Vincere | Data Processing Agreement

DATA PROCESSING AGREEMENT

ACCESS UK LTD

This DPA is entered into between the Controller and the Processor and is incorporated into and governed by the terms of the Agreement.

1. Definitions

Any capitalized term not defined in this DPA shall have the meaning given to it in the Agreement.

“Affiliate”	means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party;
“Agreement”	means the agreement between the Controller and the Processor for the provision of the Services;
“Controller”	means You;
“Data Protection Laws”	means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, their member states and the United Kingdom any amendments, replacements or renewals thereof, applicable to the processing of Personal Data, including where applicable the Data Protection Act 2018, the GDPR and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426);
“Data Subject”	shall have the same meaning as in Data Protection Laws;
“DPA”	means this data processing agreement together with Exhibits A and B;
“GDPR”	means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;
“Personal Data”	shall have the same meaning as in Data Protection Laws;
“Processor”	means Access UK Ltd;
“Security Policy”	means the Processor’s security document as updated from time to time, and made reasonably available by the Processor;
“Standard Contractual Clauses”	means the EU model clauses for Personal Data transfer from controllers to processors c2010-593 - Decision 2010/87EU, set out in Exhibit B of this DPA;
“Sub-Processor”	means any person or entity engaged by the Processor or its Affiliate to process Personal Data in the provision of the Services to the Controller.

2. Purpose

2.1 The Processor has agreed to provide the System and Services to the Controller in accordance with the terms of the Agreement. In providing the System and Services, the Processor shall process Your Data on behalf of the Controller. Your Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.

3. Scope

3.1 In providing the System and Services to the Controller pursuant to the terms of the Agreement, the Processor shall process Personal Data only to the extent necessary to provide the System and Services in accordance with the terms of the Agreement and this DPA, the Controller’s instructions documented in the Agreement and this DPA and as may be updated from time to time by the Controller.

3.2 The Controller and Processor shall take steps to ensure that any natural person acting under the authority of the Controller or the Processor who has access to Personal Data does not process them except on the instructions from the Controller unless he or she is required to do so by any Data Protection Laws.

4. Processor Obligations

4.1 The Processor may collect, process or use Personal Data only within the scope of this DPA.

4.2 The Processor confirms that it shall process Personal Data on behalf of the Controller and shall take steps to ensure that any person acting under the authority of the Processor who has access to Personal Data shall only process the Personal Data on the documented instructions of the Controller

4.3 The Processor shall promptly inform the Controller, if in the Processor’s opinion, any of the instructions regarding the processing of Personal Data provided by the Controller, breach any Data Protection Law.

4.4 The Processor shall ensure that all employees, agents, officers and contractors involved in the handling of Personal Data: (i) are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential; (ii) have received appropriate training on their responsibilities as a data processor; and (iii) are bound by the terms of this DPA.

4.5 The Processor shall implement appropriate technical and organisational procedures to protect Personal Data, 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.

4.6 The Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

4.7 The technical and organisational measures detailed in the Security Policy shall at all times be adhered to as a minimum security standard. The Controller accepts and agrees that the technical and organisational measures are subject to development and review and that the Processor may use alternative suitable measures to those detailed in the attachments to this DPA, provided such measures are at least equivalent to the technical and organisational measures set out in in the Security Policy and appropriate pursuant to the Processor’s obligations in clauses 4.5 and 4.6 above.

4.8 The Controller acknowledges and agrees that, in the course of providing the System and Services to the Controller, it may be necessary for the Processor to access the Personal Data to respond to any technical problems or Controller queries and to ensure the proper working of the System and Services. All such access by the Processor will be limited to those purposes.

4.9 Where Personal Data relating to an EU or UK Data Subject is transferred outside of the EEA it shall be processed in accordance with the provisions of the Standard Contractual Clauses, unless the processing takes place: (i) in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) by an organisation located in a country which has other legally recognised appropriate safeguards in place, such as the EU -US Privacy Shield or Binding Corporate Rules.

4.10 Taking into account the nature of the processing and the information available to the Processor, the Processor shall assist the Controller by having in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the Data Subject's rights and the Controller’s compliance with the Controller’s data protection obligations in respect of the processing of Personal Data.

