This General Data Processing Addendum ("DPA"), is incorporated into, and is subject to the terms and conditions of, the Agreement between Neeto LLC and the customer entity that is a party to the Agreement. Capitalized terms used below that are not otherwise defined have the meanings given to them in the Agreement.
The parties have entered into an Agreement under which Neeto will process certain Personal Data provided or made available by the Customer in the course of providing Services to the Customer. The parties intend this DPA to be an extension of the Agreement that will outline certain requirements for the processing of such Personal Data. This DPA applies exclusively to Personal Data provided or made available by the Customer to Neeto.
1. Scope
The parties agree that Customer is a data controller and that Neeto is a data processor in relation to Personal Data that Neeto processes on behalf of Customer in the course of providing the Services under the Agreement. The subject matter of the data processing, the types of Personal Data processed, and the categories of data subjects will be defined by, and/or limited to that necessary to carry out the Services described in, the Agreement. The processing will be carried out until the date Neeto ceases to provide the Services to Customer. The subject matter, duration, nature, and purpose of the processing of the Personal Data as well as the type of Personal Data and categories of data subjects are:
The subject matter of the data processing under this DPA is the Customer Data.
The duration of the processing equals the Terms of Service of this Agreement, unless otherwise requested by Customer in writing.
The nature and purposes of the processing under this DPA is the provision of the Services to the Customer and the performance of Neeto’s obligations under the Agreement, including production monitoring and error reporting of Customer’s platform and related services.
The categories of the data subjects include (a) any employee or personnel of Customer accessing and/or using the Services through the Customer’s account(s) ("Customer Users") and (b) any individual whose information is stored on or collected via the Services at Customer’s direction ("Customer’s Customers").
The categories of Personal Data include the following:
Customers: identification and contact data (name, email, address, contact details); financial information (credit card details, account details, payment information);
Customer’s Customers: identification and contact data (name, email, contact details), personal interests or preferences (including purchase history, marketing preferences and publicly available social media profile information); IT information (IP addresses, usage data, cookies data, online navigation data, location data, browser data); financial information (credit card details, account details, payment information); any other personal information as configured by Customer.
2. Data Protection
In respect of Personal Data processed in the course of providing the Services, Neeto shall adhere to the following requirements:
2.1 Neeto will process the Personal Data only in accordance with the written instructions from Customer (the Agreement and this DPA are hereby deemed to be Customer’s sole written instructions) and only in compliance with Data Protection Legislation. The nature and purposes of the processing shall be limited to that which is necessary to carry out such instructions, and not for Neeto’s own purposes, or for any other purposes except as required by law. If Neeto is required by law to process the Personal Data for any other purpose, Neeto will inform Customer of such requirement prior to the processing unless prohibited by law from doing so.
2.2 Neeto will process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services. Neeto may only correct, delete or block the Personal Data processed on behalf of Customer as and when instructed to do so by Customer.
2.3 Neeto will implement and maintain appropriate technical and organizational measures designed to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall take 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 measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the Personal Data and having regard to the nature of the Personal Data which is to be protected and as a minimum shall be in accordance with the Data Protection Legislation and Good Industry Practice. Customer can read about our Security Policy to know more about security measures taken to protect the data.
2.4 Neeto will take reasonable steps to ensure the reliability and competence of any Neeto personnel who have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to access the relevant Personal Data, as strictly necessary. Neeto will ensure that all Neeto personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this DPA. Neeto further ensures that all such individuals shall be under an appropriate obligation of confidentiality.
2.5 Neeto will take all reasonable steps to assist Customer in meeting Customer’s obligations under applicable Data Protection Legislation, including Customer’s obligations to respond to requests by data subjects to exercise their rights with respect to Personal Data, adhere to data security obligations, respond to data breaches and other incidents involving Personal Data, conduct data protection impact assessments, and consult with supervisory authorities. Neeto will promptly inform Customer in writing if it receives: (i) a request from a data subject concerning any Personal Data; or (ii) a complaint, communication, or request relating to Customer’s obligations under Data Protection Legislation.
2.6 Neeto will not retain any of the Personal Data for longer than is necessary to provide the Services. At the end of the Services, or upon Customer’s request, Neeto will securely destroy or return (at Customer’s election) the Personal Data to Customer unless continued storage is required by law.
