguards and in accordance with Data Protection Laws and this Agreement. The provisions of this Agreement (including this Data Protection Addendum) shall constitute the Customer’s instructions with respect to Transfers in accordance with paragraph 3.1.1.
7.4. The Customer acknowledges that due to the nature of cloud services, the Protected Data may be Transferred to other geographical locations in connection with use of the Services further to access and/or computerised instructions initiated by Authorised Users. The Customer acknowledges that the Supplier does not control such processing and the Customer shall ensure that Authorised Users (and all others acting on its behalf) only initiate the Transfer of Protected Data to other geographical locations if Lawful Safeguards are in place and that such Transfer is in compliance with all Applicable Law
8. Information and audit
8.1. The Supplier shall maintain, in accordance with Data Protection Laws binding on the Supplier, written records of all categories of processing activities carried out on behalf of the Customer.
8.2. On request, the Supplier shall provide the Customer (or auditors mandated by the Customer) with a copy of the third party certifications and audits to the extent made generally available to its customers. Such information shall be confidential to the Supplier and shall be Supplier’s Confidential Information as defined in this Agreement and shall be treated in accordance with applicable terms.
8.2.1. the Customer shall promptly (and in any event within oneBusiness Day) report any non-compliance identified by the audit, inspection or release of information to the Supplier;
8.2.2. the Customer agrees that all information obtained or generated by the Customer or its auditor(s) in connection with such information requests, inspections and audits shall be Supplier’s Confidential Information as defined in this Agreement, and shall be treated in accordance with applicable terms;
8.2.3. the Customer shall ensure that each person acting on its behalf in connection with such audit or inspection (including the personnel of any third party auditor) shall not by any act or omission cause or contribute to any damage, destruction, loss or corruption of or to any systems, equipment or data in the control or possession of the Supplier while conducting any such audit or inspection.
9. Breach notification
9.1. In respect of any Personal Data Breach, the Supplier shall, without undue delay (and in any event within 72 hours):
9.1.1. notify the Customer of the Personal Data Breach; and
9.1.2. provide the Customer with details of the Personal Data Breach.
10. Deletion of Protected Data and copies
Following the end of the provision of the Services (or any part) relating to the processing of Protected Data the Supplier shall dispose of Protected Data in accordance with its obligations under this Agreement. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Protected Data undertaken in accordance with this Agreement.
11. Compensation and claims
11.1. The Supplier shall be liable for Data Protection Losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement:
11.1.1. only to the extent caused by the processing of Protected Data under this Agreement and directly resulting from the Supplier’s breach of this Agreement; and
11.1.2. in no circumstances to the extent that any Data Protection Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this Agreement by the Customer (including in accordance with paragraph 3.1.3(b)).
11.2. If a party receives a compensation claim from a person relating to processing of Protected Data in connection with this Agreement or the Services, it shall promptly provide the other party with notice and full details of such claim.
11.3. The parties agree that the Customer shall not be entitled to claim back from the Supplier any part of any compensation paid by the Customer in respect of such damage to the extent that the Customer is liable to indemnify or otherwise compensate the Supplier in accordance with this Agreement.
11.4. This paragraph 11 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except:
11.4.1. to the extent not permitted by Applicable Law (including Data Protection Laws); and
11.4.2. that it does not affect the liability of either party to any Data Subject.
This Data Protection Addendum (as Updated from time to time) shall survive termination (for any reason) or expiry of this Agreement and continue until no Protected Data remains in the possession or control of the Supplier or any Sub-Processor, except that paragraphs 10 to 12 (inclusive) shall continue indefinitely.
13. Data protection contact
The Supplier’s person responsible for data protection is Rory O’Doherty who may be contacted at firstname.lastname@example.org.
Data processing details
Subject-matter of processing:
Data is processed by Olas through a connection with the Customer’s Telephony, VOIP or Video conferencing solution and/or through the Squire Chrome Extension. That data is processed and the results are rendered available for the Authorised User to examine and pass through to the Customer’s database (ATS). The Customer may choose to pass the processed data directly into the Customer’s database for further use.
Duration of the processing:
Data will be processed until the earlier of final termination or final expiry of this Agreement.
Nature and purpose of the processing:
Data is processed as reasonably required to provide the Subscribed Services and as initiated, requested or instructed by Authorised Users in connection with their use of the Services, or by the Customer, in each case in a manner consistent with this Agreement.
Type of Personal Data:
Personal data processed depends on the Subscribed Service.
Olas processes the user’s email and name.
Categories of Data Subjects:
Authorised Users – Employees of the Customer.
Special categories of Personal Data: