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DATA PROCESSING ADDENDUM
Effective: June 30August 21, 2023
1. INTRODUCTION
This GDPR Data Processing Addendum (“DPA”, “Data Processing Addendum’, “Addendum”) forms part of the master Terms of Service Agreement available at https://jirachecklist.com (“Agreement”), entered into by and between _____________________________________________________ (“You”, or “Customer”, “Controller”) and Railsware Products Studio LLC. (“Smart Checklist”“TitanApps”, “Processor”), in accordance to which Customer has accessed Smart Checklist’s TitanApps’s Application Services as outlined in the applicable Data Processing Agreement (DPA). The main goal of this DPA is to demonstrate agreement between the two parties in terms of the processing of Personal Data in compliance with the requirements of Data Protection Legislation as provided below.
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“Sub-processor” means any person (including any third party, but excluding Smart Checklist TitanApps employees) appointed by or on behalf of Smart Checklist TitanApps to process data in connection with the Agreement.
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3.1. Types of Information
Smart Checklist TitanApps collects Personal (see the Privacy Policy Privacy Policy ) in order to leverage Smart Checklist TitanApps Application functionality to Customers, as well as offer them high-quality user experience while they browse Smart Checklist TitanApps website.
3.2. Purpose of the Processing
Smart Checklist TitanApps processes Personal Information to perform its obligations under the Terms of Service Agreement. In no event will Smart Checklist TitanApps process any Personal Data for its own purpose or those of any third party.
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4. OBLIGATIONS OF PROCESSOR
4.1. Data processing
Smart Checklist TitanApps as the Processor agrees and warrants to process Personal Data only on behalf of the Controller and in compliance with its instructions and the Data Processing Addendum unless the instructions are unlawful; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Controller of its inability to comply, in which case the Controller is entitled to suspend the transfer of data and/or terminate the contract.
4.2. Security
Smart Checklist TitanApps as the Processor shall take the appropriate technical and organizational measures (specified in Appendix 2) to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.
4.3. Confidentiality
Smart Checklist TitanApps as the Processor shall ensure that any personnel whom we authorize to process Personal Data on Smart Checklist’s TitanApps’s behalf is subject to confidentiality obligations with respect to that Personal Data. The undertaking to confidentiality shall continue after the termination of the above-entitled activities.
Smart Checklist TitanApps ensures that its personnel who access Personal Data are subject to confidentiality obligations that restrict their ability to disclose Customer Personal Data.
4.4. Personal Data Breaches
Smart Checklist TitanApps as the Processor is obliged to notify the Controller about a Personal Data Breach not later than 72 hours after having become aware of it.
4.5. Inquiries from the Controller
Smart Checklist TitanApps as the Processor will deal promptly and properly with all inquiries from the Controller relating to its processing of Personal Data subject to the transfer and abide by the advice of the supervisory authority with regard to the processing of the data transferred.
4.6. Data Subject Requests
Smart Checklist TitanApps as the Processor shall
(i) inform the Controller if it receives a request from a Data Subject under any Applicable Law with respect to Controller Personal Data, and
(ii) not respond to the request except: on the written instructions of the applicable Controller Group Member; or as required by Applicable Laws to which the Contracted Processor is subject, in which case Processor shall (to the extent permitted by Applicable Laws) inform Controller of that legal requirement before the Contracted Processor responds to the request.
4.7. Sub-processors
Smart Checklist TitanApps as the Processor may hire other companies to provide limited services on its behalf. Any such sub-processors will be permitted to process Personal Data only to deliver the services Smart Checklist TitanApps has retained them to provide, and they shall be prohibited from using Personal Data for any other purpose. Smart Checklist TitanApps remains responsible for its sub-processors’ compliance with the obligations of this DPA. Any subcontractors to whom Smart Checklist TitanApps transfers Personal Data will have entered into written agreements with Smart Checklist TitanApps requiring that they abide by terms substantially similar to this DPA.
