Privacy Policy

This Data Processing Addendum (this “Addendum” or “DPA”) forms part of the Agreement between Global IT Cloud Solutions Limited (“Global IT” or “Vendor”) and Customer. This Addendum applies where and only to the extent that Vendor processes Customer Personal Data on behalf of Customer in the course of providing the Service or Support to Customer under the Agreement. This Addendum does not apply where Vendor determines the purpose and means of the processing of personal data.

Customer and Vendor agree, based on their current and intended use and provision of the Service and Vendors’s commitments under this Addendum, as applicable, including Section 6 (Data Processing), (a) meet each party’s needs as applicable, including with respect to any security obligations of Customer under European Data Protection Law and/or UK Data Protection Law, as applicable, and (b) provide a level of security appropriate to the risk of the Customer Data.

1. Definitions
   • Terms defined in the Agreement apply to this Addendum. In addition, in this Addendum:

• “Alternative Transfer Solution” means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
• “Customer Personal Data” means the personal data contained within the Customer Data.
• “Data Incident” means a breach of Vendor’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Vendor.
• “EEA” means the European Economic Area.
• “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
• “European Data Protection Law” means, as applicable, the EU GDPR.
• “European or National Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
• “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
• “Model Contract Clauses” mean the Standard Contractual Clauses for Processors approved by the European Commission for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection and/or the UK International Data Transfer Supplement to the EU Commission Standard Contractual Clauses.
• “Subprocessor” means a third party authorized as another processor under this Addendum to have logical access to and process Customer Data to provide parts of the Service and Support.
• “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.
  • The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in this Addendum have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.

2. Duration

This Addendum will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by Vendor as described in this Addendum.

3. Scope of Data Protection Law
   • Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Customer Personal Data if, for example:

1. the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
2. the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.

• Application of Terms. Except to the extent this Addendum states otherwise, this Addendum will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.

4. Processing of Data
   • Roles and Regulatory Compliance; Authorization.
     • Processor and Controller Responsibilities. If European Data Protection Law applies to the processing of Customer Personal Data: (a) the subject matter and details of the processing are described in Appendix 1; (b) Vendor is a processor of that Customer Personal Data under European Data Protection Law; (c) Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and (d) each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.
     • Authorization by Third Party Controller. If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants that its instructions and actions with respect to that Customer Personal Data, including its appointment of Vendor as another processor, have been authorized by the relevant controller.
   • Scope of Processing.
     • Customer’s Instructions. Customer instructs Vendor to process Customer Personal Data only in accordance with applicable law: (a) to provide the Service and Support; (b) as further specified via Customer’s use of the Service (including account administration portals and other functionality of the Service) and Support; (c) as documented in the Agreement, including this Addendum; and (d) as further documented in any other written instructions given by Customer and acknowledged by Vendor as constituting instructions for purposes of this Addendum.
     • Vendor’s Compliance with Instructions. Vendor will comply with the instructions described in Section 4.2.1 (Customer’s Instructions) (including with regard to data transfers) unless European or National Law to which Vendor is subject requires other processing of Customer Personal Data by Vendor, in which case Vendor will notify Customer (unless that law prohibits Vendor from doing so on important grounds of public interest) before such other processing.

5. Data Deletion
   • Deletion by Customer. Vendor will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Service. If Customer uses the Service to delete any Customer Data during the Term and that Customer Data cannot be recovered by Customer, this use will constitute an instruction to Vendor to delete the relevant Customer Data from Vendor’s systems in accordance with applicable law.
   • Deletion on Termination. On expiry of the Term, Customer instructs Vendor to delete all Customer Data (including existing copies) from Vendor’s systems in accordance with applicable law. This requirement will not apply: (a) to the extent Vendor is required by applicable law to retain some or all of the Customer Data, or (b) to Customer Data that Vendor has archived on back-up systems, which Customer Data Vendor will securely isolate and protect from any further processing, except to the extent required by law.

