Data Processing Agreement
This One Click System Data Processing Agreement and its Annexes A, B, and C (“DPA”) is between One Click System Pty Ltd (“One Click System”) and the party executing this agreement as Customer (“Customer”). This DPA reflects the parties’ agreement with respect to the Processing of Personal Data by One Click System on behalf of Customer in connection with the Service under the contemporaneously-executed Terms of Service agreement between the parties (“Agreement”).
This DPA is part of the Agreement and is effective upon execution or another time as specified in the Agreement, an Order, or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency, and it will supersede any previous DPA.
Definitions
a. APP means the Australian Privacy Principles set out in the Privacy Act 1988 (Cth) as amended (including by the Privacy Amendment (Enhancing Privacy Protection) Act 2012).
b. Australian Personal Information means Personal Data that is subject to the protection of the Privacy Act 1988 (Cth).
c. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Process, and Processing shall have the meaning given to them in the Data Protection Laws;
d. Customer Personal Data means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data provided under the Agreement; and (ii) is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws including the Privacy Act 1988 (Cth).
e. Data Protection Laws means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation, the Privacy Act 1988 (Cth), the European Data Protection Laws, and other international laws; in each case as amended, repealed, consolidated, or replaced from time to time.
f. Europe means the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.
g. European Data means Personal Data that is subject to the protection of European Data Protection Laws.
h. European Data Protection Laws means data protection laws applicable in 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, the GDPR; (ii) Directive 2002/58/EC concerning the Processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded, or replaced.
i. GDPR means the General Data Protection Regulation ((EU) 2016/679), and the retained UK version of the same;
j. Standard Contractual Clauses means the standard contractual clauses for the transfer of personal data to third countries pursuant to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
k. UK Addendum means the International Data Transfer Addendum to the Standard Contractual Clauses issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at [ICO website], as may be amended, superseded, or replaced.
Compliance
Both parties will comply with all applicable requirements of Data Protection Laws. This schedule is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
Controller/Processor
The parties have determined that for the purposes of Data Protection Laws, One Click System shall process the Customer Personal Data as a processor on behalf of the Customer. Customer may be either a Controller or Processor.
Consents
Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Customer Personal Data to One Click System, and the lawful collection of the same by the Customer using the One Click System Services for the duration and purposes of the Agreement and DPA and shall indemnify One Click System against all loss and damage (including fines) arising from a failure to do so.
Nature, Scope, Purpose of Processing, and Data Subjects
Annex A sets out the scope, nature, and purpose of Customer Personal Data Processing by One Click System, the duration of the Processing, and the types of Customer Personal Data and categories of Data Subjects.
Customer Instructions
One Click System shall process Customer Personal Data only on the documented instructions of the Customer, unless One Click System is required by any applicable laws to otherwise process that Customer Personal Data. The Agreement and DPA are deemed to be the instructions of Customer; the parties may agree to additional instructions. One Click System shall inform the Customer if, in the opinion of One Click System, the instructions of the Customer breach Data Protection Laws.
One Click System Obligations
One Click System will:
a. Implement and maintain appropriate technical and organisational measures to protect Customer Personal Data from Personal Data Breaches, as described under Annex B to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, One Click System may modify or update the Security Measures at One Click System’s discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
b. Ensure that any personnel engaged and authorised by One Click System to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality.
c. Assist the Customer insofar as this is reasonably possible (taking into account the nature of the Processing and the information available to One Click System), and at the Customer's cost and written request, in responding to any request from a Data Subject and in ensuring the Customer's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators.
d. Notify the Customer without undue delay on becoming aware of a Personal Data Breach involving the Customer Personal Data.
e. At the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement unless One Click System is required by any applicable law to continue to process that Customer Personal Data. For the purposes of this paragraph, Customer Personal Data shall be considered deleted where it is put beyond further use by One Click System.
f. For European Data, assist Customer in ensuring compliance with Articles 32 to 36 of the GDPR; make available all information reasonably necessary to demonstrate compliance with this DPA available to Customer and allow for and contribute to audits, including inspections conducted by Customer to assess compliance with this DPA to the extent required by Data Protection Laws; and will make available all information reasonably necessary to demonstrate compliance with GDPR Article 28 requirements for Processors;
g. Maintain records to demonstrate its compliance with this paragraph.
