This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“)
Between the “Parties”
Haar Cloud Ltd, a UK limited liability company, doing business as Haar or HelloHaar and having its headquarters at 35 Westgate, Huddersfield, North Yorkshire, HD1 1PA, UK – the Company, the Data Controller, the Data Exporter
The company who, as a part of its registration, provides the information and who will electronically sign these Standard Contractual Clauses – the – the Data processor, the Data Importer
(A) The Company acts as a Data Controller;
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor;
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the 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 the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and all regulations made under section 2(2) of the European Communities Act 1972 which relate to the GDPR or the Law Enforcement Directive;
(D) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the UK Data Protection Act 2018 and all regulations made under this Act;
(F) The Parties wish to lay down their rights and obligations;
hereby agree as follows:
1.1 Unless otherwise defined herein, the terms and expressions used in this Agreement shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 “Contracted Processor” means a Sub-processor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and Uk Data Protection Act 2018, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and UK and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
184.108.40.206 a transfer of Company Personal Data from the Company to a Contracted Processor; or
220.127.116.11 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, 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);
1.1.9 “Services” means the Domains, Hosting, Cloud, CyberSecurity and IT Consultancy.
1.1.10 “Sub-processor” means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Company in connection with the Agreement.
1.2 The terms, “Commission”, “Controller”, “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.
1.3. The following terms shall have the same meaning as in the UK Data Protection Act 2018 and their cognate terms shall be construed accordingly:
1.3.A.‘the data exporter’ means the controller who transfers the personal data;
1.3.B.‘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 covered by UK adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 of the Data Protection Act 2018;
1.3.C. ‘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;
1.3.D. ‘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 UK;
1.3.E.‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
2.1 Processor shall:
2.1.1 comply with all applicable Data Protection Laws, as mentioned above, in the Processing of Company Personal Data; and
2.1.2 not process Company Personal Data other than on the relevant Company’s documented instructions.
2.2 The Company instructs Processor to process Company Personal Data.
2.3. The data exporter agrees and warrants:
2.3.1. 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;
2.3.2. that it has trained and will always assist the data importer on how 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;
2.3.3. that the data importer will provide sufficient guarantees in respect of the technical security measures assumed by this contract;
2.3.4. that the security measures are appropriate to protect personal information against any data breach(accidental or unlawful destruction or loss, alteration, unauthorised disclosure or access and so on, considering the processing involving the transmission of data over a network;
2.3.5. that it will ensure compliance with the security measures;
2.3.6. that the data subject has been informed or will be informed before, or as soon as possible about the transfer that involves special categories of data; in this respect, the data subject should be notified about that the transfer of his data could be transmitted to a third country not covered by adequacy regulations issued under GDPR and Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 Data Protection Act 2018;
2.3.7. to forward any notification received from the data importer or any sub-processor to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension when the obligation of notifying regards any relevant law change with a potentially adverse effect on the fundamental rights;
2.3.8. on request, to make available to the data subjects a copy of the Clauses, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to been made in accordance with the Clauses(any commercial information from the contract should be removed prior to this communication);
2.3.9. that the processing activity is carried out by a sub-processor providing at least the same tier of protection for the personal data and the rights of data subject as the data importer under the Clauses;
2.3.10. that it will guarantee that the data importer: will comply with the data protection laws and the processing of data will be only on the data exporter’s behalf, will have technical and appropriate security measures to protect personal data, will assure the obligation of providing the data subject with a copy of the Clauses and, in case of sub-processing, will assume the obligation of the sub-processor to ensure the same tier of protection as the data importer is providing.
The data exporter takes the following security measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access:
The Data Importer has the following obligations:
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4.1 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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, the Processor shall take into account in particular the risks that are presented by Processing, in particular from a Personal Data Breach as instructed above.
6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall co-operate with the Company and take reasonable commercial steps as directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
The Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
9.2 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.
The data importer and the sub-processor warrant that upon request of the data exporter and/or of the Commissioner, it will submit its data-processing facilities for an audit of the measures referred to above.
10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
11.2. All international data transfers are subjected to the provisions of the EU Decision 2021/915 of 4 June 2021 on the standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council.
11.3. Any transfer of data to a third country or an international organisation by our processors is done only on the basis of documented instructions from the Haar or in order to fulfill a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
11.4. The special categories of personal data where applicable are:
– The Data Exporter will transfer personnel data to be processed by the Data Importer on computer servers located in the UK. The categories of personal data to be processed include: first name; last name; order id; order details; city; state; country; and email addresses. The types of data subjects whose information will be processed are individuals. The purposes for which the personal data will be processed include: processing orders placed on the platform; and updating system with tracking details, maintain communication about the order status between parties.
– The data subject can enforce against the data exporter the clauses regarding the obligations of the data exporter(b to i), the obligations of the Data Importer (a to e, g to j), the liability (1 and 2), the jurisdiction and mediation, the cooperation with the supervisory authorities, the laws applicable, the sub-processing and the obligation after the termination of contracts of the third-party beneficiary.
– The data subject can enforce against the data importer the relevant Clauses of this agreement 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.
– The data subject can enforce against the sub-processor the relevant Clauses of this agreement 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.
– 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.
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or 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.
The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
13.1. This Agreement is governed by the laws of the EU and UK.
13.2. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted
13.3. 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.
13.4. The parties agree, under the law, to cooperate with the supervisory authority.
IN WITNESS WHEREOF, this Agreement is entered into with effect from the date of the acceptance of the standard contractual clauses from this Data Processing Agreement.
By clicking the “I have read these standard contractual clauses and accept” button below, you expressly agree to be bound by and strictly adhere to all of the terms of these standard contractual clauses.
If you do not agree to all of the terms of these standard contractual clauses, do not access or use any part of the Haar hosted service from the UK.
The date of the standard contractual clauses is the date you accept.