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Data Processing Agreement (Archived)

Archived from 20th April, 2023

The updated version of the Data Processing Agreement is available here. Please, visit this page to read the current document.


This Data Processing Agreement (“Agreement”) is part of Terms of Service entering into force by the day of accepting ToS by and between:

User as a Data Controller;

Readdle (PDF Expert) as a Data Processor;

(together as the “Parties”) WHEREAS

A. The User acts as a Data Controller. 

B. This agreement consists of the following parts:

  1. Data Processing Agreement
  2. Annex A (List of processors)
  3. Annex B (Data Transfer Agreement)
  4. Appendix 1 (to the Standard Contractual Clauses (DTA)
  5. Appendix 2. (Security Compliance Questionnaire - available on request)

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

  1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
  2. “Agreement” means this Data Processing Agreement and all Annexes;
  3. “Controller’s Personal Data” means any Personal Data Processed by a Processor and/or Sub-processor on behalf of Controller pursuant to or in connection with the Services Agreement;
  4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
  5. “EEA” means the European Economic Area;
  6. “EU Data Protection Laws” means the GDPR and laws implementing or supplementing the GDPR;
  7. “EU Standard Contractual Clauses” means the terms pursuant to the European Commission's decision of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
  8. “GDPR” means EU General Data Protection Regulation 2016/679;
  9. “Data Transfer” means:
    • a transfer of Controller Personal Data from the Controller to a Sub-processor; or
    • an onward transfer of Controller Personal Data from a Sub-processor to another Sub-processor where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
  10. “Services” means the services the Processor provides;
  11. “Sub-processor” means any person appointed by or on behalf of a Processor to process Personal Data on behalf of the Controller in connection with the Agreement.
  12. The terms, “Commission”, “Controller”, “(Data) Processor”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Scope and Applicability

Applicability. This DPA applies where and only to the extent that PDF Expert processes Personal Data on behalf of the User in the course of providing the Services and such Personal Data is subject to Data Protection Laws of the State of California, the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom. The parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

User Obligations. User agrees that (i) it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to Processor; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for PDF Expert to process Personal Data and provide the Services pursuant to the Agreement and this DPA.

Nature of the Data. PDF Expert handles Data provided by the User. Such Data may contain special categories of data depending on how the Services are used by the User. The Data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Customer, to provide customer and technical support to User and (iii) disclosures as required by law or otherwise set forth in the Agreement.

The subject matter, nature and purpose of the Processing of Controller’s Personal Data pertains to the provision of Services, as requested by the Controller.

The categories of Data Subjects whose Personal Data will be Processed by the respective Processor include: user, consumer, vendor, partner and customer according to the Privacy Notices for the website and for the App.

3. Processing of Controller Personal Data

Processor shall:

  • comply with all applicable Data Protection Laws in the Processing of Controller Personal Data;
  • process Controller’s Personal Data for the purposes of the Services Agreement. Processing of Controller’s Personal Data shall be only in accordance with the written instructions of the Controller in respect of such Personal Data, and not for any other purpose, or in any other manner, unless specifically instructed by the Controller in writing to do so; and
  • where applicable, assist the Controller in connection with its obligations as regards
  • (i) the security of processing, (ii) notification of Controller’s Personal Data Breaches to the supervisory authority, (iii) communication of a breach to a Data Subject, (iv) the conduct of data protection impact assessments (and, where required by Data Protection Laws, consulting with the relevant Privacy Regulation in respect of any such data protection impact assessment);

4. Reliability and Non-Disclosure

Non-disclosure obligations. Processor shall take all the reasonable steps to ensure the reliability of any employee, agent or contractor of any Sub-processor who may have access to the Controller Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Controller’s Personal Data, as strictly necessary for the purposes of the Agreement, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

The Processor must ensure that all individuals which have a duty to process controller personal data:

  • Are informed of the confidential nature of the Controller’s Personal Data;
  • Are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and
  • Are subject to user authentication and login processes when accessing the Controller’s Personal Data in accordance with this Agreement, the Services Agreement and the applicable Data Protection Laws.

5. Personal Data Security

PDF Expert shall implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.

Such measures must ensure a level of security appropriate to the risk and include measures which:

  • include pseudonymisation and encryption of Controller’s Personal Data;
  • ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  • enable the availability and access to Controller’s Personal Data to be restored in a timely manner in the event of a physical or technical incident or disaster; and
  • incorporate periodic risk assessments to identify and assess reasonably foreseeable internal and external risks;
  • In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

6. Sub-processing

Authorized Sub-processors. User agrees that PDF Expert may engage Sub-processors to process Personal Data on User's behalf. The Sub-processors currently engaged by PDF Expert and authorized by User are listed in Annex A.

Objection to Sub-processors. User may object in writing to PDF Expert’s appointment of a new Sub-processor on reasonable grounds relating to data protection by notifying PDF Expert promptly in writing within five (5) calendar days of receipt of PDF Expert’s notice in accordance with Section 3.3. Such notice shall explain the reasonable grounds for the objection. In such event, the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution. If this is not possible, either party may terminate the applicable Services that cannot be provided by PDF Expert without the use of the objected-to-new Sub-processor.

