DATA PROCESSING AGREEMENT
This Data Processing Agreement (the “DPA”), entered into by the BookingFor customer identified on the applicable BookingFor ordering form for BookingFor services (“Customer”) and the Ipertrade Srl (hereafter referred to as “Ipertrade”) Fiscal Code and VAT No. 03454680285, with legally registered office in Via del Progresso 30, 35127 Padova (PD) company identified on the ordering form (“BookingFor”), governs the processing of personal data that Customer uploads or otherwise provides BookingFor in connection with the services connected.
This DPA is incorporated into the relevant BookingFor services agreement attached to or incorporated by reference into the ordering document previously executed by Customer, referred to generically in this DPA as the “BookingFor Contract”. Collectively, the DPA (including the SCCs, as defined herein), the BookingFor Contract, and the applicable ordering documents are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail:
- the SCCs;
- this DPA;
- the BookingFor Contract;
- and the applicable ordering document to the BookingFor Contract. Except as specifically amended in this DPA, the BookingFor Contract and applicable ordering document remain unchanged and in full force and effect.
“Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers - Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission.
“Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission.
“Customer Personal Data” means Personal Data (i) that Customer uploads or otherwise provides BookingFor in connection with its use of BookingFor’s services or (ii) for which Customer is otherwise a data controller.
“Data Controller” means Customer.
“Data Processor” means BookingFor.
“Data Protection Requirements” means the Directive, the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.
“Directive” means the EU Data Protection Directive 95/46/EC (as amended).
“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the Directive, the General Data Protection Regulation and Local Data Protection Laws.
“General Data Protection Regulation” means the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
“Local Data Protection Laws” means any subordinate legislation and regulation implementing the Directive or the General Data Protection Regulation which may apply to the Agreement.
“Personal Data” means information about an individual that:
a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to BookingFor from services such as Property management Systems (PMSs) or customer-relationships management (CRM) services;
b) can be combined with other information that can be used to identify, contact or locate a specific individual;
c) or 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, unauthorized disclosure of, or access to Customer Personal Data.
“Privacy Laws” means all applicable laws, regulations, and other legal requirements relating to:
a) privacy, data security, consumer protection and text messaging, email, and other communications;
b) and the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any 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 or not 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.
“SCCs” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Agreement.
“Subprocessor” means any entity which provides processing services to BookingFor in furtherance of BookingFor’s processing on behalf of Customer.
“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.
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. For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.
3. COMPLIANCE WITH LAWS
The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.
4. CUSTOMER OBLIGATIONS
Customer agrees to:
4.1 Processing of Customer Personal Data
Provide instructions to BookingFor and determine the purposes and general means of BookingFor’s processing of Customer Personal Data in accordance with the Agreement;
4.2 Security and Obligations
Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by:
a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer;
b) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and
c) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.
5. BookingFor OBLIGATIONS
BookingFor agrees to:
5.1 Processing Requirements.
a) Process Customer Personal Data (i) only for the purpose of providing, supporting and improving BookingFor’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. BookingFor will not use or process the Customer Personal Data for any other purpose. BookingFor will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5-8 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 BookingFor’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
c) If BookingFor 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 commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on BookingFor’s behalf comply with the terms of the Agreement;
e) Ensure that its employees, authorized 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) it's intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA to delegate all or part of the processing activities to such Subprocessors of the list of BookingFor maintains online (currently available at Subprocessors) with accepting this contract like as consent of Customer to such subcontracting,
g) Upon request, provide Customer with a summary of BookingFor’s privacy and security policies; and Inform Customer if BookingFor undertakes an independent security review.
5.2 Notice to Customer.
BookingFor will inform Customer if BookingFor becomes aware of:
a) Any non-compliance by BookingFor or its employees with Sections 5-8 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 BookingFor 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 to, rectification or blocking of Customer Personal Data) received directly from data subjects of Customer. BookingFor will respond to any such request without Customer’s prior written authorization.
5.3 Assistance to Customer.
BookingFor 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 BookingFor processes for Customer. In the event that a data subject sends such a request directly to BookingFor, BookingFor 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;
c) and where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.
5.4 Required Processing.
If BookingFor is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, BookingFor will inform Customer of this requirement in advance of any processing, unless BookingFor 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).
a) Maintain appropriate organizational and technical security measures (including 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) to protect against unauthorized 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 BookingFor personnel with respect to Customer Personal Data and liable for any failure by such BookingFor personnel to meet the terms of this DPA;
c) Take reasonable steps to confirm that all BookingFor personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA;
d) and Notify Customer of any Personal Data Breach by BookingFor, its Subprocessors, or any other third-parties acting on BookingFor’s behalf without undue delay and in any event within 72 hours of becoming aware of a Personal Data Breach.
6. AUDIT, CERTIFICATION
6.1 Supervisory Authority Audit.
If a Supervisory Authority requires an audit of the data processing facilities from which BookingFor processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, BookingFor will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time BookingFor expends for any such audit, in addition to the rates for services performed by BookingFor.
7. DATA RETURN AND DELETION
The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, BookingFor 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 BookingFor from returning or destroying all or part of the Customer Personal Data disclosed. In such case, BookingFor 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.
8. THIRD PARTY DATA PROCESSORS
Customer acknowledges that in the provision of some services (such as PMS, CHANNEL MANAGER and CRM), BookingFor, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors.
Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements.
For avoidance of doubt, such third party data processors are not Subprocessors.
This DPA shall remain in effect as long as BookingFor carries out Personal Data processing operations on behalf of Customer or until the termination of the BookingFor Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).
10. GOVERNING LAW, JURISDICTION, AND VENUE
Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of Italy, and any action or proceeding related to this DPA (including those arising from non contractual disputes or claims) will be brought in the Court of Padova, Italy.
BookingFor currently use that list of Subprocessors:
11.1 Infrastructure Subprocessors
BookingFor owns or controls access to the infrastructure that BookingFor uses to host Service Data submitted to the Services, other than as set forth below. Currently, the BookingFor production systems for the Services are located in Europe.
- Microsoft Azure (Our Hosting Provider), Grant the phisical security and availability of our servers, and it doesn't have a direct access on datas
11.2 Service Specific Subprocessors
BookingFor works with certain third parties to provide specific functionality within the Services. These providers are the Subprocessors set forth below. In order to provide the relevant functionality these Subprocessors access Service Data. Their use is limited to the indicated Services.
- Onlinesupport.it (Internal Ticket management system) Used by handle all support tickets and contact information retrived by the site form. And ll the datas will honor our deletion/retention policy
- Tawk.to (Internal Ticket and chat management system) Used by handle all support chat and tickets and contact information retrived by the site chat form. And ll the datas will honor his deletion/retention policy
12. Contact Information.
Contact points for data protection enquiries:
Data importer: Signatory to the Agreement between the parties
Data exporter: Signatory to the Agreement between the parties
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