5. Controller Obligations

5.1 The Controller represents and warrants that it shall comply with this DPA and its obligations under the Data Protection Laws.

5.2 The Controller represents and warrants that it has obtained any and all necessary permissions and authorisations necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA.

5.3 All Affiliates of the Controller who use the System or Services shall comply with the obligations of the Controller set out in this DPA.

5.4 The Controller is responsible for compliance with all Data Protection Laws, including requirements with regards to the transfer of Personal Data under this DPA and the Agreement.

5.5 The Controller shall implement appropriate technical and organisational procedures to protect Personal Data, 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. The Controller shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

5.6 The Controller may require correction, deletion, blocking and/or making available the Personal Data during or after termination of the Agreement. The Processor will process the request to the extent it is lawful and will reasonably fulfil such request in accordance with its standard operational procedures to the extent possible.

5.7 The Controller acknowledges and agrees that some instructions from the Controller, including destruction or return of data, assisting with audits, inspections or DPIAs by the Processor, may result in additional fees. In such case, the Processor will notify the Controller of its fees for providing such assistance in advance, unless otherwise agreed.

6. Sub-Processors - See Sub Processor Link here

6.1 The Controller acknowledges and agrees that: (i) Affiliates of the Processor may be used as Sub-processors; and (ii) the Processor and its Affiliates respectively may engage Sub-processors in connection with the provision of the System and Services.

6.2 All Sub-processors who process Personal Data in the provision of the System and Services to the Controller shall comply with the obligations of the Processor set out in this DPA.

6.3 The Controller authorises the Processor to use the Sub-Processors already engaged by the Processor as at the date of the Agreement and the Processor shall make available to the Controller a list of Sub-processors authorised to process the Personal Data which shall include the identities of Sub-processors and their country of location. During the term of this DPA, the Processor shall provide the Controller with prior notification, via email, of any changes to the list of Sub-processor(s) before authorising any new or replacement Sub-processor(s) to process Personal Data.

6.4 The Controller may object to the use of a new or replacement Sub-processor, by notifying the Processor promptly in writing within ten (10) Business Days after receipt of the Processor’s notice. If the Controller objects to a new or replacement Sub-processor, the Controller may terminate the Agreement with respect to those System and Services which cannot be provided by the Processor without the use of the new or replacement Sub-processor. The Processor will refund the Controller any prepaid fees covering the remainder of the Term of the Agreement following the effective date of termination with respect to such terminated System or Services.

6.5 All Sub-Processors who process Personal Data shall comply with the obligations of the Processor set out in this DPA. The Processor shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Personal Data; (i) appoint each Sub-Processor under a written contract containing materially the same obligations to those of the Processor in this DPA enforceable by the Processor; and (ii) ensure each such Sub-Processor complies with all such obligations.

6.6 The Controller agrees that the Sub-Processors may transfer Personal Data for the purpose of providing the System and Services to the Controller in accordance with the Agreement to countries outside the European Economic Area (EEA). The Processor confirms that such Sub- processors: (i) are located in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) have entered into Standard Contractual Clauses with the Processor; or (iii) have other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.

7. Audit

7.1 The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections.

7.2 Any audit conducted under this DPA shall consist of examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions similar to those set out in the Agreement. In the event that provision of the same is not deemed sufficient in the reasonable opinion of the Controller, the Controller may conduct a more extensive audit which will be: (i) at the Controller’s expense; (ii) limited in scope to matters specific to the Controller and agreed in advance; (iii) carried out during UK business hours and upon reasonable notice which shall be not less than 4 weeks unless an identifiable material issue has arisen; and (iv) conducted in a way which does not interfere with the Processor’s day-to-day business.

7.3 This clause shall not modify or limit the rights of audit of the Controller, instead it is intended to clarify the procedures in respect of any audit undertaken pursuant thereto.

8. Data Breach

8.1 The Processor shall notify the Controller without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorised disclosure or access to any Personal Data (“Data Breach”).

8.2 The Processor will take all commercially reasonable measures to secure the Personal Data, to limit the effects of any Data Breach, and to assist the Controller in meeting the Controller’s obligations under applicable law.