6.1 Subprocessor’s obligations under this DPA:

  • PDF Expert enters into a written contract with the Sub-processor on equivalent terms to those set out in this Data Processing Agreement; 
  • upon request, the Processor shall provide a copy of its agreements with Sub-Processors to Controller for its review;
  • where a Sub-processor fails to fulfil its data protection obligations, PDF Expert shall remain fully liable to the Controller for the performance of the Sub-processor’s obligations;
  • carry out adequate due diligence on each Sub-Processor to ensure that it can provide the level of protection personal data,; and
  • insofar as that contract involves the transfer of Controller Personal Data outside of the EEA, incorporate the Standard Contractual Clauses or other mechanism to ensure the adequate protection of the transferred Controller Personal Data.

7. Data Subject Rights

The Controller is primarily responsible for handling and responding to requests made by data subjects.

Assistance. Processor shall assist the Controller to fulfill the Controller’s obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights of access, right to rectification, restriction of processing, erasure, data portability, object to the processing of his/her rights not to be subject to an automated individual decision making. With regards to the Data Subject rights, Processor shall:

  • promptly notify the Controller if any Processor or Sub-processor receives a request from a Data Subject under any Applicable Law with respect to Controller’s Personal Data;
  • ensure that Processor or Sub-processor does not respond to that request, except on the documented instructions of the Controller, or as required by Data Protection Laws to which Processor or Sub-processor is subject, in which case Processor shall, to the extent permitted by Data Protection Laws, inform the Controller of that legal requirement before the Controller’s Processor or Sub-processor responds to the request.

8. Personal Data Breach

Notification. Processor shall notify Controller without undue delay, but not later than twenty-four (24) hours, upon Processor becoming aware of a Controller’s Personal Data Breach. Such notification shall as a minimum describe: 

  • the nature of the Data Breach, the categories and numbers of Data Subjects concerned, the categories and numbers of data records concerned;
  • the estimated risk and the likely consequences of the Personal Data Breach; 
  • the measures taken or proposed to be taken to address the Personal Data Breach; and
  • If applicable communicate the name and contact details of the Processor's Data Protection Officer, Privacy Officer or other relevant contact from whom more information may be obtained

Cooperation. Processor shall cooperate with the Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Data Protection Impact Assessment (Prior Consultation) and Audits

Assistance. Processor shall provide reasonable assistance to the Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities.

Records maintenance. PDF Expert shall maintain records of its security standards. Upon User's written request, PDF Expert shall provide (on a confidential basis) copies of relevant external ISMS certifications, audit report summaries and/or other documentation reasonably required by User to verify PDF Expert's compliance with this DPA. PDF Expert shall further provide written responses (on a confidential basis) to all reasonable requests for information made by User, including responses to information security and audit questionnaires, that User (acting reasonably) considers necessary to confirm PDF Expert's compliance with this DPA, provided that User shall not exercise this right more than once per year.

10. Erasure or return of Controller Personal Data

PDF Expert shall promptly and, in any event within sixty (60) calendar days of the earlier of: (i) cessation of Processing of Controller Personal Data by Processor; or (ii) termination of the Services Agreement, all Personal Data shall be deleted, save that this requirement shall not apply to the extent PDF Expert is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which such Personal Data PDF Expert shall securely isolate and protect from any further processing, except to the extent required by applicable law.

11. Data Transfer

Grounding. PDF Expert may, in performing their obligations under this Agreement, transfer Personal Data to countries outside the EEA only to the extent that i) the Controller has provided its prior written approval; or ii) such country provides an adequate level of protection as contemplated by Data Protection Laws; or iii) where PDF Expert has put in place adequate safeguards to protect the Controller’s Personal Data, as required by Data Protection Laws, such as by ensuring that any such transfer of Personal Data is governed by the EU Standard Contractual Clauses.

Data Transfer Agreement. The Controller ("data exporter") and the PDF Expert ("data importer") hereby enter into, as of the Effective Date, the EU SCC, as set out in Annex B, attached hereto and which are incorporated by reference and constitute an integral part of this Agreement. The Parties are deemed to have accepted and executed the EU Standard Contractual Clauses in their entirety, including the appendices.

12. Liability

Processor shall be fully liable to the Controller for any breach of the Services Agreement or this Agreement, and the obligations set out therein, including by any Sub-processor, without prejudice to the liability of Processor in accordance with the Data Protection Laws.

13. Indemnification

Processor agrees to indemnify and hold harmless Controller and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind which Controller may sustain as a consequence of any breach by the Processor (or the Sub-processors, as the case may be) of the provisions of this Agreement and its appendices.

14. FERPA Compliance

Definitions.

  1. “FERPA” is the Family Educational Rights and Privacy Act (FERPA). FERPA applies to any school—elementary, secondary or postsecondary — that receives federal funding from programs administered and overseen by the US Department of Education (DOE).
  2. “Personally identifiable information (PII)” is information that directly, or indirectly through linkages with other information, identifies a student. 
  3. “School Official” is a data processor (PDF Expert) due to the scope of this section (i.e. school due to the FERPA / Partner due to the Privacy Notice).
  4. “Educational Institution” is the type of user that falls under the scope of the legislation.

