Data Processing Agreement
This Data Processing Agreement (“DPA”), entered into by the customer identified in the applicable service order document (“Customer”) and Fliproom (“Fliproom”), governs the processing of Personal Data that Customer uploads or otherwise provides Fliproom in connection with the services.
1. DEFINITIONS
“General Data Protection Regulation” or "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council together with any subordinate legislation or regulation implementing the General Data Protection Regulation.
“CCPA” means the California Consumer Privacy Act of 2018 together with any subordinate legislation or regulations.
“Customer Personal Data” means Personal Data that Customer uploads or otherwise provides Fliproom in connection with its use of Fliproom’s services.
“Data Protection Requirements” means the General Data Protection Regulation, and any applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, and protection of Personal Data; and (b) the Processing of any Personal Data. Data Protection Requirements may include, but are not limited to, EU GDPR / UK GDPR, the Swiss Federal Act on Data Protection 2020, LGPD (Brazil’s General Data Protection Law), PIPEDA and the CCPA.
“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data.
“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Content” means any content provided to us from you or your end-users.
“Subprocessor” means any entity which provides processing services to Fliproom in furtherance of Fliproom’s processing of Customer Personal Data.
“Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has supervisory authority and jurisdiction over Customer.
2. NATURE OF DATA PROCESSING
Each party agrees to Process Personal Data received under the Agreement only for the purposes set forth in the Agreement.
3. PURPOSE(S) OF THE DATA PROCESSING
a. Provide, maintain and improve services (in accordance with the DPA) to the data exporter.
b. Provide customer support to the data exporter;
c. Otherwise fulfil Fliproom’s (and, if applicable, its affiliates) obligations under its respective services agreement with the data exporter;
d. Compliance with applicable law;
e. Optimise Customer experience, insights for product development and UX improvements;
f. Refine our services using data for analytics, marketing, newsletter and build unique, insightful products for an unbeatable user experience;
g. Ensure efficiency in our operations. We track inventory information such as products in stock, quantities sold and associated amounts. This helps us stay current on the latest sales trends so that we can always meet customer expectations.
4. CUSTOMER OBLIGATIONS
Customer agrees to: (i) fulfil the purposes of Fliproom’s Processing of Customer Personal Data in accordance with the Agreement; and (ii) comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers.
Customer agrees to, at Fliproom's request, designate to Fliproom a single point of contact responsible for (i) receiving and responding to data subject requests Fliproom receives from Customer data subjects relating to Customer Personal Data; and (ii) notifying Fliproom of Customer’s intended response to a data subject request relating to the access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Fliproom processes for Customer, and authorising Fliproom to fulfil such responses on behalf of Customer.
5. FLIPROOM OBLIGATIONS
5.1 Processing Requirements. Fliproom will:
a. Process Customer Personal Data (i) for the purpose of providing, supporting and improving Fliproom’s services (this includes, but is not limited to, relevant emails, social media posts and best selling items in a given period, insights and other reports), using appropriate technical and organisational security measures. Fliproom will not use or Process the Customer Personal Data for any other purpose. Fliproom will promptly inform Customer in writing if it cannot comply with the requirements under Section 5 of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;
b. Inform Customer promptly if, in Fliproom’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
c. If Fliproom is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
d. Take steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Fliproom’s behalf comply with the terms of the Agreement;
e. Ensure that its employees, authorised agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
f. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, Fliproom will inform the Customer. Subprocessors act on Fliproom’s instructions; and will enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein; and
5.2 Notice to Customer. FLIPROOM will inform Customer if Fliproom becomes aware of:
a. Any non-compliance by Fliproom or its employees with Section 5 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data Processed under this DPA;
b. Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Fliproom is otherwise forbidden by law to inform Customer, for example, to preserve the confidentiality of an investigation by law enforcement authorities;
c. Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
d. Any complaint or request (in particular, requests for access, rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data) received directly from data subjects of Customer. Fliproom will not substantively respond to any such request without Customer’s prior written authorisation.
