Updated January 29, 2021
This Data Processing Addendum ("DPA") is incorporated into the Agreement between Dovico Software Inc. d/b/a Teamset and the customer entity that is a party to the Agreement ("Customer" or "you").All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. For the avoidance of doubt, all references to the "Agreement" shall include this DPA.
"Agreement" means Teamset’s Standard Terms of Service, or other written or electronic agreement, which govern the provision of the Service to Customer, as such terms or agreement may be updated from time to time.
"Customer Data" means any personal data that Teamset processes on behalf of Customer through the Service, as more particularly described in this DPA.
"Data Protection Laws" means all data protection laws and regulations applicable to a party's processing of Customer Data under the Agreement, including, where applicable, EU Data Protection Law and Non-EU Data Protection Laws.
"EU Data Protection Law" means all data protection laws and regulations applicable to Europe, including (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii); and (iii) in respect of the United Kingdom ("UK") any applicable national legislation that replaces or converts in domestic law the GDPR (“UK GDPR”) or any other law relating to data and privacy as a consequence of the UK leaving the European Union).
"Europe" means, for the purposes of this DPA, the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.
“Non-EU Data Protection Laws” means the California Consumer Privacy Act (“CCPA”); the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”); theBrazilian General Data Protection Law ("LGPD"), Federal Law no. 13,709/2018; and the Privacy Act 1988 of Australia, as amended ("Australian Privacy Law").
"Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, or alteration of, or unauthorized disclosure of or access to, Customer Data on systems managed or otherwise controlled by Teamset.
"Sensitive Data" means (a) social security number, tax file number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, credit, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords; or (f) other information that falls within the definition of "special categories of data" under applicable Data Protection Laws.
"Sub-processor" means any third-party processor engaged by Teamset to assist in fulfilling its obligations with respect to providing the Service pursuant to the Agreement or this DPA.
The terms "personal data", "controller", "data subject", "processor" and "processing" shall have the meaning given to them under applicable Data Protection Laws or if not defined thereunder, the GDPR, and "process", "processes" and "processed", with respect to any Customer Data, shall be interpreted accordingly.
2.1 Parties’ roles. If EU Data Protection Law or the LGPD applies to either party's processing of Customer Data, the parties acknowledge and agree that regarding the processing of Customer Data, Customer is the controller and Teamset is a processor acting on behalf of Customer, as further described in Annex A (Details of Data Processing) of this DPA. For the avoidance of doubt, this DPA shall not apply to instances where Teamset is the controller (as defined by EU Data Protection Law).
2.2 Purpose limitation. Teamset shall process Customer Data only in accordance with Customer’s documented lawful instructions as set forth in this DPA, as necessary to comply with applicable law, or as otherwise agreed in writing ("Permitted Purposes"). The parties agree that the Agreement sets out Customer’s complete and final instructions to Teamset in relation to the processing of Customer Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the parties.
2.3 Prohibited data. Customer will not provide (or cause to be provided) any Sensitive Data to Teamset for processing under the Agreement, and Teamset will have no liability whatsoever for Sensitive Data, whether in connection with a Security Incident or otherwise. For the avoidance of doubt, this DPA will not apply to Sensitive Data.
2.4 Customer compliance. Customer represents and warrants that (i) it has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of Customer Data and any processing instructions it issues to Teamset; (ii) it has provided, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under Data Protection Laws for Teamset to process Customer Data for the purposes described in the Agreement; and (iii) it has and will continue to have, the right to transfer, or provide access to, Customer Data to Teamset for processing in accordance with the terms of the Agreement and this DPA. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data.
2.5 Lawfulness of Customer's instructions. Customer will ensure that Teamset's processing of the Customer Data in accordance with Customer’s instructions will not cause Teamset to violate any applicable law, regulation, or rule, including, without limitation, Data Protection Laws. Teamset shall promptly notify Customer in writing, unless prohibited from doing so under EU Data Protection Laws, if it becomes aware or believes that any data processing instruction from Customer violates the GDPR or any UK implementation of the GDPR.
3.1 Authorized Sub-processors. Customer agrees that Teamset may engage Sub-processors to process Customer Data on Customer's behalf. The Sub-processors currently engaged by Teamset and authorized by Customer are available here. Teamset shall notify Customer if it adds or removes Sub-processors at least 30 days prior to any such changes.
