WHEREAS, pursuant to the Terms of Service, Unitronics provides Customer access to use Unitronics’ proprietary platform for the management of IoT and Secure Remote Access services; (the “Service”); and
WHEREAS, the Service involves processing certain personal data of employees and other data subjects of Customer;
THEREFORE, Unitronics and Customer agree as follows:
1. Customer commissions, authorizes and requests that Unitronics provide Customer the Service, which involves Processing Personal Data (as these capitalized terms are defined and used in the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), referred to as “Data Protection Law”).
The terms “Processor”, “Controller”, “Personal Data”, “Data Subject”, “Process”, “Personal Data Breach” and any other capitalized terms not expressly defined in this DPA or in the Terms of Service shall have the meaning ascribed to them in Data Protection Law.
2. The subject matter and purposes of the Processing activities are the provision of the Service, including maintenance, support, enhancement and deployment of the same. The Personal Data Processed may include, without limitation:
2.1. Names, titles and contact information of Customer’s employees, agents and anyone on Customer’s behalf who is authorized to use the Service.
3. The Data Subjects about whom Personal Data is Processed are:
3.1. Customer’s employees, agents and anyone on Customer’s behalf who is authorized to use the Service;
3.2. End users of the Customer’s products Using the Service.
4. Customer and Unitronics are each responsible for complying with the Data Protection Law applicable to them in their roles as Controller and Processor, respectively. With respect to those activities of Unitronics as a Processor, Unitronics will Process the Personal Data only as set forth in this DPA or as per Customer’s documented instructions, only on Customer’s behalf and for as long as Customer instructs Unitronics to do so.
5. Customer shall at a minimum –
5.1. Substantiate the legal basis of and legitimize the Processing of Personal Data through the Service, as necessary under Data Protection Law. Customer may only use the Service to process personal data pursuant to a recognized and applicable lawful basis under Data Protection Law, such as (by way of example only) consent or legitimate interest.
5.2. Have, properly publish and abide by an appropriate privacy policy that complies with all Data Protection Law relating to Personal Data and its Processing through the Service.
6. With respect to those activities of Unitronics as a Processor, Unitronics will Process the Personal Data only on documented instructions from Customer that are provided through the Service’s various control and configuration options, unless Unitronics is otherwise required to do so by law to which it is subject (and in such a case, Unitronics shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest). Unitronics shall immediately inform Customer if, in Unitronics' opinion, an instruction is in violation of Data Protection Law. Customer may use the Service’s various control and configuration options to assist it in connection with its obligations under the GDPR.
7. Customer is solely responsible for determining the lawfulness of the data Processing instructions it provides to Unitronics and shall provide Unitronics only instructions that are lawful under Data Protection Law.
8. Unitronics, through the Service’s various control and configuration options available to Customer, will follow Customer’s instructions to accommodate Data Subjects’ requests to exercise their rights in relation to their Personal Data, including accessing their data, correcting it, restricting its processing or deleting it. Unitronics will pass on to Customer requests that it receives from Data Subjects regarding their Personal Data Processed by Unitronics.
9. Additional instructions of the Customer outside the scope of the Service’s control and configuration options require prior and separate agreement between Customer and Unitronics, including agreement on additional fees (if any) payable to Unitronics for executing such instructions.
10. Customer acknowledges and agrees that Unitronics uses the sub-processors listed in Unitronics’ List of Sub-Processors.
11. Customer authorizes Unitronics to engage another sub-processor for carrying out specific processing activities of the Service, provided that Unitronics informs Customer at least 14 days in advance of any new or substitute sub-processor, in which case Customer shall have the right to object, on reasoned grounds, to that new or replaced sub-processor. If Customer so objects, and Unitronics notifies Customer in writing that it nevertheless opts to use that new or replaced sub-processor, then Customer may terminate the Agreement for convenience, without liability to Unitronics for such premature termination.
12. Unitronics and its sub-processors will only Process the Personal Data in member states of the European Economic Area, in territories or territorial sectors recognized by an adequacy decision of the European Commission, as providing an adequate level of protection for Personal Data pursuant to Articles 45 or 46 of the GDPR, or using adequate safeguards as required under Data Protection Law governing cross-border data transfers (e.g., Model Clauses). To this end, Customer authorizes Unitronics to enter on Customer’s behalf into Model Clauses agreements with sub-processors.
