This Data Processing Agreement (“DPA”) reflects the parties’ agreement with respect to the terms governing the Processing of Personal Data under the DM Digital Software SRL (“Timeneye”) Terms and conditions (the “Agreement”). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement.
“Controller” means you, the client who subscribes the “Terms of Service” of Timeneye as workspace owner.
“Data Protection Law” means all national and European regulation relating to data protection and privacy, based on Italian legislation and GDPR. The terms “process”, “processes” and “processed” will be construed accordingly.
“Data Subject” means the individual to whom Personal Data relates.
“GDPR” means the General Data Protection 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.
“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Controller data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.
“Processor” means DM Digital Software SRL, the company which processes Personal Data on behalf of the Controller, by executing the Agreement. The DM Digital Software SRL’s Contact Data are as follows: DM Digital Software SRL Viale Autodromo, 206-210 41126, Modena – Italia E-mail: [email protected] +39 059 815602
Details of the Processing
Categories of Data Subjects. Controller’s employees, contractors, collaborators and other individuals from whom Controller may collect Personal Data using the Timeneye Service. Data Subjects also include individuals attempting to communicate with or transfer Personal Data to the Controller’s end users.
Types of Personal Data. Contact information, the extent of which is determined and controlled by the Controller in its sole discretion, and other Personal Data such as navigational data (including website usage information), email data, system usage data, application integration data, and other electronic data submitted, stored, sent, or received by end users via the Service.
Subject-Matter and Nature of the Processing. The subject-matter of Processing of Personal Data by Processor is the provision of the Services to the Controller that involves the Processing of Personal Data. Personal Data will be subject to those Processing activities as may be specified in the Agreement and an Order.
Purpose of the Processing. Personal Data will be Processed for purposes of providing the services set out and otherwise agreed to in the Agreement and any applicable Order.
Duration of the Processing. Personal Data will be Processed for the duration of the Agreement.
Within the scope of the Agreement and in its use of the services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller’s Instructions for the Processing of Personal Data shall comply with the Data Protection Law. This DPA is Controller’s complete and final Instruction to Timeneye in relation to Personal Data and that additional provisions outside the scope of DPA would require prior written agreement between the parties. Instructions shall initially be specified in the Agreement and may, from time to time thereafter, be amended, amplified or replaced by Controller in separate written instructions (as individual instructions).
Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.
Obligations of Processor
Compliance with Instructions. You acknowledge and agree that you are the Controller of Personal Data and Timeneye is the Processor of that data. Processor shall collect, process and use Personal Data only within the scope of Controller’s Instructions. If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay and cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply. Processor will not be liable to the Controller under the Agreement for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.
Security. Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, described under Exibit 1. Such measures are:
the prevention of unauthorized persons from gaining access to Personal Data Processing systems (physical access control),
the prevention of Personal Data Processing systems from being used without authorization (logical access control),
ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization (data access control),
ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified (data transfer control),
ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into or modified in, Personal Data Processing systems (entry control),
ensuring that Personal Data is Processed solely in accordance with the Instructions (control of instructions),
ensuring that Personal Data is protected against accidental destruction or loss (availability control).
Processor will facilitate Controller’s compliance with the Controller’s obligation to implement security measures with respect to Personal Data (including if applicable Controller’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR), by (i) implementing and maintaining the security measures described under Exibit 1, (ii) complying with the terms of Section “Personal Data Breaches” (Point 5); and (iii) providing the Controller with information in relation to the Processing in accordance with Section “Possible control activities” (Point 9).
Processor shall ensure that the staff involved in processing Personal Data on its behalf has been correctly instructed, has received a regular assignment letter for the processing of Data under Data Protection Law and adequate awareness-raising and training pursuant to 29 del GDPR. Processor shall ensure that any personnel authorized to process Personal Data on its behalf is subject to confidentiality obligations with respect to that Personal Data during the development of the above-entitled activities.
Personal Data Breaches. Processor will notify the Controller of a Personal Data Breach affecting any Personal Data as described under Article 34 of the GDPR. At the Controller’s request, Processor will promptly provide the Controller with all reasonable assistance necessary to enable the Controller to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Controller is required to do so under the Data Protection Law.
Data Subject Requests. Processor will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law. If such request is made directly to Processor, Processor will promptly inform Controller and will advise Data Subjects to submit their request to the Controller. Controller shall be solely responsible for responding to any Data Subjects’ requests. Controller shall reimburse Processor for the costs arising from this assistance.