3.2 Sub-processor obligations. Teamset shall: (i) enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Customer Data as those in this DPA, to the extent applicable to the nature of the service provided by such Sub-processor; and (ii) remain responsible for such Sub-processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause Teamset to breach any of its obligations under this DPA.
4.1 Security Measures. Considering 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, Teamset shall implement and maintain appropriate technical and organizational security measures that are designed to protect Customer Data from Security Incidents and designed to preserve the security and confidentiality of Customer Data.
4.2 Confidentiality of processing. Teamset shall ensure that any person who is authorized by Teamset to process Customer Data (including its staff, agents, and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
4.3 Updates to Security Measures. Customer is responsible for reviewing the information made available by Teamset relating to data security and making an independent determination as to whether the Service meets Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that Teamset may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Service provided to Customer.
4.4 Security Incident response. Upon becoming aware of a Security Incident, Teamset shall: (i) notify Customer without undue delay, and where feasible, in any event no later than 48 hours from becoming aware of the Security Incident; (ii) provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer; and (iii) promptly take reasonable steps to contain and investigate any Security Incident. Teamset's notification of or response to a Security Incident under this Section 4.4 shall not be construed as an acknowledgment by Teamset of any fault or liability with respect to the Security Incident.
4.5 Customer responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for securing its account authentication credentials.
5.1 Teamset shall make available to Customer on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by Customer or an auditor mandated by Customer in relation to the Processing of the Customer Data.
5.2 Customer undertaking an audit shall give Teamset reasonable notice of any audit or inspection to be conducted under section 5.1 and shall make reasonable endeavours to avoid causing any disruption to Teamset’s premises, equipment, personnel, and business while its personnel are on those premises during such an audit or inspection.
Deletion or return on termination. Upon termination or expiration of the Agreement, Teamset shall delete or return to Customer all Customer Data in its possession or control.
7.1 Data subject requests. Teamset shall, considering the nature of the processing, provide reasonable additional assistance to Customer to the extent possible to enable Customer to comply with its data protection obligations with respect to data subject rights under Data Protection Laws. If any such request is made to Teamset directly, Teamset shall not respond to such communication directly except as appropriate (for example, to direct the data subject to contact Customer) or legally required, without Customer's prior authorization. If Teamset is required to respond to such a request, Teamset shall promptly notify Customer and provide Customer with a copy of the request unless Teamset is legally prohibited from doing so. For the avoidance of doubt, nothing in the Agreement (including this DPA) shall restrict or prevent Teamset from responding to any data subject or data protection authority requests in relation to personal data for which Teamset is a controller.
7.2 Data protection impact assessment. To the extent required under applicable Data Protection Laws, Teamset shall (considering the nature of the processing and the information available to Teamset) provide all reasonably requested information regarding the Service to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Laws. Teamset shall comply with the foregoing by: (i) complying with requests for audits; (ii) providing the information contained in the Agreement, including this DPA; and (iii) if the foregoing sub-sections (i) and (ii) are insufficient for Customer to comply with such obligations, upon request, providing additional reasonable assistance (at Customer's expense).
To the extent Teamset processes Customer Data originating from and protected by Data Protection Laws in one of the jurisdictions listed in Annex B, then the terms specified in Annex B with respect to the applicable jurisdiction(s) (“Jurisdiction-Specific Terms”) apply in addition to the terms of this DPA. In the event of any conflict or ambiguity between the Jurisdiction-Specific Terms and any other terms of this DPA, the applicable Jurisdiction-Specific Terms will take precedence, but only to the extent of the Jurisdiction-Specific Terms’ applicability to Teamset.
9.1 Each party’s liability taken together in the aggregate arising out of or related to this DPA shall be subject to the exclusions and limitations of liability set forth in the Agreement.
9.2 Any claims made against Teamset under or in connection with this DPA shall be brought solely by the Customer entity that is a party to the Agreement.
9.3 In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.
10.1 This DPA shall remain in effect for as long as Teamset carries out Customer Data processing operations on behalf of Customer or until termination of the Agreement (and all Customer Data has been returned or deleted in accordance with Section 6 above).
10.2 The parties agree that this DPA shall replace any existing data processing addendum or similar document that the parties may have previously entered into in connection with the Service.
10.3 In the event of any conflict or inconsistency between this DPA and the Teamset Standard Terms of Service, the provisions of the following documents (in order of precedence) shall prevail: (i) this DPA; and then (ii) the Teamset Standard Terms of Service.
