Data Processing Agreement
These Terms reflect the parties’ agreement with respect to the terms governing the processing and security of Customer Data under the Agreement.
Supplier agrees to comply with the following provisions with respect to any Personal Data Processed by Supplier in connection with its provision of the Services. References to the Agreement will be construed as including this Data Processing Agreement (“DPA”) and, except as modified below, the terms of the Agreement shall remain in full force and effect. For the purpose of this DPA, Buyer is the Data Controller and Supplier is the Data Processor. Any capitalized terms not defined herein shall have the meanings given to them in the Agreement. In the event of any conflict between this DPA and the Agreement, this DPA will prevail. In consideration of the mutual obligations set out herein and in the Agreement, the Parties hereby agree as follows.
- PROCESSING OF PERSONAL DATA
- RIGHTS OF DATA SUBJECTS
- SUPPLIER PERSONNEL
- SECURITY; AUDIT RIGHTS; PRIVACY IMPACT ASSESSMENTS
- SECURITY BREACH MANAGEMENT AND NOTIFICATION
- RETURN AND DELETION OF PERSONAL DATA
- PRIVACY SHIELD
- STANDARD CONTRACTUAL CLAUSES
- PARTIES TO THIS DPA
“Affiliates” shall mean subsidiaries and related entities to Buyer.
“Data Controller” means the entity that 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 Laws” means all laws and regulations, including laws and regulations of the European Union, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the individual to whom Personal Data relates.
“Personal Data” means any information relating to an identified or identifiable person. The types of Personal Data and categories of Data Subjects Processed under this DPA are set forth in Appendix A attached hereto.
“Privacy Shield” means the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).
“Security Breach” has the meaning set forth in Section 7 of this DPA.
“Sub-processor” means any Data Processor engaged by Supplier.
2.1 The Parties agree that with regard to the Processing of Personal Data, Buyer is the Data Controller and Supplier is the Data Processor.
2.2 Supplier shall process Personal Data in accordance with the requirements of the Data Protection Laws and Buyer will ensure that its instructions for the Processing of Personal Data shall comply with the Data Protection Laws. If Supplier believes or becomes aware that any of Buyer’s instructions conflicts with any Data Protection Laws, Supplier shall inform Buyer immediately at [email protected], or the relevant email address set forth in the Agreement.
2.3 Supplier shall implement technical and organizational measures in such a manner that the Processing of Personal Data complies with the Data Protection Laws.
2.4 During the Term of the Agreement, Supplier shall only Process Personal Data on behalf of and in accordance with Buyer’s written instructions and shall treat Personal Data as confidential information. Buyer instructs Supplier to Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and any applicable orders; and (ii) Processing to comply with other reasonable written instructions provided by Buyer where such instructions are consistent with the terms of the Agreement. Supplier may Process Personal Data other than on the written instructions of Buyer if it is required under applicable law to which Supplier is subject. In this situation, Supplier shall inform Buyer at [email protected] or the relevant email address set forth in the Agreement of such requirement before Supplier Processes the Personal Data unless prohibited by applicable law. The objective of Processing of Personal Data by Supplier is the provision of the Services pursuant to the Agreement.
2.5 Supplier shall not engage any further Sub-processors without the prior written consent of Buyer. Supplier agrees that any agreement with an approved Sub-processor shall include no less protective data protection obligations as set out in this DPA. Supplier shall remain responsible for any approved Sub-processor’s compliance with the obligations of this DPA.
3.1 To the extent Buyer, in its use or receipt of the Services, does not have the ability to correct, amend, restrict, block or delete Personal Data, as required by Data Protection Laws, Supplier shall promptly comply with reasonable requests by Buyer to facilitate such actions to the extent Supplier is legally permitted and able to do so.
3.2 Supplier shall, to the extent legally permitted, promptly notify Buyer at [email protected] or the relevant email address set forth in the Agreement if it receives a request from a Data Subject for access to, correction, amendment, deletion of or objection to the processing of that person’s Personal Data. Supplier shall not respond to any such Data Subject request without Buyer’s prior written consent except to confirm that the request relates to Buyer. To the extent that Buyer responds to any such Data Subject request, Supplier shall provide Buyer with commercially reasonable cooperation and assistance, including by implementing appropriate technical and organizational measures, in relation to handling of a Data Subject’s request, to the extent legally permitted.
4.1 Supplier shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and are subject to obligations of confidentiality and such obligations shall survive the termination of that individual’s engagement with Supplier.