A list of subcontractors is available to the Customer (article 7 of the Privacy Policy ). If the Controller requires prior notification of any updates to the list of sub-processors, the Controller may request such notification in writing by emailing smartchecklist@railsware.com. Smart Checklist TitanApps will update the list within seventy-two (72) hours of any such notification if Customer does not legitimately object within that time frame. Legitimate objections must contain reasonable and documented grounds relating to a subcontractor’s non-compliance with applicable Data Protection Legislation. If in Smart Checklist’s TitanApps’s reasonable opinion, such objections are not legitimate, the Controller may, by providing written notice to Smart ChecklistTitanApps, terminate the Agreement.
4.8. Notifications
Smart Checklist TitanApps as the Processor will promptly notify the Controller about:
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If the Controller is required to carry out a Data Protection Impact Assessment or a subsequent consultation within the meaning of Articles 35 and 36 of the GDPR, the Data Processor will cooperate with such, in the event that one is necessary and following a reasonable request to do so.
4.10. Data Transfers
Smart Checklist TitanApps customers acknowledge and agree that, in connection with the performance of the services under the Agreement, Personal Data may be transferred outside of the European Union (EU) and the European Economic Area (EEA). While transferring the data, Smart Checklist TitanApps takes the necessary measures to safeguard the activity in general, and the data subjects in particular to ensure an appropriate level of protection for their fundamental rights. This Privacy Policy shall apply even if Personal Information is transferred or accessed from other countries.
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Upon termination or expiration of the Agreement or upon Customer’s request, Smart Checklist TitanApps will delete or return to Customer all individual- and account-related Personal Data that is in its possession or control (including any Data subcontracted to a third party for processing). This requirement will not apply to the extent that Smart Checklist TitanApps is required by any EU (or any EU Member State) law to retain some or all of the Data, in which event Smart Checklist TitanApps will isolate and protect the Data from any further processing except to the extent required by such law.
5. COMPLIANCE
Smart Checklist TitanApps shall, upon Customer request (not to exceed one request per calendar year) by email to smartchecklist@railsware.com, demonstrate compliance with the obligations set out in this DPA in writing. If the information Smart Checklist TitanApps provides, in Customer’s reasonable judgement, is not sufficient to confirm Smart Checklist’s TitanApps’s compliance with the terms of this Agreement, then the GDPR compliant Customer or an accredited and GDPR compliant third-party audit firm that is not a competitor of Smart Checklist TitanApps and other Railsware Affiliates agreed to by both Customer and Smart Checklist TitanApps may audit Smart Checklist’s TitanApps’s compliance with the terms of this Agreement during regular business hours in a manner that is not disruptive to Smart Checklist’s TitanApps’s business, upon reasonable advance notice to Smart Checklist TitanApps of no less than 60 days and subject to reasonable confidentiality procedures. The Controller is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Smart Checklist TitanApps expends for any such audit, in addition to the rates for support services performed by Smart Checklist TitanApps and any expenses incurred by Smart Checklist TitanApps in complying with this Agreement. Before the commencement of any such audit, the Controller and Smart Checklist TitanApps shall mutually agree upon the timing, duration and scope of the audit, which shall not involve physical access to the servers from which the data processing services are provided. You shall promptly notify Smart Checklist TitanApps of information regarding any non-compliance discovered during the course of an audit. The Controller may not audit Smart Checklist TitanApps more than once annually.
6. GOVERNING LAW
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Upon written notice to the Controller, Smart Checklist TitanApps may revise this DPA from time to time. Controller, in turn, will review the suggested amendments and respond within fourteen (14) days after receipt of the notice.
If the Controller does not agree to any changes to the Addendum which Processor considers to be critical, the Controller should not continue to use the Smart Checklist TitanApps application.
On behalf of the Controller:
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Data subjects
Authorized Users of Smart Checklist TitanApps Application;
Employees of the Data Exporter;
Consultants of the Data Exporter;
Contractors of the Data Exporter;
Agents of the Data Exporter;
Customers of the Data Exporter; and/or
Third parties with which the Data Exporter conducts business.
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Processor will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of personal data transferred to Processor as described in the Smart ChecklistTitanApps's Security Practices, including but not limited to:
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