Service Provider
The parties agree that if the APP applies, Customer is a “business” and One Click System is a “service provider” as defined under the APP. One Click System will not retain, use, or disclose the Australian Personal Information it collects pursuant to the Agreement for any purposes other than to perform the Agreement or as otherwise permitted by the APP; and (b) One Click System will not retain, use, or disclose the Australian Personal Information it collects pursuant to this the Agreement outside of the direct business relationship between One Click System and Customer, unless otherwise permitted by the APP. One Click System will not “sell” or “share” Australian Personal Information as those terms are defined in the APP or combine the Australian Personal Information with personal information obtained from sources other than Customer, except to the extent necessary to perform the Agreement. From time to time, customers may ask for, and One Click System will provide, reasonable evidence of its compliance with this Section 8.
European Data: Transfer Mechanisms for Data Transfers/Standard Contractual Clauses
a. One Click System will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such Personal Data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
b. Customer acknowledges that in connection with the performance of the Service, One Click System is a recipient of European Data in Australia. Subject to sub-sections (c), the parties agree that the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:
(1) EEA Transfers. In relation to European Data that is subject to the GDPR (i) Customer is the "data exporter" and One Click System is the "data importer"; (ii) the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data; (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with the ‘Sub-Processors’ section of this DPA; (v) in Clause 11, the optional language is deleted; (vi) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the relevant European Data Protection Laws; (vii) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; and (viii) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA the Standard Contractual Clauses will prevail to the extent of such conflict.
(2) UK Transfers. In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with subsection (1) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
(3) Swiss Transfers. In relation to European Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with subsection (1) and the following modifications (i) references to "Regulation (EU) 2016/679" will be interpreted as references to the Swiss DPA; (ii) references to "EU", "Union" and "Member State law" will be interpreted as references to Swiss law; and (iii) references to the "competent supervisory authority" and "competent courts" will be replaced with the "the Swiss Federal Data Protection and Information Commissioner " and the "relevant courts in Switzerland".
c. If One Click System cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and Customer intends to suspend the transfer of European Data to One Click System or terminate the Standard Contractual Clauses, or UK Addendum, Customer agrees to provide One Click System with reasonable notice to enable One Click System to cure such non-compliance and reasonably cooperate with One Click System to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If One Click System has not or cannot cure the non-compliance, Customer may suspend or terminate the affected part of the Service in accordance with the Agreement without liability to either party (but without prejudice to any fees Customer have incurred prior to such suspension or termination).
Amendments
Notwithstanding anything else to the contrary in the Agreement, One Click System reserves the right to make any updates and changes to this DPA, including to address changes in Data Protection Laws and to revise the security provisions in this DPA, so long as One Click System does not materially reduce the overall security level provided to Customer Personal Data.
ANNEX A - Details of Processing
A. List of Parties
Data exporter:
Name: You, as defined in One Click System’s Terms of Service
Address: Your address as specified by your Platform Account
Contact person’s name, position, and contact details: Your contact details, as specified by your Platform Account
Activities relevant to the data transferred under these Clauses: Performance of the Agreement between the parties as a Controller.
Role (controller/processor): Controller or Processor
Data importer:
Name: One Click System Pty Ltd
Address: Level 19, 2 Southbank Boulevard, Southbank, Melbourne, VIC 3006, Australia
Contact person’s name, position, and contact details: Robby Choucair, Director
Activities relevant to the data transferred under these Clauses: Performance of the Agreement between the parties.