4.2 Supplier shall ensure that access to Personal Data is limited to those personnel who require such access to fulfill Supplier’s obligations under the Agreement.
Supplier shall indemnify and hold harmless Buyer, its officers, directors, employees, contractors, affiliates and agents from and against all claims, liabilities, administrative fines, suits, judgments, actions, investigations, settlements, penalties, fines, damages and losses, demands, costs, expenses, and fees including reasonable attorneys’ fees and expenses, arising out of or in connection with any claims, demands, investigations, proceedings, or actions brought by Data Subjects, legal persons (e.g., corporations and organizations), or supervisory authorities under the Data Protection Laws that apply to the Supplier or any Sub-processor engaged by Supplier in respect of the Personal Data Processed under this DPA. No limitation of liability will apply to the indemnity provided in this DPA.
6.1 Pursuant to Article 28, Section 3(c) of the General Data Protection Regulation (“GDPR”), Supplier shall take all measures required pursuant to Article 32 of the GDPR.
6.2 Supplier will make available to Buyer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Buyer or another auditor mandated by Buyer.
6.3 Supplier will reasonably cooperate with Buyer to assist Buyer in ensuring compliance with Articles 32 to 36 of the GDPR.
7.1 If Supplier becomes aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to any Personal Data transmitted, stored or otherwise Processed on Supplier’s equipment or in Supplier’s facilities (“Security Breach”), Supplier will promptly: (i) notify Buyer of the Security Breach in accordance with Section 7.2 below; (ii) investigate the Security Breach and provide Buyer with all relevant information about the Security Breach; and (iii) take all steps to mitigate the effects and to minimize any damage resulting from the Security Breach.
7.2 Notification(s) of Security Breaches will be promptly delivered to the following email addresses: [email protected] with subject line to include “ATTN: Security”.
Upon Buyer’s request, Supplier shall delete or return Personal Data to Buyer and shall delete existing copies unless applicable European Union of Member State law requires storage of such data.
Supplier agrees to apply the Privacy Shield Framework Principles issued by the U.S. Department of Commerce, located at https://privacyshield.gov/ (“Privacy Shield Principles”) to all Personal Data that Buyer transfers to Supplier that originates from the European Economic Area or Switzerland (“EEA Data”). For clarity, Supplier agrees to: (a) use EEA Data only for purposes specified by Buyer; (b) notify Buyer at [email protected] , or the relevant email address set forth in the Agreement, upon Supplier’s determination that it can no longer apply the Privacy Shield Principles to EEA Data; and (c) upon such determination, cease use of EEA Data or take other reasonable and appropriate steps to apply the Privacy Shield Principles to EEA Data.
Buyer (as "data exporter") and Supplier (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any transfer of Personal Data that Buyer transfers to Supplier that originates from the European Economic Area or Switzerland. The Standard Contractual Clauses are attached hereto as Appendix B.
Nothing in this DPA shall confer any benefits or rights on any person or entity other than the Parties to this DPA.
Types of Personal Data: Data relating to individuals provided to Supplier by Buyer, Buyer’s customer and/or Buyer’s potential customer.
Categories of Data Subjects: Buyer customer, potential customers, and/or consultants.
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
Name of the data exporting organisation:
Project Management Institute, Inc. (and Affiliates)
Address: 14 Campus Blvd., Newtown Square, PA 19073
(the data exporter)
Data importer is the Supplier
(the data importer)
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is or may be located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.
For the purposes of the Clauses:
- 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; [If these Clauses are governed by a law which extends the protection of data protection laws to corporate persons, the words “except that, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of "personal data" is expanded to include those data” are added.]
- 'the data exporter' means the controller who transfers the personal data;
- '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 ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words "and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC" are deleted.]
- 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor 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;
- '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 Member State in which the data exporter is established;
- '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.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, 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 subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, 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 subprocessor 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.
Obligations of the data exporter
The data exporter agrees and warrants:
- 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 (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
- that it has instructed and throughout the duration of the personal data processing services will instruct the data importer 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;
- that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect 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, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
- that it will ensure compliance with the security measures;
- that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words "within the meaning of Directive 95/46/EC" are deleted.]
- to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
- that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
- that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
- to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- that it will promptly notify the data exporter about:
- to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
- at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
- to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
- that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
- to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- to refer the dispute to the courts in the Member State in which the data exporter is established.
- 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.
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
- The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
- The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor 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 subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
Appendix 1 to the Standard Contractual Clauses
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
The data exporter is:
Project Management Institute, Inc.