2.7 Neeto will allow Customer and its respective auditors or authorized agents to conduct audits and inspections during the term of the Services Agreement and for 12 months thereafter, which shall solely include, unless otherwise expressly required by applicable law, providing access to summaries of Neeto’s data protection and data security measures and access to personnel used by Neeto in connection with the provision of the Services for purposes of asking questions regarding Neeto’s data protection and data security measures. The purposes of an audit pursuant to this paragraph include verifying that Neeto is processing Personal Data in accordance with its obligations under this DPA, the Services Agreement, and applicable Data Protection Legislation.
2.8 If Neeto becomes aware of any accidental, unauthorized or unlawful destruction, loss, alteration, or disclosure of, or access to the Personal Data that is processed by Neeto in the course of providing the Services under the Agreement,
a) it shall promptly and without undue delay notify Customer and provide Customer with: a detailed description of the Security Breach; the type of data that was the subject of the Security Breach; the identity of each affected person, and the steps Neeto takes in order to mitigate and remediate such Security Breach, in each case as promptly as such information can be collected or otherwise becomes available (as well as periodic updates to this information and any other information Customer may reasonably request relating to the Security Breach); and
b) take action promptly, at its own expense, to investigate the Security Breach and to identify, prevent and mitigate the effects of the Security Breach and to carry out appropriate recovery actions to remedy the Security Breach.
Neeto shall comply at all times with, and assist Customer in complying with its applicable obligations under, Data Protection Legislation. Neeto shall provide reasonable information requested by Customer to demonstrate compliance with the obligations set out in this DPA.
Neeto will notify Customer immediately if, in Neeto’s opinion, an instruction for the processing of Personal Data given by Customer infringes applicable Data Protection Legislation.
3. Sub-processing
Customer agrees that Neeto may engage third-party sub-contractors in connection with the provision of services. Neeto will not give access to or transfer any personal data to any third-party (including affiliates, group companies or sub-contractors) without the prior consent of Customer. Customer hereby consents to the transfer of personal data to the sub-contractors listed in Annex A for purposes of providing the Services.
Neeto has or shall enter into a written agreement with each sub-contractor (the "sub-contracting Agreement") containing data protection obligations not less protective than those in the Agreement and/or this Addendum with respect to protection of Customer Personal Data to the extent applicable to the nature of the Services provided by such sub-contractor. Neeto shall be liable for the acts and omissions of its sub-contractors to the same extent Neeto would be liable if performing the services of each sub-contractor directly under the terms of this Addendum.
Neeto shall provide to Customer for review, copies of the sub-contracting Agreements as Customer may reasonably request from time to time. Customer acknowledges that, pursuant to subprocessor confidentiality restrictions, Neeto may be restricted from disclosing onward subprocessor agreements to Customer. Notwithstanding this, Neeto shall use reasonable efforts to require any subprocessor it appoints to permit it to disclose the subprocessor agreement to Customer.
4. Rights and Obligations of Customer with respect to Processing of Personal Data
Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of personal data, in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679). Customer shall ensure that its instructions comply with all laws, rules and regulations applicable in relation to the personal data, and that the processing of personal data in accordance with Customer’s instructions will not cause Neeto to be in breach of the GDPR. Customer is solely responsible for the accuracy, quality, and legality of (i) the personal data provided to Neeto by or on behalf of Customer, (ii) the means by which Customer acquired any such personal data, and (iii) the instructions it provides to Neeto regarding the processing of such personal data. Customer shall not provide or make available to Neeto any personal data in violation of the Agreement or otherwise inappropriate for the nature of the Services.
5. List of subprocessors
The Processor currently commissions these Subprocessors.
6. Definitions
"Data Protection Legislation" means all applicable laws relating to privacy and the processing of Personal Data that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by the supervisory authorities. Data Protection Legislation includes, but is not limited to, European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/279)).
"Good Industry Practice" means, in relation to any activity and under any circumstance, exercising the same skill, expertise and judgement and using facilities and resources of a similar quality as would be expected from a person who:(a) is skilled and experienced in providing the services in question, seeking in good faith to comply with his contractual obligations and seeking to avoid liability arising under any duty of care that might reasonably apply;(b) takes all proper and reasonable care and is diligent in performing his obligations; and (c) complies with the Data Protection Legislation.
"data controller", "data processor", "subprocessor", "data subject", "processing", and "appropriate technical and organizational measures" shall be interpreted in accordance with Directive 95/46/EC, or other applicable Data Protection Legislation, in the relevant jurisdiction.