9. Compliance, Cooperation and Response

9.1 In the event that the Processor receives a request from a Data Subject in relation to Personal Data, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request. In the event that the Processor is legally required to respond to the Data Subject, the Controller will fully cooperate with the Processor as applicable.

9.2 The Processor will notify the Controller promptly of any request or complaint regarding the processing of Personal Data, which adversely impacts the Controller, unless such notification is not permitted under applicable law or a relevant court order.

9.3 The Processor may make copies of and/or retain Personal Data in compliance with any legal or regulatory requirement including, but not limited to, retention requirements.

9.4 The Processor shall reasonably assist the Controller in meeting its obligation to carry out data protection impact assessments (DPIAs), taking into account the nature of processing and the information available to the Processor.

9.5 The Controller shall notify the Processor within a reasonable time, of any changes to applicable data protection laws, codes or regulations which may affect the contractual duties of the Processor. The Processor shall respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA or to the technical and organisational measures to maintain compliance. If the parties agree that amendments are required, but the Processor is unable to accommodate the necessary changes, the Controller may terminate the part or parts of the System and Services which give rise to the non -compliance. To the extent that other parts of the System and Services provided are not affected by such changes, the provision of those System and Services shall remain unaffected.

9.6 The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with a supervisory data protection authority in the performance of their respective obligations under this DPA and under Data Protection Laws.

10. Liability

10.1 The limitations on liability set out in the Agreement apply to all claims made pursuant to any breach of the terms of this DPA.

10.2 The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Sub-processors to the same extent the Processor would be liable if performing the services of each Sub-processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Agreement.

10.3 The parties agree that the Controller shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Affiliates as if such acts, omissions or negligence had been committed by the Controller itself.

10.4 The Controller shall not be entitled to recover more than once in respect of the same loss.

11. Term and Termination

11.1 The Processor will only process Personal Data for the term of the DPA. The term of this DPA shall coincide with the commencement of the Agreement and this DPA shall terminate automatically together with termination or expiry of the Agreement.

11.2 Upon receipt of a written request and subsequent payment for services by the Controller to Processor, The Processor shall, within 30 days, delete and / or return Personal Data to the Controller. The Processor shall in any event delete all copies of Personal Data in its systems within 30 days of the effective date of termination of the Agreement unless: (i) applicable law or regulations require storage of the Personal Data after termination; or (ii) partial Personal Data of the Customer is stored in backups, then such Personal Data shall be deleted from backups up to 1 year after the effective date of termination of the Agreement.

12. General

12.1 This DPA sets out the entire understanding of the parties with regards to the subject matter herein.

12.2 Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

12.3 Subject to any provision of the Standard Contractual Clauses to the contrary, this DPA shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA.

The parties agree that this DPA is incorporated into and governed by the terms of the Agreement.

EXHIBIT A

Overview of data processing activities to be performed by the Processor

1. Controller

The Controller transfers Personal Data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

The Controller is You.

2. Processor

The Processor received data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

The Processor is Access UK Ltd.

3. Data Subjects

The Personal Data transferred includes but is not limited to the following categories of Data Subjects:

Employees, freelancers and contractors of the Controller.
Users, Affiliates and other participants from time to time to whom the Controller has granted the right to access the System and Services in accordance with the terms of the Agreement.
Clients of the Controller and individuals with whom those end users communicate with by email and/or other messaging media.
Employees of clients of the Controller.
Suppliers and service providers of the Controller.
Children who are at least 16 years old.
Other individuals to the extent identifiable in the content of emails or their attachments or in archiving content.

4. Categories of Data

The Personal Data transferred includes but is not limited to the following categories of data:

Personal details, names, usernames, passwords, email addresses of Users.
Personal Data derived from the Users use of the System and Services such as records and business intelligence information.
Personal Data within email and messaging content which identifies or may reasonably be used to identify, data subjects.
Metadata including sent, to, from, date, time, subject, which may include Personal Data.
Data concerning education and profession.
Data revealing political opinions, image and sound recordings.
Financial data.
Consumption habits.
File attachments that may contain Personal Data.
Survey, feedback and assessment messages.
Information offered by users as part of support enquiries.
Other data added by the Controller from time to time.