Sub-Processors. Processor shall be entitled to engage sub-Processors to fulfil Processor’s obligations defined in the Agreement only with Controller’s consent. For these purposes, Controller consents to the engagement as sub-Processors of Processor’s affiliated companies and the third parties listed in Exhibit 2. For the avoidance of doubt, the above authorization constitutes Controller’s prior written consent to the sub-Processing by Processor. If the Processor intends to instruct sub-Processors other than the companies listed in Exhibit 2, the Processor will notify the Controller thereof in writing (email to the email address(es) on record in Processor’s account information for Controller is sufficient) and will give the Controller the opportunity to object to the engagement of the new sub-Processors within 30 days after being notified. The objection must be based on reasonable grounds (e.g. if the Controller proves that significant risks for the protection of its Personal Data exist at the sub-Processor). If the Processor and Controller are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party, with any subsequent consequence as for payment obligations and workspace termination set forth in the Terms of Service. Where a sub-Processor is engaged, the Controller must be granted the right to monitor and inspect the sub-Processor’s activities in accordance with this DPA and the Data Protection Law, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the sub-Processing contract, where necessary by inspecting the relevant contract documents. The provisions of this Section shall mutually apply if the Processor engages a sub-Processor in a country outside the European Economic Area (“EEA”) not recognized by the European Commission as providing an adequate level of protection for personal data. If, in the performance of this DPA, Timeneye transfers any Personal Data to a sub-processor located outside of the EEA, Timeneye shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.
Deletion or Retrieval of Personal Data. According to section n. 5 of the (“Terms of Service”) in case of termination or expiry of the Agreement, Controller will give advance notice to Processor that Data will be deleted and that Processor will be given the chance to download it. Following termination or expiry of the Service, Processor will immediately delete all Personal Data (including copies thereof) processed pursuant to this DPA, except its storage in full or part be requested by other applicable legislation. If Processor is unable to delete Personal Data for technical or other reasons, Processor will apply measures to ensure that Personal Data is blocked from any further Processing.
Possible control activities. Controller may, prior to the commencement of Processing, audit the technical and organizational measures taken by Processor. Secondly, for such purpose, Controller may obtain information from the Processor. Processor shall, upon Controller’s written request and within a reasonable period of time, provide Controller with all request information, to the extent that such information is within Processor’s control and Processor is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.
In case of any conflict, this DPA shall take precedence over the regulations of the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.
Effective 25 May 2018, Timeneye will process Personal Data in accordance with the GDPR requirements contained herein which are directly applicable to Timeneye’s provision of the Services.
Parties to this DPA
This DPA is an amendment to and forms part of the Agreement. Upon the incorporation of this DPA into the Agreement Controller and DM Digital Software SRL are also each a party to this DPA.
The legal entity agreeing to this DPA as Controller represents that it is authorized to agree to and enter into this DPA.
Description of the technical and organizational security measures.
Timeneye currently observes the security practices described as follows. Timeneye may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.
Preventing Unauthorized Product Access Outsourced processing: Timeneye hosts its Service with outsourced cloud infrastructure providers. Additionally, Timeneye maintains contractual relationships with vendors in order to provide the Service in accordance with our Data Processing Agreement. Timeneye relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors. Physical and environmental security: Timeneye hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications. Authentication: Timeneye implemented a uniform password policy for its Service. Customers who interact with the Service must authenticate before accessing non-public data. Authorization: Customer data is stored in multi-tenant storage systems accessible to customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Timeneye’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set. Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.
Preventing Unauthorized Product Use Timeneye implements industry standard access controls and detection capabilities for the internal networks that support its Service. Security reviews of code stored in Timeneye’s source code repositories is performed, checking for coding best practices and identifiable software flaws.
Limitations of Privilege & Authorization Requirements Product access: A subset of Timeneye’s employees have access to the product and to personal data via controlled interfaces, based on a business need to know. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role. Code of conduct: All employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
Transmission Control In-transit: Timeneye makes HTTPS encryption (also referred to as SSL or TLS) mandatory on every one of its login interfaces. Timeneye’s HTTPS implementation uses industry standard algorithms and certificates. At-rest: Timeneye stores user passwords following policies that follow industry standard practices for security. With effect 25 May 2018, Timeneye has implemented technologies to ensure that stored password data is always encrypted.
Input Control Detection: Timeneye designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Timeneye personnel, including security, operations, and support personnel, are responsive to known incidents. Response and tracking: Timeneye maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Timeneye will take appropriate steps to minimize damage or unauthorized disclosure. Communication: If Timeneye becomes aware of unlawful access to data stored within its products, Timeneye will notified those affected promptly per the GDPR requirements described in Article 34.