Data Processing Addendum (DPA)
If the Client entity entering into this DPA has executed an order form or statement of work with Zinrelo pursuant to the Agreement (an “Ordering Document”), but is not itself a party to the Agreement, this DPA is an addendum to that Ordering Document and applicable renewal Ordering Documents. If the Client entity entering into this DPA is neither a party to an Ordering Document nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Client entity that is a party to the Agreement executes this DPA.
This DPA shall not replace or supersede any agreement or addendum relating to processing of personal data negotiated by Client and referenced in the Agreement, and any such individually negotiated agreement or addendum shall apply instead of this DPA.
In the course of providing the Loyalty Rewards Platform Services to Client pursuant to the Agreement, Zinrelo may process personal data on behalf of Client. Zinrelo agrees to comply with the following provisions with respect to any personal data submitted by or for Client to the Loyalty Rewards Platform Services or collected and processed by or for Client through the Loyalty Rewards Platform Services. Any capitalized but undefined terms herein shall have the meaning set forth in the Agreement.
Data Processing Terms
In this DPA, “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/279)), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.
“data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “appropriate technical and organisational measures” shall be interpreted in accordance with applicable Data Protection Legislation;
The parties agree that Client is the data controller and that Zinrelo is its data processor in relation to personal data that is processed in the course of providing the Loyalty Rewards Platform Services. Client shall comply at all times with Data Protection Legislation in respect of all personal data it provided to Zinrelo pursuant to the Agreement.
The subject-matter of the data processing covered by this DPA is the Loyalty Rewards Platform Services ordered by Client either through Zinrelo’s website or through an Ordering Document and provided by Zinrelo to Client via www.zinrelo.com or as additionally described in the Agreement or the DPA. The processing will be carried out until the term of Client’s ordering of the Loyalty Rewards Platform Services ceases. Further details of the data processing are set out in Annex 1 hereto.
In respect of personal data processed in the course of providing the Loyalty Rewards Platform Services, Zinrelo:
- shall process the personal data only in accordance with the documented instructions from Client (as set out in this DPA or the Agreement or as otherwise notified by Client to Zinrelo (from time to time) If Zinrelo is required to process the personal data for any other purpose provided by applicable law to which it is subject, Zinrelo will inform Client of such requirement prior to the processing unless that law prohibits this on important grounds of public interest;
- shall notify Client without undue delay if, in Zinrelo’s opinion, an instruction for the processing of personal data given by Client infringes applicable Data Protection Legislation;
- shall implement and maintain appropriate technical and organisational measures designed to protect the personal data against unauthorised 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 unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected;
- may hire other companies to provide limited services on its behalf, provided that Zinrelo complies with the provisions of this Clause. Any such subcontractors will be permitted to process personal data only to deliver the services Zinrelo has retained them to provide, and they shall be prohibited from using personal data for any other purpose. Zinrelo remains responsible for its subcontractors’ compliance with the obligations of this DPA. Any subcontractors to whom Zinrelo transfers personal data will have entered into written agreements with Zinrelo requiring that the subcontractor abide by terms substantially similar to this DPA. If Client requires prior notification of any updates to the list of subprocessors, Client can request such notification in writing by emailing [email protected] . Zinrelo will update the list within thirty (30) days of any such notification if Client does not legitimately object within that timeframe. Legitimate objections must contain reasonable and documented grounds relating to a subcontractor’s non-compliance with applicable Data Protection Legislation. If, in Zinrelo’s reasonable opinion, such objections are legitimate, the Client may, by providing written notice to Zinrelo, terminate the Agreement.
- shall ensure that all Zinrelo personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations sets out in this Clause;
- at the Client’s request and cost (and insofar as is possible), shall assist the Client by implementing appropriate and reasonable technical and organizational measures to assist with the Client’s obligation to respond to requests from data subjects under Data Protection Legislation (including requests for information relating to the processing, and requests relating to access, rectification, erasure or portability of the personal data) provided that Zinrelo reserves the right to reimbursement from Client for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
- when the General Data Protection Regulation (Regulation (EU) 2016/279) comes into effect, shall take reasonable steps at the Client’s request and cost to assist Client in meeting Client’s obligations under Article 32 to 36 of that regulation taking into account the nature of the processing under this DPA, provided that Zinrelo reserves the right to reimbursement from Client for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
- at the end of the applicable term of the Loyalty Rewards Platform Services, upon Client’s request, shall securely destroy or return such personal data to Client;
- may transfer personal data from the EEA to the US for the purposes of this DPA;
- shall allow Client and its respective auditors or authorized agents to conduct audits or inspections during the term of the Agreement, which shall include providing reasonable access to the premises, resources and personnel used by Zinrelo in connection with the provision of the Loyalty Rewards Platform Services, and provide all reasonable assistance in order to assist Client in exercising its audit rights under this Clause. The purposes of an audit pursuant to this Clause include to verify that Zinrelo is processing personal data in accordance with its obligations under the DPA and applicable Data Protection Legislation. Notwithstanding the foregoing, such audit shall consist solely of: (i) the provision by Zinrelo of written information (including, without limitation, questionnaires and information about security policies) that may include information relating to subcontractors; and (ii) interviews with Zinrelo’s IT personnel. Such audit may be carried out by Client or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality. For the avoidance of doubt no access to any part of Zinrelo’s IT system, data hosting sites or centers, or infrastructure will be permitted;
- If Zinrelo becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that is processed by Zinrelo in the course of providing the Loyalty Rewards Platform Services (an “Incident”) under the Agreement it shall without undue delay notify Client and provide Client (as soon as possible) with a description of the Incident as well as periodic updates to information about the Incident, including its impact on Client Content. Zinrelo shall additionally take action to investigate the Incident and reasonably prevent or mitigate the effects of the Incident;
- Zinrelo shall provide information requested by Client to demonstrate compliance with the obligations set out in this DPA.
Details of the Data Processing
Zinrelo shall process information to provide the Loyalty Rewards Platform Services pursuant to the Agreement. Zinrelo shall process information sent by Client’s end users identified through Client’s implementation of the Loyalty Rewards Platform Services. As an example, in a standard programmatic implementation, to utilize the Loyalty Rewards Platform Services, Client may allow the following information to be sent by default as “default properties:”
Types of Personal Data
- Email address
- Phone Number
- Purchase data including products purchased, prices, quantity, store name etc.
- Social Media profile info
- User tags to identify users
- Time zone
- Browser Version
- Current URL
- Initial Referrer
- Initial Referring Domain
- Operating System
- Zinrelo Library
- Referring Domain
- Screen Height
- Screen Width
- Search Engine
- Search Keyword
- UTM Parameters (ie. any UTM tags associated with the link a Client clicked to arrive at the domain)
Categories of Data Subjects
Users of the Clients web and mobile applications.
The provision of Loyalty Rewards Platform Services by Zinrelo to Client.