Role (controller/processor): Processor
B. Description of Transfer
Categories of Data Subjects whose Personal Data is Transferred: Customers and potential customers of clients.
Categories of Personal Data Transferred: The Personal Data input and collected as decided by the Customer, including name, age, date of birth, phone number, email address, social media profiles.
Sensitive Data transferred and applied restrictions or safeguards: The parties do not anticipate the transfer of sensitive data.
Frequency of the transfer: Variable during the Agreement term.
Subject Matter and Nature of the Processing: One Click System will provide the Services to the Customer under the Agreement between the parties. The Customer will use the Services to collect and process Personal Data of their customers and potential customers for the purposes of managing and carrying out marketing activities, which may be targeted to their customers and potential customers.
The Processing will involve collecting, storing, recording, contacting, and managing Personal Data, in particular for the purpose of running marketing campaigns, providing marketing services, and managing marketing generally.
Purpose of the transfer and further Processing: One Click System will Process Personal Data as necessary to provide the Service pursuant to the Agreement, as further specified in an order form, and as further instructed by Customer in Customer’s use of the Service.
Period for which Personal Data will be retained: The duration of the period in which the Customer accesses and uses the One Click System platform under the Services Agreement.
C. Competent Supervisory Authority:
For the purposes of the Standard Contractual Clauses, the supervisory authority that will act as competent supervisory authority will be determined in accordance with the Transfer Mechanisms for Data Transfers section of this DPA.
Description of the technical and organisational security measures implemented by the data importer in accordance with clause 4(d) and clause 5(c) (or documents/legislation attached):
ANNEX B to the Standard Contractual Clauses
Description of the technical and organisational security measures implemented by the data importer in accordance with clause 4(d) and clause 5(c) (or documents/legislation attached):
| Measure | Description |
|---|---|
| Measures of pseudonymisation and encryption of personal data | All personal data at rest is encrypted with AES 256 CBC. All personal data in transit is encrypted with TLS V1.2+. |
| Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Processor has endpoint protection on its APIs. Processor has uptime monitors. Processor has implemented access control measures. Processor uses managed services (AWS, GoogleCloud). |
| Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Personal data backed up on AWS and GoogleCloud with 5 minute granularity. |
| Measures for user identification and authorisation | Processor uses encrypted signed tokens, role-based authorizations, and password protection. |
| Measures for the protection of data during transmission | SSL certificates and https are used, protected with TLS v1.2+. |
| Measures for the protection of data during storage | Personal data is encrypted at rest with AES-256 CBC encryption. |
| Measures for ensuring physical security of locations at which personal data are processed | Processor uses managed services to ensure physical security of server locations. |
| Measures for ensuring events logging | Processor uses logging for user actions and audit logs with GoogleCloud ops and AWS's Cloudwatch. |
| Measures for ensuring system configuration, including default configuration | Configurations stored in version control, use of standardized images, automatic updates and patching managed by GoogleCloud. |
| Measures for internal IT and IT security governance and management | Processor uses a third-party vendor for internal IT and IT security. |
| Measures for certification/assurance of processes and products | The Compliancy Group has issued Processor a HIPAA Seal of Compliance Certificate. |
| Measures for ensuring data minimisation | Minimum data requirement set by Processor. |
| Measures for ensuring data quality | Processor enables customers to update personal data, uses two-factor authentication. |
| Measures for ensuring limited data retention | Data retention configurable by customer administrator. |
| Measures for ensuring accountability | Processor access to personal data is restricted based on rules. |
| Measures for allowing data portability and ensuring erasure | Customers can download or request deletion of their personal data via support tickets. |
Describe the specific technical and organisational measures to be taken by Data Importer to be able to provide assistance to the Data Exporter:
| Measure | Description |
|---|---|
| Self-Service | Personal data can be downloaded by customers from within the Service. Customer admins can set data retention for terminated personnel. |
| Customer and Product Support | FAQs, support tickets for specific queries not addressed by collateral on Processor customer/product support website. |
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