Applicability. The parties acknowledge that User Data may include personally identifiable information from education records that are subject to FERPA 

Obligations.

School official must:

  • comply with privacy requirements;
  • inform about data subjects rights;
  • inform Educational Institutions about data breaches;
  • put appropriate administrative and security measures;
  • provide the evidence of accountability (Appendix 2); 
  • delete the data as it is specified in the section Erasure or return.

Education institutions must:

  • obtain parental consent for the collection and use of personal information;
  • comply with privacy requirements;
  • educate the staff and contractors about privacy requirements;
  • regularly inform about data subjects rights.

Exercising data subjects rights. Upon receipt of a request from an end user regarding their data the exercise of one of his/her rights, the educational institution, as far as possible, independently responds to these requests. In the event of technical difficulties, or difficulties of another nature, which make it impossible to exercise such a right or request on its own, the educational institution should contact the School Official ’s customer support for further actions or instructions.

Response. School Official must respond to such a request from the educational institution in no longer than 7 days.

15. General Terms

This DPA is a part of and incorporated into the Terms of Service. If there is any conflict between this DPA and the Terms of Service, this DPA shall prevail to the extent of that conflict.

In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.

This DPA, excluding the Standard Contractual Clauses, shall be governed by the law of the Republic of Ireland and GDPR, unless required otherwise by Data Protection Laws.

Subject to this section, the parties agree that this Agreement and the Standard Contractual Clauses shall terminate automatically upon expiry or termination of the Terms of Service.

All notices and communications given under this Agreement must be sent by email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

Annex A (List of processors)

Available upon request.

Annex B (Data transfer agreement)

Note: applicable only if Controller (User) is outside EEA

Clause 1

Standard Contractual Clauses

Definitions

For the purposes of the Clauses:

  1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
  2. ‘the data exporter’ means the controller who transfers the personal data;
  3. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
  4. ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
  5. ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established
  6. ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

  1. The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

  1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
  2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
  3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

  1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
  2. that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
  3. that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;
  4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destructionor accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
  5. that it will ensure compliance with the security measures;
  6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
  7. to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
  8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
  9. that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
  10. that it will ensure compliance with Clause 4.

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

  1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
  2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
  3. that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
  4. that it will promptly notify the data exporter about:
    1. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
    2. any accidental or unauthorized access; and
    3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
  5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
  6. at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
  7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
  8. that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
  9. that the processing services by the sub-processor will be carried out in accordance with Clause 11;
  10. to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter (controller) for the damage suffered.
  2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
  3. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
  4. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

  1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
    1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
    2. to refer the dispute to the courts in the Member State in which the data exporter is established.
  2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

  1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
  3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

Governing law

  1. The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely Ireland.

Clause 10

Variation of the contract

  1. The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-processing

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
  2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely Ireland.
  4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data-processing services

  1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
  2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Appendix 1

  1. This Appendix forms part of the Clauses and must be completed and signed by the parties.
  2. Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
    • Encryption of personal data
    • Limited access to data
    • Securing working device with a password
    • Securing data transfer with a strong password (not less than 12 characters) and encryption
    • Signing of the NDA

Also it is necessary to implement:

  • Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing: regular education, password requirements, risk assessment once in a year.
  • Measures for user identification and authorisation: corporate emails, group access, 2-factor authentication
  • Measures for the protection of data during storage: copying, version control, group access, 2-factor authentication, systematic backups.
  • Measures for ensuring physical security of locations at which personal data are processed: security in the office, access system, locks in the premises
  • Measures for ensuring events logging: version control, group access
  • Measures for ensuring data minimisation: approved questionnaires
  • Measures for ensuring data quality: double-check procedure with the source of the data, periodic review of available data
  • Measures for ensuring accountability: records of processing activities, written responsibilities, task management.
  • Secure Coding Standard
    • Code review
    • Using memory safe languages and static analysis
  • Vulnerability Management
    • Infrastructure
    • Dependencies (Snyk)
  • Supply Chain Security
    • Access control to App Store Connect 
    • Strong authentication to systems with DMG version (TLS 1.2, access token, regular rotation, etc) 
  • Account Systems & Customer Support
    • Server access and data protection (Google Cloud - encrypted, ssh hardware keys) 
    • Access control, Access review
  • Security of Data Files
    • Readdle does not collect or store any customer PDF files
    • Security of local data files is solely dependent on security settings of iOS / MacOS device
    • For iCloud data security, visit Apple.com 

Liability

  1. The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.
  2. Indemnification is contingent upon:
    • the data exporter promptly notifying the data importer of a claim; and
    • the data importer being given the possibility to cooperate with the data exporter in the defense and settlement of the claim.

Appendix 2 - Security Compliance Questionnaire

  1. This Appendix forms part of the DPA and must be accepted and signed by the parties if it is applicable to them.
  2. Applicable to:
    1. comply with GDPR obligation to put security measures;
    2. comply with GDPR obligation of security-check of processors;
    3. comply with FERPA obligation of security-check of vendors (North America - United States and Latin America (all regions excluding Brazil).
  3. Available upon request.



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