10.4 Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.
10.5 No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.
10.6 This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.
(a) Subject matter: The subject matter of the data processing under this DPA is the Customer Data:
(i) Name and email addresses;
(ii) Contact and financial information for account registration;
(iii) Messages you send to us by email, social media or other means;
(iv) Any information that you input into the system; and
(v) Responses to survey queries.
(b) Duration of processing: As between Teamset and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.
(c) Purpose of processing: Teamset shall only process Customer Data for the Permitted Purposes, which shall include:
(i) processing as necessary to provide the Service in accordance with the Agreement;
(ii) processing initiated by Customer in its use of the Service; and
(iii) processing to comply with any other reasonable instructions provided by Customer.
(d) Nature of the processing: Teamset provides tools for project teams to collaborate, track, and share project progress, to communicate and document project status, and to monitor project time.
(e) Categories of Data Subjects: The Data Subjects are any individual accessing and/or using the Services through the Customer's account ("Users"), and any individual:
(i) emails or otherwise engage or communicate with via the Services.
(f) Types of Customer Data: Contact data (name, address, email account, title), Users inputs, and any other Customer Data authorized by Customer.
Europe:
1. Objection to Sub-processors. Customer may object in writing to Teamset’s appointment of a new Sub-processor within five (5) calendar days of receiving notice in accordance with Section 3.1 of DPA, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Teamset will, at its sole discretion, either not appoint such Sub-processor, or permit Customer to suspend or terminate the affected Service in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination).
2. Government data access requests. As a matter of general practice, Teamset does not voluntarily provide government agencies or authorities (including law enforcement) with access to or information about Teamset accounts (including Customer Data). If Teamset receives a compulsory request (whether through a subpoena, court order, search warrant, or other valid legal process) from any government agency or authority (including law enforcement) for access to or information about a Teamset account (including Customer Data) belonging to a Customer whose primary contact information indicates the Customer is located in Europe, Teamset shall: (i) inform the government agency that Teamset is a processor of the data; (ii) attempt to redirect the agency to request the data directly from Customer; and (iii) notify Customer via email sent to Customer’s primary contact email address of the request to allow Customer to seek a protective order or other appropriate remedy. As part of this effort, Teamset may provide Customer’s primary and billing contact information to the agency. Teamset shall not be required to comply with this paragraph 2 if it is legally prohibited from doing so, or it has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual, public safety, or Teamset’s property, Sites, or Service.
California:
1. Except as described otherwise, the definitions of: “controller” includes “Business”; "processor" includes “Service Provider”; “data subject” includes “Consumer”; “personal data” includes “Personal Information”; in each case as defined under CCPA.
2. For this “California” section of Annex B only, “Permitted Purposes” shall include processing Customer Data only for the purposes described in this DPA and in accordance with Customer’s documented lawful instructions as set forth in this DPA, as necessary to comply with applicable law, as otherwise agreed in writing, including, without limitation, in the Agreement, or as otherwise may be permitted for “service providers” under the CCPA.
3. Teamset’s obligations regarding data subject requests, as described in Section 7 (Data Subject Rights and Cooperation) of this DPA, apply to Consumer’s rights under the CCPA.
4. Notwithstanding any use restriction contained elsewhere in this DPA, Teamset shall process Customer Data only to perform the Teamset Services, for the Permitted Purposes and/or in accordance with Customer’s documented lawful instructions, except where otherwise required by applicable law.
5. Teamset may de-identify or aggregate Customer Data as part of performing the Service specified in this DPA and the Agreement.
6. Where Sub-processors process the personal data of Customer contacts, Teamset takes steps to ensure that such Sub-processors are Service Providers under the CCPA with whom Teamset has entered into a written contract that includes terms substantially similar to this DPA or are otherwise exempt from the CCPA’s definition of “sale”. Teamset conducts appropriate due diligence on its Sub-processors.
Canada:
1. Teamset takes steps to ensure that Teamset's Sub-processors, as described in Section 3 (Sub-processing) of the DPA, are third parties under PIPEDA, with whom Teamset has entered into a written contract that includes terms substantially similar to this DPA. Teamset conducts appropriate due diligence on its Sub-processors.
2. Teamset will implement technical and organizational measures as set forth in Section 4 (Security) of the DPA.
Effective January 29, 2021