5. Special categories of Data

No sensitive data or special categories of data are permitted to be transferred and shall not be contained in the content of or attachments to emails.

6. Processing operations

The Personal Data transferred will be subject to the following basic processing activities:

Personal Data will be processed to the extent necessary to provide the System and Services in accordance with both the Agreement and the Controller’s instructions. The Processor processes Personal Data only on behalf of the Controller.
Processing operations include but are not limited to: management of candidates, employees, and client contacts, managing the placement of candidates with clients, client management, contractor management, including timesheet, expense and paid time off, job adverts and selection making comments and updates on these, management of lists of candidates, employees, contact and other users, providing support to user and other recruitment functions. These operations relate to all aspects of Personal Data processed.
Technical support, issue diagnosis and error correction to ensure the efficient and proper running of the systems and to identify, analyse and resolve technical issues both generally in the provision of the System and Services and specifically in answer to a Controller query. This operation may relate to all aspects of Personal Data processed but will be limited to metadata where possible.
Virus, anti-spam and Malware checking in accordance with the System and Services provided. This operation relates to all aspects of Personal Data processed.
URL scanning for the purposes of the provision of targeted threat protection and similar service which may be provided under the Agreement. This operation relates to attachments and links in emails and will relates to any Personal Data within those attachments or links which could include all categories of Personal Data.

EXHIBIT B

Technical and Organisational Security Measure

(Including Technical and Organisational Measures to Ensure the Security of Data)

Below is a description of the technical and organizational measures implemented by the Processor (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Full details of the Processor’s technical and organizational security measures used to protect Personal Data is available at https://www.vincere.io//security-policy

Where applicable this Exhibit B will serve as Annex II to the SCCs.

