This Customer Data Processing Agreement reflects the requirements of the
European Data Protection Regulation ("GDPR") as it comes into effect on May 25, 2018. Langley Foxall´s
products and services offered in the European Union are GDPR ready and this DPA provides you with the
necessary documentation of this readiness. This Data Processing Agreement ("DPA") is an addendum to the
Customer Terms of Service ("Agreement") between Langley Foxall Ltd, ("Langley Foxall") and the Customer.
All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.
Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection
Laws, in the name and on behalf of its Authorized Affiliates (defined below). The parties agree as
"Affiliate" means an entity that directly or indirectly Controls, is Controlled by or is under
common Control with an entity.
"Authorized Affiliate" means any of Customer Affiliate(s) permitted to
or otherwise receiving the benefit of the Services pursuant to the Agreement.
"Control" means an
ownership, voting or similar interest representing fifty percent (50%) or more of the total interests
then outstanding of the entity in question. The term "Controlled" shall be construed accordingly.
means an entity that determines the purposes and means of the processing of Personal Data.
Data" means any data that Langley Foxall and/or its Affiliates processes on behalf of Customer in the
course of providing the Services under the Agreement.
"Data Protection Laws" means all data
protection and privacy laws and regulations applicable to the processing of Personal Data under the
Agreement, including, where applicable, EU Data Protection Law.
"EU Data Protection Law" means (i)
prior to May 25, 2018, Directive 95/46/EC of the European Parliament and of the Council on the
protection of individuals with regard to the processing of Personal Data and on the free movement of
such data ("Directive") and on and after May 25, 2018, Regulation 2016/679 of the European Parliament
and of the Council on the protection of natural persons with regard to the processing of Personal Data
and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive
2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic
communications sector and applicable national implementations of it (in each case, as may be amended,
superseded or replaced).
"Personal Data" means any Customer Data relating to an identified or
identifiable natural person to the extent that such information is protected as personal data under
applicable Data Protection Law. "Processor" means an entity that processes Personal Data on behalf of
"Processing" has the meaning given to it in the GDPR and "process", "processes" and
"processed" shall be interpreted accordingly.
"Security Incident" means any unauthorized or unlawful
breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized
disclosure of or access to Personal Data.
"Services" means any product or service provided by Langley
Foxall to Customer pursuant to and as more particularly described in the Agreement.
means any Processor engaged by Langley Foxall or its Affiliates to assist in fulfilling its obligations
with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include
third parties or any Langley Foxall Affiliate.
2.1 This DPA applies where and only to the extent that Langley Foxall processes Personal Data on
behalf of the Customer in the course of providing the Services and such Personal Data is subject to Data
Protection Laws of 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.
2.2 Role of the Parties. As between Langley Foxall and
Customer, Customer is the Controller of Personal Data and Langley Foxall shall process Personal Data
only as a Processor on behalf of Customer. Nothing in the Agreement or this DPA shall prevent Langley
Foxall from using or sharing any data that Langley Foxall would otherwise collect and process
independently of Customer's use of the Services.
2.3 Customer Obligations. Customer 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 Langley Foxall; and (ii) it has
provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection
Laws for Langley Foxall to process Personal Data and provide the Services pursuant to the Agreement and
2.4 Langley Foxall Processing of Personal Data. As a Processor, Langley Foxall shall
process Personal Data only for the following purposes: (i) processing to perform the Services in
accordance with the Agreement; (ii) processing to perform any steps necessary for the performance of the
Agreement; and (iii) to comply with other reasonable instructions provided by Customer to the extent
they are consistent with the terms of this Agreement and only in accordance with Customer's documented
lawful instructions. The parties agree that this DPA and the Agreement set out the Customer's complete
and final instructions to Langley Foxall in relation to the processing of Personal Data and processing
outside the scope of these instructions (if any) shall require prior written agreement between Customer
and Langley Foxall.
2.5 Nature of the Data. Langley Foxall handles Customer Data provided by
Customer. Such Customer Data may contain special categories of data depending on how the Services are
used by Customer. The Customer 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; (ii) to
provide customer and technical support to Customer; and (iii) disclosures as required by law or
otherwise set forth in the Agreement.
2.6 Langley Foxall Data. Notwithstanding anything to the
contrary in the Agreement (including this DPA), Customer acknowledges that Langley Foxall shall have a
right to use and disclose data relating to and/or obtained in connection with the operation, support
and/or use of the Services for its legitimate business purposes, such as billing, account management,
technical support, product development and sales and marketing. To the extent any such data is
considered personal data under Data Protection Laws, Langley Foxall is the Controller of such data and
accordingly shall process such data in compliance with Data Protection Laws.
3.1 Authorized Sub-processors. Customer agrees that Langley Foxall may engage Sub-processors to
process Personal Data on Customer's behalf. The Sub-processors currently engaged by Langley Foxall and
authorized by Customer are listed in Annex A.