5.3 Assistance to Customer. Fliproom will provide reasonable assistance to Customer regarding:
a. Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Fliproom processes for Customer. In the event that a data subject sends such a request directly to Fliproom, Fliproom will promptly send such request to Customer;
b. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer's data subjects regarding such Personal Data Breaches.
5.4 Required Processing. If Fliproom is required by Data Protection Requirements to Process any.
a. Customer Personal Data for a reason other than providing the services described in the Agreement, Fliproom will inform Customer of this requirement in advance of any Processing, unless Fliproom is legally prohibited from informing Customer of such Processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).
5.5 Security. Fliproom will:
a. Maintain appropriate organisational and technical security measures (which may include, with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) designed to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;
b. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Fliproom personnel with respect to Customer Personal Data and liable for any failure by such Fliproom personnel to meet the terms of this DPA;
c. Take reasonable steps to confirm that all Fliproom personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and
d. Notify Customer of any Personal Data Breach by Fliproom, its Subprocessors, or any other third parties acting on Fliproom’s behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.
If a Personal Data Breach results from either (i) the negligence or intentional misconduct of Fliproom (or any Fliproom Subprocessor consistent with Section 5.1(f)) or (ii) a material failure of Fliproom to comply with the terms of this DPA, Fliproom shall bear all costs associated with investigating and remediating the Personal Data Breach. Fliproom shall provide reasonable reimbursement to Customer for any costs associated with notifying affected individuals as required by law or providing individuals with credit monitoring or other appropriate remediation services, provided that Fliproom, as a processor, will adhere to its commitments under 5.3(b) of this DPA.
6. DATA RETURN AND DELETION
The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Fliproom shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Fliproom from returning or destroying all or part of the Customer Personal Data disclosed. In this case, Fliproom agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively Process such Customer Personal Data after such date in order to comply with applicable laws. For clarity, Fliproom may continue to Process Customer Personal Data that has been aggregated in a manner that does not identify individuals or customers to improve Fliproom’s systems and services.
7. TERM
This DPA shall remain in effect as long as Fliproom carries out Personal Data processing operations on behalf of Customer or until the termination of the Fliproom Contract (and all Personal Data has been returned or deleted in accordance with Section 6 above).
8. CONTROLLER TO PROCESSOR
The data transferred is the Personal Data provided by the data exporter (Customer) to the data importer (Fliproom) in connection with its use of Fliproom’s services, referred to as Customer Personal Data in the Data Processing Agreement.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
9. CALIFORNIA CONSUMER PRIVACY ACT
No CCPA Sale. The parties agree that for the purposes of the CCPA, Fliproom acts as a CCPA Service Provider for Customer Personal Data. Customer does not sell Customer Personal Data to Fliproom because Fliproom shall only use Customer Personal Data for the purposes specified in the DPA. The parties certify that they have read and understand this Agreement and will abide by it, including by avoiding any action that would cause the other Party to be deemed to have sold Personal Data or Personal Information under the CCPA.
10. COMPLIANCE WITH LAWS
You will ensure that your instructions comply with all laws, regulations and rules applicable in relation to Your Controlled Data, and that Your Controlled Data is collected lawfully by you or on your behalf and provided to us by you in accordance with such laws, rules and regulations. You will also ensure that the processing of Your Controlled Data in accordance with your instructions will not cause or result in us or you breaching any laws, rules or regulations. You are responsible for reviewing the information available from us relating to data security pursuant to the Agreement and making an independent determination as to whether the Services meet your requirements and legal obligations as well as your obligations under this DPA. Fliproom will not access or use your controlled data except as provided in the Agreement, as necessary to maintain or provide the Services or as necessary to comply with the law or binding order of a governmental, law enforcement or regulatory body.
11. GOVERNING LAW
This Agreement will be governed by the laws of England. The parties agree that the exclusive jurisdiction of any dispute arising from this Contract shall be heard and determined by the competent jurisdiction of the courts in England, without giving effect to the principles of conflict of law.