Measure	Description
Measures of pseudonymisation and encryption of Personal Data	For the purpose of transfer control, an encryption technology is used (e.g. remote access to the company network via two factor VPN tunnel and full disk encryption). The suitability of an encryption technology is measured against the protective purpose. The Controller is assigned a unique encryption key, generated using a FIPS 140-2 compliant crypto library, which is used to encrypt and decrypt all of the Controller’s archived data. In addition to the unique encryption keys, all data being written to the storage grid includes the Controller’s unique account code. The Processor’s systems that write data to the storage grid retrieve the encryption key from one system and the customer code from another, which serves as a cross check against two independent systems. The Controller’s encryption key is further encrypted with a Processor key stored within a centralised and restricted key management system. In order for the Processor to access Personal Data via the master key, the key management system provisions individual keys following a strict process of approval that includes multiple levels of executive authorisation. Use of these master encryption keys is limited to senior production engineers and all access is logged, monitored, and configured for alerting by security via a centralised Security Incident and Event Management (“SIEM”) system. The Controller’s archived data is encrypted at rest using AES256 bit encryption. Data in transit is protected by Transport Layer Security (“TLS”).
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services	Access to data necessary for the performance of the particular task is ensured within the systems and applications by a corresponding role and authorisation concept. In accordance to the “least privilege” and "need-to-know" principles, each role has only those rights which are necessary for the fulfilment of the task to be performed by the individual person. To maintain data access control, state of the art encryption technology is applied to the Personal Data itself where deemed appropriate to protect sensitive data based on risk.
Measures for ensuring the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident	All our applications are built stateless by using Cloud-formation templates and can be easily recreated in different geographical regions. Data is stored in triplicate across multiple data centres, with separate cross connections. The data centres can be switched in the event of flooding, earthquake, fire or other physical destruction or power outage protect Personal Data against accidental destruction and loss. We maintain redundancy throughout our IT infrastructure in order to minimize the lack of availability to or loss of data. Backups are maintained hourly and daily in accordance with our backup procedures. We maintain a disaster recovery policy and at least once per calendar year practice executing the policy.
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing	We conduct multiple internal audits. We strive to automate audits hence the majority of our monitoring of our infrastructure is automated and running 24/7 and based on various frameworks (CIS, NEST etc.). We obtain an external security and compliance audit once per calendar year.
Measures for user identification and authorisation	Remote access to the data processing systems is only possible through the Processor’s secure VPN tunnel. If the users first authenticate to the secure VPN tunnel, after successful authentication authorisation is executed by providing a unique user name and password to a centralised directory service. All access attempts, successful and unsuccessful are logged and monitored.
Measures for the protection of data during transmission	Data in transit is protected by Transport Layer Security (“TLS”).
Measures for the protection of data during storage	Personal Data is only retained internally, and on the third party data centre servers, which are covered by AWS and Microsoft certifications. The Controller’s archived data is encrypted at rest using AES256 bit encryption and data in transit is protected by Transport Layer Security (“TLS”).
Measures for ensuring physical security of locations at which Personal Data are processed	Due to their respective security requirements, business premises and facilities are subdivided into different security zones with different access authorisations. Third party data centres are monitored by security personnel. Access for employees is only possible with an encoded ID with a photo on it. All other persons have access only after having registered before (e.g. at the main entrance). Access to special security areas for remote maintenance is additionally protected by a separate access area. The constructional and substantive security standards comply with the security requirements for data centres.
Measures for ensuring events logging	System inputs are recorded in the form of log files therefore it is possible to review retroactively whether and by whom Personal Data was entered, altered or deleted.
Measures for ensuring system configuration, including default configuration	Our system configuration is based on the Security Technical Implementation Guides (STIG). System configuration is applied and maintained by software tools that ensure the system configurations do not deviate from the specifications. Deviations will be fixed automatically and reported to our SOC.
Measures for internal IT and IT security governance and management	Employees are instructed to collect, process and use Personal Data only within the framework and for the purposes of their duties (e.g. service provision). At a technical level, multi-client capability includes separation of functions as well as appropriate separation of testing and production systems. The Controller’s Personal Data is stored in a way that logically separates it from other customer data.
Measures for certification/assurance of processes and products	The Processor utilises third party data centres that maintain current ISO 27001 certifications and/or SSAE 16 SOC 1 Type II or SOC 2 Attestation Reports. The Processor will not utilise third party data centres that do not maintain the aforementioned certifications and/or attestations, or other substantially similar or equivalent certifications and/or attestations. Upon the Controller’s written request (no more than once in any 12 month period), the Processor shall provide within a reasonable time, a copy of the most recently completed certification and/or attestation reports (to the extent that to do so does not prejudice the overall security of the Services). Any audit report submitted to the Controller shall be treated as Confidential Information and subject to the confidentiality provisions of the Agreement between the parties
Measures for ensuring data minimisation	If Personal Data is no longer required for the purposes for which it was processed, it is deleted promptly. It should be noted that with each deletion, the Personal Data is only locked in the first instance and is then deleted for good with a certain delay. This is done in order to prevent accidental deletions or possible intentional damage.
Measures for ensuring data quality	All of the data that we possess is provided by the Controller. We do not assess the quality of the data provided by the Controller. We provide reporting tools within our product to help the Controller understand and validate the data that is stored.
Measures for ensuring limited data retention	The Processor uses a data classification scheme for all data that it stores and our retention policy specifies how each type of data is retained. When a record with Personal Data is deleted then it will be permanently evicted from our active databases. The data is retained in our backups until they are rotated out by more recent backups per the data retention policy.
Measures for ensuring accountability	We internally review our information security policies semi-annually to ensure they are still relevant and are being followed. All employees that handle sensitive data must acknowledge the information security policies. These employees are re-trained on information security policies once per year. A disciplinary policy is in place for employees that do not adhere to information security policies.
Measures for allowing data portability and ensuring erasure	The Services have built-in tools that allows the Controller to export and permanently erase data.
Measures to be taken by the (Sub-) processor to be able to provide assistance to the Controller (and, for transfers from a Processor to a Sub-processor, to the Data Exporter).	The transfer of Personal Data to a third party (e.g. customers, sub-contractors, service providers) is only made if a corresponding contract exists, and only for the specific purposes. If Personal Data is transferred outside the EEA, the Processor provides that an adequate level of data protection exists at the target location or organisation in accordance with the European Union's data protection requirements, e.g. by employing contracts based on the EU SCCs.

Updated 16 Feb 2023