This Data Processing Addendum (the Addendum) forms part of the Mayday Terms of Use (and any ancillary or related documentation), as updated or amended from time to time (the Agreement), between you, the Customer (as defined below) and Mayday.
Whereas:
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
It is agreed as follows:
Definitions and Interpretation
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;
"Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company 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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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 Company Personal Data from the Company to a Contracted Processor; or
an onward transfer of Company 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);
"Services" means the accounting automation services the Company provides.
"Sub-processor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company 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.
Processing of Company Personal Data
Processor shall:
comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
not Process Company Personal Data other than on the relevant Company’s documented instructions.
The Company instructs Processor to process Company Personal Data.
Processor Personnel
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 Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company 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.
Security
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, Processor shall in relation to the Company Personal Data implement appropriate technical and organisational 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.
In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
Sub-processing
The Customer consents to Mayday engaging third-party sub-processors to process the Data for the Permitted Purpose provided that:
Mayday maintains an up-to-date list of its sub-processors, which is available in Annex B, which it will update with details of any change in sub-processors at least 30 days prior to the change;
Mayday imposes data protection terms on any sub-processor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law.
Mayday remains liable for any breach of this Addendum that is caused by an act, error or omission of its sub-processor. The Customer may object to Mayday’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, Mayday will either not appoint or replace the sub-processor or, if Mayday determines at its sole discretion that this is not reasonably possible, the Customer may suspend or terminate the Agreement without penalty (without prejudice to any fees incurred by the Customer up to and including the date of suspension or termination).
Data Subject Rights
Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
Processor shall:
promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
Personal Data Breach
Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
Processor shall cooperate with the Company and take reasonable commercial steps as directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Data Protection Impact Assessment
If Mayday believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it will inform the Customer and provide reasonable cooperation to the Customer in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
Deletion or return of Company Personal Data
Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.
Data Transfer
Mayday will not transfer the Data outside of the European Economic Area (EEA) nor the United Kingdom (UK) unless it has taken such measures as are necessary to ensure the transfer is in compliance with the Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission and/or the UK Secretary of State (as applicable) has decided provides adequate protection for personal data (for example, Australia) or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission and/or UK Secretary of State or UK Information Commissioner (as applicable). To this end, you authorise Mayday to enter into standard contractual clauses as your agent and on your behalf with any recipient of Data who is not located in an Adequate Country where this is necessary for compliance with Applicable Data Protection Law.
General Terms
Confidentiality. Each Party must keep this Agreement and 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:
disclosure is required by law;
the relevant information is already in the public domain.
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.
Annex A - Data processing schedule
1. Subject matter and duration of processing of personal data
The subject matter of personal data to be processed is that of the employees, suppliers, and contacts of the Customer entered by or at the Customer's election into the Mayday platform.
The duration of processing personal data shall be for as long as we have a business relationship with the Customer, and at the end of that relationship, we will act in accordance with clause 9.a regarding the deletion or return of such personal data.
2. Nature and purpose of processing personal data
The nature and purpose of processing personal data is to enable the functionality of the Mayday Platform as set out in the Agreement and related documentation.
3. Types of personal data processed
The types of personal data processed include:
a) names
b) email addresses
4. Categories of data subjects
The categories of data subjects include:
a) employees of Customer
b) suppliers/service providers of Customer
c) customers/clients of Customer
Annex B - List of Sub-processors
The controller has authorised the use of the following sub-processors:
Amazon Web Services. Cloud services provider.
Google. Cloud services provider and analytics service.
Mailchimp. Email delivery service.
Paddle. Subscription management service.
Intercom. Help desk software.
Mixpanel. Analytics service.
For any issues or questions surrounding GDPR, data deletion requests, or data processing requests please email support@getmayday.com.