6. Data Security
   • Vendor’s Security Measures, Controls and Assistance.,
     • Vendor’s Security Measures. Vendor will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). Vendor may update the Security Measures from time to time if such updates do not result in the degradation of the overall security of the Service.
     • Security Compliance by Vendor Staff. Vendor will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees and contractors to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
     • Vendor’s Security Assistance. Vendor will (taking into account the nature of the processing of Customer Personal Data and the information available to Vendor) assist Customer in ensuring compliance with its obligations under Articles 32 to 34 of the GDPR, by: (a) implementing and maintaining the Security Measures in accordance with Section 6.1.1 (Vendor’s Security Measures); (b) complying with the terms of Section 6.2 (Data Incidents); (c) providing Customer with the Security Documentation in accordance with Section 6.4 (Customer’s Audit Rights) and the information contained in the Agreement including this Addendum; and (d) if subsections (a)-(c) above are insufficient for Customer to comply with such obligations, upon Customer’s request, providing additional reasonable assistance.
   • Data Incidents. Vendor will notify Customer promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data. Vendor’s notification of a Data Incident will describe, to the extent possible, the nature of the Data Incident, the measures taken to mitigate the potential risks and the measures Vendor recommends Customer take to address the Data Incident.
   • Customer’s Security Responsibilities. Without prejudice to Vendor’s obligations under Sections 6.1 (Vendor’s Security Measures, Controls and Assistance) and 6.2 (Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Service and its storage of any copies of Customer Data outside Vendor’s or its Subprocessors’ systems, including: (a) protecting the security of Customer Data when in transit to and from the Service; (b) securing the account authentication credentials, systems and devices Customer uses to access the Service; and (c) backing up its Customer Data as appropriate.
   • Customer’s Audit Rights. Upon Customer’s request, and subject to the confidentiality obligations of the Agreement, Vendor will make available to Customer information regarding Vendor’s compliance with the security obligations specified in this Addendum.

7. Impact Assessments and Consultations
   • Vendor will (taking into account the nature of the processing and the information available to Vendor) reasonably assist the Customer in ensuring compliance with its obligations under Articles 35 and 36 of the GDPR.

8. Cooperation
   • During the Term, Vendor will enable Customer, in a manner consistent with the functionality of the Service, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Vendor as described in Section 5.1 (Deletion by Customer), and to export Customer Data.
   • Customer Responsibility for Data Subject Requests. During the Term, if Vendor receives a request from a data subject relating to Customer Personal Data, and the request identifies Customer, Vendor will advise the data subject to submit their request to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Service.
   • Vendor’s Data Subject Request Assistance. Vendor will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling its obligations under Chapter III of the GDPR to respond to requests for exercising the data subject’s rights by: complying with Sections 8.1 (Access) and 8.2 (Customer’s Responsibility for Data Subject Requests).

9. Data Transfers
   • Data Storage and Processing Facilities. Vendor may store and process Customer Data anywhere Vendor or its Subprocessors maintain data processing operations.
   • Transfers of Data.
     • Vendor’s Transfer Obligations. If the storage and/or processing of Customer Personal Data involves transfers of Customer Personal Data out of the EEA or the UK, and European Data Protection Law applies to the transfers of such data (“Transferred Personal Data”), Vendor will:

1. ensure that Vendor complies with the Model Contract Clauses, which are incorporated into this Addendum by reference, and ensure that the transfers are made in accordance with such Model Contract Clauses; and/or
2. offer an Alternative Transfer Solution for such data, ensure that the transfers are made in accordance with such Alternative Transfer Solution, and make information available to Customer about such Alternative Transfer Solution.

• Customer’s Transfer Obligations. For Transferred Personal Data, Customer will:

1. comply with the Model Contract Clauses as the exporter of such data, if European Data Protection Law Vendor reasonably requires Customer to do so; and
2. use an Alternative Transfer Solution offered by Vendor for such data and take any action (which may include execution of documents) strictly required to give full effect to such solution if under European Data Protection Law Vendor reasonably requires Customer to do so.
   • Disclosure of Confidential Information Containing Personal Data. If the Model Contract Clauses apply as described in Section 9.2 (Transfers of Data), Vendor will, notwithstanding any term to the contrary in the Agreement, ensure that any disclosure of Customer’s Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.

10. Subprocessors
    • Consent to Subprocessor Engagement. Customer authorizes the engagement as Subprocessors of: (a) those entities listed at URL provided by the Vendor on the Listing, as may be updated by Vendor from time to time in accordance with this Addendum; and (b) all other Vendor Affiliates from time to time. In addition, without prejudice to Section 10.3 (Opportunity to Object to Subprocessor Changes), Customer generally authorizes the engagement as Subprocessors of any other third parties (each, a “New Third Party Subprocessor”).
    • Requirements for Subprocessor Engagement. When engaging any Subprocessor, Vendor will:
11. ensure via a written contract that: (i) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including this Addendum) and any Model Contract Clauses entered into or Alternative Transfer Solution adopted by Vendor as described in Section 10.2 (Transfers of Data); and (ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations described in Article 28(3) of the GDPR, as described in this Addendum, are imposed on the Subprocessor; and
12. remain fully liable for all obligations subcontracted to the Subprocessor, and all acts and omissions of the Subprocessor, in each case relating to Vendor’s obligations under this Addendum.
    • Opportunity to Object to Subprocessor Changes.
      • When any New Third Party Subprocessor is engaged during the Term, Vendor will, at least 15 days before the New Third Party Subprocessor starts processing any Customer Data, notify Customer of the engagement (including the name and headquartered location of the relevant Subprocessor and the activities it will perform), such as by updating the URL provided by the Vendor on the Listing.
      • Opportunity to Object. Customer may object in writing to Vendor’s engagement of a New Third Party Subprocessor within 7 days of the date of notification, but only if such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If this is not possible, Customer may, as its sole and exclusive remedy, suspend or terminate the Agreement. However, the Customer may not terminate the Agreement due to a change of Subprocessor after the expiration of the notice period and the Customer is required to pay the service fee received until the date of termination even if the Customer terminates the Agreement within the term and for reasonable ground.
      • The Customer cannot object to the transfer to the sub-processors notified to him/her at the contract stage. The Customer agrees that the Customer is aware that the Customer’s personal data for data processing operations can be accessed from Turkey in accordance with the model contract clauses.