3.2 Sub-processor Obligations. Langley Foxall shall:
(i) enter into a written agreement with the Sub-processor imposing data protection terms that require
the Sub-processor to protect the Personal Data to the standard required by Data Protection Laws; and
(ii) remain responsible for its compliance with the obligations of this DPA and for anyacts or omissions
of the Sub-processor that cause Langley Foxall to breach any of its obligations under this DPA.
Changes to Sub-processors. Langley Foxall shall provide Customer reasonable advance notice (for which
email shall suffice) if it adds or removes Sub-processors.
3.4 Objection to Sub-processors. Customer
may object in writing to Langley Foxall's appointment of a new Sub-processor on reasonable grounds
relating to data protection by notifying Langley Foxall promptly in writing within five (5) calendar
days of receipt of Langley Foxall'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 Langley Foxall without the use of the
4.1 Security Measures. Langley Foxall shall implement and maintain appropriate technical and
organizational security measures to protect Personal Data from Security Incidents and to preserve the
security and confidentiality of the Personal Data, in accordance with Langley Foxall's security
standards described in Annex B ("Security Measures").
4.2 Confidentiality of Processing. Langley
Foxall shall ensure that any person who is authorized by Langley Foxall to process Personal Data
(including its staff, agents and subcontractors) shall be under an appropriate obligation of
confidentiality (whether a contractual or statutory duty).
4.3 Security Incident Response. Upon
becoming aware of a Security Incident, Langley Foxall shall notify Customer without undue delay and
shall provide timely information relating to the Security Incident as it becomes known or as is
reasonably requested by Customer.
4.4 Updates to Security Measures. Customer acknowledges that the
Security Measures are subject to technical progress and development and that Langley Foxall may update
or modify the Security Measures from time to time provided that such updates and modifications do not
result in the degradation of the overall security of the Services purchased by the Customer.
5.1 Langley Foxall shall maintain records of its security standards. Upon Customer's written
request, Langley Foxall shall provide (on a confidential basis) copies of relevant external ISMS
certifications, audit report summaries and/or other documentation reasonably required by Customer to
verify Langley Foxall's compliance with this DPA. Langley Foxall shall further provide written responses
(on a confidential basis) to all reasonable requests for information made by Customer, including
responses to information security and audit questionnaires, that Customer (acting reasonably) considers
necessary to confirm Langley Foxall's compliance with this DPA, provided that Customer shall not
exercise this right more than once per year.
6.1 Processing Locations. Langley Foxall stores and processes EU Data (defined below) in data
centers located inside and outside the European Union. All other Customer Data may be transferred and
processed in the United States and anywhere in the world where Customer, its Affiliates and/or its
Sub-processors maintain data processing operations. Langley Foxall shall implement appropriate
safeguards to protect the Personal Data, wherever it is processed, in accordance with the requirements
of Data Protection Laws.
6.2 Transfer Mechanism: Notwithstanding Section 6.1, to the extent Langley
Foxall processes or transfers (directly or via onward transfer) Personal Data under this DPA from the
European Union, the European Economic Area and/or their member states and Switzerland ("EU Data") in or
to countries which do not ensure an adequate level of data protection within the meaning of applicable
Data Protection Laws of the foregoing territories, the parties agree that Langley Foxall shall be deemed
to provide appropriate safeguards for such data by virtue of having certified its compliance with the
Privacy Shield and Langley Foxall shall process such data in compliance with the Privacy Shield
Principles. Customer hereby authorises any transfer of EU Data to, or access to EU Data from, such
destinations outside the EU subject to any of these measures having been taken.
7.1 Upon a request for deletion (at Customer's expense), all Personal Data shall be deleted, save
that this requirement shall not apply to the extent Langley Foxall 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 Langley Foxall shall securely isolate and protect from any further processing, except
to the extent required by applicable law.
8.1 To the extent that Customer is unable to independently access the relevant Personal Data within
the Services, Langley Foxall shall (at Customer's expense) taking into account the nature of the
processing, provide reasonable cooperation to assist Customer by appropriate technical and
organizational measures, in so far as is possible, to respond to any requests from individuals or
applicable data protection authorities relating to the processing of Personal Data under the Agreement.
In the event that any such request is made directly to Langley Foxall, Langley Foxall shall not respond
to such communication directly without Customer's prior authorization, unless legally compelled to do
so. If Langley Foxall is required to respond to such a request, Langley Foxall shall promptly notify
Customer and provide it with a copy of the request unless legally prohibited from doing so.
the extent Langley Foxall is required under Data Protection Law, Langley Foxall shall (at Customer's
expense) provide reasonably requested information regarding Langley Foxall's processing of Personal Data
under the Agreement to enable the Customer to carry out data protection impact assessments or prior
consultations with data protection authorities as required by law.
9.1 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and
effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the
extent of that conflict.
9.2 This DPA is a part of and incorporated into the Agreement so references
to "Agreement" in the Agreement shall include this DPA.
9.3 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 shall be governed by and construed in accordance with governing law and jurisdiction provisions
in the Agreement, unless required otherwise by Data Protection Laws.