Data Processing Agreement

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Tent is an online community platform, which is owned, and the service provided, by Impact Box Limited (“Impact Box”, “us” and “we” below), Company Number 09914362, a limited company registered in England and Wales.

Our contact details

Address: Unit Z, 23 Alphabet Mews, London, SW9 0FN

Email: tent@impactbox.co.uk

Website: tent.software

This Tent Data Processing Agreement and its Annexes (DPA) details the parties’ agreement with respect to the processing of personal data by Impact Box Limited, on behalf of you, in connection with the Tent subscription service. The DPA is supplementary to, and forms an integral part of, the Tent Terms of Use.

We will update these terms from time to time. If you have an active Tent subscription, we will inform you of any updates via email or a notification within the platform.

1. Definitions

1.1 Unless otherwise defined herein, capitalised terms and expressions used in this Agreement shall have the following meaning:

  • “Agreement” means this Data Processing Agreement and all Schedules;

  • “Organisation Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Organisation pursuant to or in connection with the Principal Agreement;

  • “Contracted Processor” means a Subprocessor;

  • “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

  • “EEA” means the European Economic Area;

  • “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

  • “GDPR” means EU General Data Protection Regulation 2016/679;

  • “Data Transfer” means:

    • a transfer of Organisation Personal Data from the Data Controller to a Contracted Processor; or

    • an onward transfer of Organisation 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);

  • “Terms of Use” means the agreement in place between the Parties governing use of the Tent platform.

  • “Subprocessor” means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Data Controller in connection with the Agreement.

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.

2. Roles and responsibilities

2.1 Parties’ roles. The parties acknowledge and agree that with regard to the processing of Organisation Personal Data, Customer is the Data Controller and Impact Box is a Data Processor acting on behalf of Customer.

2.2 The Data Processor shall:

  • comply with all applicable Data Protection Laws in the Processing of Personal Data; and
  • not process Personal Data other than on the Data Controller’s documented instructions; and
  • notify the Data Controller immediately if it believes that it has been given an instruction which does not comply with Data Protection Laws.

2.3 The Data Controller:

  • Instructs the Data Processor to process Personal Data as reasonably necessary for the provision of the Services and consistent with the Tent Terms of Use.
  • will ensure that it has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of Personal Data and any processing instructions it issues to Data Processor
  • shall have sole responsibility for the accuracy, quality, and legality of Organisation Personal Data and the means by which the data is acquired.

2.4 Annex 1 to this Agreement sets out certain information regarding **Data Processor’s **Processing of Organisation Personal Data as required by article 28(3) of the GDPR. **Data Controller **may make reasonable amendments to Annex 1 by written notice to **Data Processor’s **from time to time as **Data Controller **reasonably considers necessary to meet those requirements.

3. Data Processor Personnel

3.1 The Data 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 Organisation Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Organisation 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. Security

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, the **Data Processor **shall in relation to the Organisation 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 Data Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 The Tent platform is hosted on Amazon Web Services EMEA SARL (AWS), who therefore serve as a Sub-Processor to process Personal Data on your behalf. This AWS server is located in the EU and as such, your Organisation Personal Data will not be transferred outside of the EU.

5.2 We do not currently use any other sub-processors to process your Organisation Personal Data, and will notify you if we add or remove SubProcessors, prior to any such changes. Where we engage Sub-Processors, we will impose data protection terms on the SubProcessors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

5.3 We will notify you of any changes to Sub-processors by updating this DPA and will give you the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating this DPA. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).

6. Data Subject Rights

6.1 The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance. If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

7. Personal Data Breach

7.1 Data Processor shall notify **Data Controller **without undue delay upon becoming aware of a Personal Data Breach affecting Organisation Personal Data, providing Data Controller with sufficient information to allow Data Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Data Processor shall cooperate with Data Controller and take such reasonable steps as are directed by Data Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

8.1 Data Processor shall provide reasonable assistance to Data Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which **Data Controller **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 Organisation Personal Data by, and taking into account the nature of the Processing and information available to Data Processor.

9. Deletion of Organisation Personal Data

9.1 Data Processor shall promptly and in any event within 30 days of the cessation of any Services involving the Processing of Organisation Personal Data delete and procure the deletion of all copies of those Organisation Personal Data.

9.2 Data Controller can request that Personal Data be deleted at any time, at which request Data Processor shall delete any such data as soon as is reasonably practicable.

10. Audit rights

10.1 Data Processor shall make available to Data Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Data Controller or an auditor mandated by Data Controller in relation to the Processing of the Organisation Personal Data by Contracted Processors.

10.2 Information and audit rights of the Data Controller 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. Data Transfer

11.1 The Data Processor may not transfer or authorise the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Data Controller. 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.

12. General Terms

12.1 Confidentiality. Each Party must keep 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.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by English Law.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.

ANNEX 1: DETAILS OF PROCESSING OF ORGANISATION PERSONAL DATA

This Annex 1 includes certain details of the Processing of Organisation Personal Data as required by Article 28(3) GDPR.

Subject matter of the data processing

The subject matter of the data processing under this DPA is the Organisation Personal Data.

Duration of the Processing of Organisation Personal Data

Subject to the 'Deletion of Organisation Personal Data' section of this DPA, we will Process Personal Data for the duration of the Tent Subscription, unless otherwise agreed in writing.

The nature and purpose of the Processing of Organisation Personal Data

We will process Personal Data as necessary to provide the Subscription Services pursuant to the Tent Terms of Use, and as further instructed by you in your use of the Subscription Services.

The types of Organisation Personal Data to be Processed

You may submit Personal Data to the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

  • Names and contact details (including email addresses and telephone numbers)
  • Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.
  • The parties do not anticipate the transfer of special categories of data.

The categories of Data Subject to whom the Organisation Personal Data relates

You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: Your Contacts and other end users including your volunteers, employees, service users, supporters, donors, funders, students, beneficiaries, participants. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.

The obligations and rights of the Data Controller

The obligations and rights of the Data Controller are set out in the Tent Terms of Use and this Agreement.