This OpenGenius Data Processing Addendum (“Addendum”) amends the OpenGenius Terms of Service (the “Agreement”) by and between you and OpenGenius (“OpenGenius Limited”), a company registered in the United Kingdom with offices at Tec Marina, Terra Nova Way, Penarth, Cardiff, CF64 1SA.
- “Controlling” means any decision or act which affects the security and Processing of Personal Data or of sets of Personal Data.
- “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
- “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.
- “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679).
- “Data Subject” means an identified or identifiable natural person to which the Personal Data pertain.
- “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject provided through OpenGenius’ Services, which OpenGenius Controls as a Data Controller in the course of providing its Services through approved Data Processors.
- “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Services” means the services provided by OpenGenius in accordance with your agreement to the OpenGenius Terms & Conditions and Terms of Service.
- “Sub-processor” means the entity engaged by the Data Processor or any further Sub-processor to Process Personal Data on behalf and under the authority of the Data Controller.
- “Supervisory Authority” means the individual authority established by a member state to supervise compliance with a regulation within its region, notably GDPR with regard to this Addendum.
2. Data Protection
- Data Subjects’ Personal Data may be transferred outside the European Economic Area or Switzerland. Such transfers will be completed in compliance with relevant Data Protection Legislation and OpenGenius, as Data Controller, has agreements with its Data Processors that if they transfer Personal Data to a jurisdiction for which the European Commission has not issued an adequacy decision, they will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with relevant Data Protection Legislation.
- When OpenGenius Controls Personal Data in the course of providing the Services, OpenGenius will:
- control the Personal Data as a Data Controller, only for the purpose of providing the Services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services), and as may subsequently be agreed to by you. If OpenGenius is required by law to Control or Process the Personal Data for any other purpose, OpenGenius will provide you with prior notice of this requirement, unless OpenGenius is prohibited by law from providing such notice;
- notify you if, in OpenGenius’ opinion, your instruction for the Controlling and Processing of Personal Data infringes applicable Data Protection Legislation;
- notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Supervisory Authority relating to OpenGenius’ Controlling or its Processors’ Processing of the Personal Data;
- implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected;
- provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing OpenGenius’ data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum;
- notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
- ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data;
- upon termination of the Agreement, OpenGenius will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data before termination, OpenGenius will provide you with a copy of such Personal Data.
- In the course of providing the Services, you acknowledge and agree that OpenGenius may use Processors and Sub-processors to Process the Personal Data. OpenGenius’ use of any specific Processor or Sub-processor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between OpenGenius and the Processor or Sub-processor.
- In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that OpenGenius may amend this Addendum from time to time by posting the relevant amended and restated Addendum on OpenGenius’ website, available at https://opengenius.com/privacy-policy/dpa/ and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to OpenGenius’ website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.
- Except when specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
- The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the United Kingdom applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the United Kingdom with respect to any dispute or claim arising out of or in connection with this Addendum.
Last Updated: 12th September 2018