DATA PROCESSING AGREEMENT (DPA)
This Data Processing Agreement (“DPA”) forms part of the Terms of Use (or other similarly titled written or electronic agreement addressing the same subject matter) (“Agreement”) between Customer (as defined in the Agreement) and Enmovil Solutions under which the Processor provides the Controller with the software and services (the “Services”).
The Controller and the Processor are individually referred to as a “Party” and collectively as the “Parties”.
The Parties seek to implement this DPA to comply with the requirements of EU GDPR (defined hereunder) in relation to Processor’s processing of Personal Data (as defined under the EU GDPR) as part of its obligations under the Agreement.
This DPA shall apply to Processor’s processing of Personal Data, provided by the Controller as part of Processor’s obligations under the Agreement.
Except as modified below, the terms of the Agreement shall remain in full force and effect.
1. Definitions
Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement. The following terms shall have the corresponding meanings assigned to them below:
1.1. “Data Transfer” means a transfer of the Personal Data from the Controller to the Processor, or between two establishments of the Processor, or with a Sub-processor by the Processor.
1.2. “EU GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
1.3. “Standard Contractual Clauses” means the contractual clauses attached hereto as Schedule 1 pursuant to the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 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.
1.4. “Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
1.5. “Processor” means a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.
1.6. “Sub-processor” means a processor/sub-contractor appointed by the Processor for the provision of all or parts of the Services and Processes the Personal Data as provided by the Controller.
2. Purpose of this Agreement
This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be limited to the Processor’s obligations under the Agreement. If there is a conflict between the provisions of the Agreement and this DPA, the provisions of this DPA shall prevail.
3. Categories of Personal Data and Data Subjects
The Controller authorizes permission to the Processor to process the Personal Data to the extent of which is determined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I to Schedule 1 to this DPA.
4. Purpose of Processing
The objective of Processing of Personal Data by the Processor shall be limited to the Processor’s provision of the Services to the Controller and/or its Client, pursuant to the Agreement.
5. Duration of Processing
The Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing by the Controller.
6. Data Controller’s Obligations
6.1. The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the agreed services. To the extent required by Data Privacy Laws, Data Controller is responsible for ensuring that it provides such Personal Data to Data Processor based on an appropriate legal basis allowing lawful processing activities, including any necessary Data Subject consents to this Processing are obtained, and for ensuring that a record of such consents is maintained. Should such consent be revoked by the Data Subject, the Data Controller is responsible for communicating the fact of such revocation to the Data Processor.
6.2. The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant privacy notice.
6.3. The Data Controller shall request the Data Processor to purge Personal Data when required by the Data Controller or any Data Subject whom it collects Personal Data unless the Data Processor is otherwise required to retain the Personal Data by applicable law.
6.4. The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:
- 6.4.1. Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data.
- 6.4.2. Request from one or more individuals seeking to access, correct, or delete Personal Data.
- 6.4.3. Inquiry or complaint from one or more individuals relating to the collection, processing, use, or transfer of Personal Data; and
- 6.4.4. Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmental process seeking Personal Data.
7. Data Processor’s Obligations
7.1. The Processor will follow written and documented instructions received, including email, from the Controller, its affiliate, agents, or personnel, with respect to the Processing of Personal Data (each, an “Instruction”).
7.2. The Processing described in the Agreement and the relating documentation shall be considered as Instruction from the Controller.
7.3. At the Data Controller’s request, the Data Processor will provide reasonable assistance to the Data Controller in responding to or complying with requests or directions by Data Subject in exercising their rights or of the applicable regulatory authorities regarding Data Processor’s Processing of Personal Data.
7.4. In relation to the Personal Data, Data Processor shall obtain consent (where necessary) and/or provide notice to the Data Subject in accordance with Data Protection Laws to enable shared Personal Data to be provided to, and used by, the other Party as contemplated by this Agreement.
7.5. Where shared Personal Data is transferred outside the Data Processor’s territorial boundaries, the transferor shall ensure that the recipient of such data is under contractual obligations to protect such Personal Data to the same or higher standards as those imposed under this Addendum and the Data Protection Laws.
7.6. The Processor shall inform the Controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.
7.7. As a Data Processor, taking into account the nature of the processing and the information available to the Data Processor, the Data Processor shall assist the Data Controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under GDPR.
8. Data Secrecy
8.1. To Process the Personal Data, the Processor will use personnel who are:
- 8.1.1. Informed of the confidential nature of the Personal Data; and
- 8.1.2. Perform the Services in accordance with the Agreement.
8.2. The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with accepted industry practice and shall ensure that all the Personal Data is kept strictly confidential.
8.3. The Processor will maintain appropriate technical and organizational measures for protection of the security, confidentiality, and integrity of the Personal Data as per the standards mutually agreed in writing by the Parties.
9. Audit Rights
9.1. Upon Controller’s reasonable request, the Processor will make available information as is reasonably necessary to demonstrate Processor’s compliance with its obligations under the EU GDPR or other applicable laws.
9.2. When the Controller wishes to conduct the audit (by itself or through a representative) at Processor’s site, it shall provide at least fifteen (15) days’ prior written notice to the Processor.
9.3. The Controller shall bear the expense of such an audit.
10. Mechanism of Data Transfers
Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the “EEA”) shall only take place in compliance as detailed in Schedule 1 to the DPA.
11. Sub-processors
11.1. The Controller acknowledges and agrees that the Processor may engage a third-party Sub-processor(s) in connection with the performance of the Services, provided such Sub-processor(s) take technical and organizational measures to ensure confidentiality of Personal Data shared with them. The current Sub-processors are listed in Annex III of Schedule 1. The Processor shall notify the Controller at least thirty (30) calendar days in advance of any intended changes.
11.2. If the Controller has a concern that the Sub-processor’s Processing of Personal Data is reasonably likely to cause a breach of GDPR obligations, the Parties shall confer in good faith to address such concern.
12. Personal Data Breach Notification
12.1. The Processor shall maintain procedures for Personal Data Breaches and notify the Controller without undue delay.
12.2. The Processor shall assist the Controller in complying with notification obligations.
12.3. Processor’s notification shall not be construed as an acknowledgement of fault or liability.
13. Return and Deletion of Personal Data
13.1. The Processor shall return or delete Personal Data within thirty (30) days following termination of the Agreement.
13.2. The Processor shall delete all copies of Personal Data following the end of the Agreement.
14. Technical and Organizational Measures
The Processor shall implement appropriate technical and organizational measures to protect Personal Data as detailed in Annex II of Schedule 1.
DPO Details
Name: Pallav Bose
Email ID: dpo@enmovil.ai
Contact Number: +91-93921-10257