13. Unitronics will procure that the sub-processors Process the Personal Data in a manner consistent with Unitronics’ obligations under this DPA and Data Protection Law, particularly Article 28 of the GDPR, with such obligations imposed on that sub-processor by way of law or contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR.
14. In Processing Personal Data, Unitronics will implement appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.
15. Unitronics will ensure that its staff authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
16. Unitronics shall provide Customer will all information necessary and will allow for and contribute to audits, including carrying out inspections on Unitronics' business premises conducted by Customer or another auditor mandated by Customer during normal business hours and subject to a prior notice to Unitronics of at least 30 days as well as appropriate confidentiality undertakings by Customer covering such inspections and in order to establish Unitronics' compliance with its obligations under this DPA and Data Protection Law as regards the Personal Data that Unitronics processes on behalf of Customer. If such audits entail material costs or expenses to Unitronics, Unitronics and Customer shall first come to agreement on Customer’s reimbursement to Unitronics for such costs and expenses.
17. Unitronics shall without undue delay notify Customer of any Personal Data Breach that it becomes aware of regarding Personal Data of Data Subjects that Unitronics Processes. Unitronics will use commercial efforts to mitigate the breach and prevent its recurrence. Customer and Unitronics will cooperate in good-faith on issuing any statements or notices regarding such breaches, to authorities and Data Subjects.
18. Unitronics will assist Customer with the eventual preparation of data privacy impact assessments and prior consultation as appropriate, provided, however, that if such assistance entails material costs or expenses to Unitronics, the parties shall first come to agreement on Customer reimbursing Unitronics for such costs and expenses.
19. Unitronics will provide Customer prompt notice of any request it receives from authorities to produce or disclose Personal Data it has Processed on Customer’s behalf, so that Customer may contest or attempt to limit the scope of production or disclosure request, unless Unitronics is prohibited by law to provide this notice.
20. In the event that Customer’s Personal Information processed by Unitronics is subject to the California Consumer Privacy Act of 2018 (CCPA), Cal. Civ. Code §1798.140; the following will apply (any capitalized terms in this Section 22 that were not defined in this Addendum shall have the meaning ascribed to them in the CCPA):
20.1. Unitronics is a Service Provider as this term is defined in the CCPA.
20.2. Unitronics is prohibited from retaining, using or disclosing Customer’s Personal Information for: (a) any purpose other than the purpose of properly performing, or for any commercial purpose other than as reasonably necessary to provide, the technical support for Unitronics’ product and/or services or as otherwise permitted under 11 CCR §999.314(c); (b) Selling the Customer’s Personal Information; and (c) retaining, using or disclosing the Customer’s Personal Information outside of the direct business relationship between the parties, except as permitted under 11 CCR §999.314(c).
20.3. If Unitronics receives a request from a California Consumer of the Customer, about his or her Personal Information, Unitronics shall not comply with the request itself, inform the consumer that Unitronics is merely a Service Provider that follows Customer’s instruction, and inform the Consumer that they should submit the request directly to the Customer and provide the Consumer with the Customer’s contact information.
20.4. Section 12 shall not apply to the Processing of Customer’s Personal Information to the extent that Customer’s Personal Information is subject only to the CCPA and not to any other Data Protection Law. Any other terms in this DPA will apply to Unitronics’ Processing of Customer’s Personal Information, mutatis mutandis.
21. All notices required or contemplated under this DPA to be sent by Unitronics will be sent either by electronic mail to Customer to the email address that Unitronics has on file for the Customer’s main contact person.
22. Upon Customer’s request, Unitronics will delete the Personal Data it has Processed on Customer’s behalf under this DPA from its own and its sub-processor’s systems, or, at Customer’s choice, use the Service’s tools to obtain the data before its deletion, and upon Customer’s request, will furnish written confirmation that the Personal Data has been deleted pursuant to this section.
23. The duration of Processing that Unitronics performs on the Personal Data is for the period set out in the Terms of Service. This DPA shall prevail in the event of inconsistencies between it and the Terms of Service or subsequent agreements entered into or purported to be entered into by Unitronics and Customer after the date of this DPA – except where explicitly agreed otherwise in writing.
24. Unitronics’ and Customer’s liability under this DPA shall be pursuant to the liability clauses in the Terms of Service.