11. Liability
    • Liability Cap. The total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement, including this Addendum and and the Model Contract Clauses as applicable, combined will be subject to any limitation of liability provisions (including any agreed aggregate financial cap) that apply under the Agreement. In any case, the compensation payable may not exceed the total amount paid for the service in the last year.

12. Effect of this Addendum
    • Notwithstanding anything to the contrary in the Agreement, in the event of any conflict or inconsistency between this Addendum and the remaining terms of the Agreement, this Addendum will govern.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter:

Vendor’s provision of the Service and Support to Customer.

Duration of the Processing:

The Term plus the period from the expiry of the Term until deletion of all Customer Data by Vendor in accordance with the Terms.

Nature and Purpose of the Processing:

Vendor will process Customer Personal Data for the purposes of providing the Weoll app Service and Support to Customer in accordance with the Agreement, including this Addendum.

Categories of Data:

Data relating to individuals provided to Vendor via the Service, by (or at the direction of) Customer.

Data Subjects:

Data subjects include the individuals about whom data is provided to Vendor via the Service by (or at the direction of) Customer (such as employees of the Customer).

Appendix 2: Security Measures

As from the Terms Effective Date, Vendor will implement and maintain the Security Measures described in this Appendix 2.

1. Data Access and Storage
   • Access Controls. Customer’s administrators and end Users must authenticate themselves via a central authentication system or via a single sign on system to use the Service.
   • Vendor makes encryption available.
   • Storage and Sharing. Vendor stores data in a multi-tenant environment. Subject to any Customer instructions to the contrary, Vendor replicates Customer Data between multiple geographically dispersed data centers. Vendor also logically isolates Customer Data, and logically separates each end user’s data from the data of other end users, and data for an authenticated end user will not be displayed to another end user (unless the former end user or an administrator allows the data to be shared). Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Service, will enable Customer to determine the product sharing settings applicable to end users for specific purposes.
   • • Data Transmission. Vendor transfers data via Internet standard protocols.
     • External Attack Surface. Vendor employs multiple layers of network devices and intrusion detection to protect its external attack surface. Vendor considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Vendor’s intrusion detection involves:

1. tightly controlling the size and make-up of Vendor’s attack surface through preventative measures;
2. employing intelligent detection controls at data entry points; and
3. employing technologies that automatically remedy certain dangerous situations.
   • Incident Response. Vendor monitors a variety of communication channels for security incidents, and Vendor’s security personnel will react promptly to known incidents

2. Personnel
   • Infrastructure Security Personnel. Vendor has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Vendor’s infrastructure security personnel are responsible for the ongoing monitoring of Vendor’s security infrastructure, the review of the Service, and responding to security incidents.
   • Vendor Personnel. Vendor personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Vendor conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Vendor’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (e.g., certifications). Vendor’s personnel will not process Customer Data without authorization.
   • Internal Data Access Processes and Policies – Access Policy. Vendor’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. Vendor designs its systems to: (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing. The systems are designed to detect any inappropriate access. Vendor employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Vendor’s authentication and authorization systems are designed to provide Vendor with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Vendor requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Vendor’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.

3. Subprocessor Security
   • Before onboarding Subprocessors, Vendor conducts appropriate due diligence of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Vendor has assessed the risks presented by the Subprocessor, then subject to the requirements described in Section 10.2 (Requirements for Subprocessor Engagement) of this Data Processing Addendum, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

4. Business Continuity
   • Vendor has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

Appendix 3: Subprocessor List

URL where the current subprocessor list is published: https://weoll.com/privacy/privacy-uk/#subprocessors