The Supplier is the data importer.
The personal data transferred concern the following categories of data subjects:
Buyer customer, potential customers, and/or consultants.
Categories of data
The personal data transferred concern the following categories of data:
Data relating to individuals provided to Supplier by Buyer, Buyer’s customer and/or Buyer’s potential customer.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
The personal data transferred will be subject to the following basic processing activities:
Services as described in the Agreement.
Appendix 2 to the Standard Contractual Clauses
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):
The data importer will implement the technical and organisational security measures described below in respect of personal data it processes on behalf of the data exporter pursuant to these Clauses:
- Information security policy: The data importer will implement a written information security policy that specifies the security standards it will apply to protect the personal data it processes in accordance with these Clauses. The information security policy will mandate the use of appropriate technical and organisational security measures throughout the data importer's organisation to protect personal data against unauthorised and unlawful processing and against accidental loss, damage or destruction. It will further describe the measures to be taken, and individuals to be notified, in the event of an actual or suspected data or security breach. The data importer will provide a copy of its information security policy to the data exporter upon request.
- Information security officer: The data importer will appoint a duly skilled, qualified and experienced employee with responsibility for ensuring the security of personal data processed by the data importer throughout its organisation and for reviewing, maintaining and updating the data importer's information security policy in accordance with best industry practice.
- Physical security: Access to data processing facilities will be restricted to duly authorised employees and contractors who have been issued with security badges. All data processing facilities will be manned by a security front desk on a 24 x 7 x 365 basis.
- Firewall and anti-virus:The data importer will implement appropriate firewall, anti-virus, anti-spyware and other anti-malware software and technologies on all networks and systems it uses to process personal data. The data importer will update its firewall, anti-virus, anti-spyware and other anti-malware software and technologies on a regular basis to ensure that they protect against then-current virus, spyware and other malware threats.
- Encryption: All personal data processed by the data importer on behalf of the data exporter shall be stored and transmitted in encrypted format only, including personal data processed by the data importer on portable media or portable devices.
- Portable media: Any devices, discs and other electronic storage media containing personal data must be destroyed once no longer needed in a manner which makes access to the personal data stored on them impossible. They must not be disclosed to any party not authorized to process personal data unless the data previously stored on those media has been irretrievably destroyed.
- Access controls: The data importer will implement technical access controls that restrict access to personal data it processes to duly authorised employees and contractors only. The data importer will further maintain a log of all access to personal data on its systems by any individual. Duly authorised employees and contractors will be permitted to access personal data only to the extent necessary for the performance of their duties. The data importer will identify and appoint a system administrator with overall responsibility for granting, changing or voiding data access privileges to its data processing systems.
- Usernames / passwords: Access to personal data will be controlled through access privileges (described above), usernames and confidential passwords. No two employees or contractors may share or use the same username. Employees and contractors will be required to change their passwords on a regular basis and at least once every six months. All employee passwords will be stored in encrypted format, and must be at least eight characters long consisting of one uppercase letter, one lowercase letter, one numeral and one symbol.
- Data separation:The data importer will ensure that personal data it processes on behalf of the data exporter is kept logically and/or physically separate from all other data processed by the data importer.
- Back-up: The data importer will take regular, weekly back-ups of the personal data that it processes on behalf of the data exporter. Data back-ups will be stored securely at an offsite location and will be available for data restoration within a 24 hour time period.
- Disaster recovery / business continuity: The data importer will implement appropriate disaster recovery and business continuity plans that will ensure the availability, security, integrity and (where necessary) restoration of the personal data on the occurrence of a force majeure or similar business interruption event. The data importer will provide a copy of its disaster recovery and business continuity plans to the data exporter upon request.
- Failure log: The data importer shall maintain a log of all data processing equipment failures that indicates the type of failure, the time of the failure, who notified the failure, who received the notification and the effects of the failure.
- Power loss: The data importer's data processing systems will protect against loss, destruction or damage of personal data due to failure or interference of any power supply.
- Audit:The data importer will audit its compliance with these Clauses and its information security policy on a regular basis and at least once per annum. Any remedial measures identified as necessary following an audit will be fully and promptly implemented.
- ISO certification: The data importer is, and will at all times throughout the duration of these Clauses remain, ISO 27001 certified. If the data importer's ISO 27001 certification mandates information security standards that exceed those described above in this Appendix 2, those ISO 27001 information security standards shall prevail.