Effective Date: 26th April 2024
This Data Processing Agreement ("DPA") sets out the terms and conditions under which ProWorks Technology Ltd ("ProWorks," "we," "us," or "our") processes personal data on behalf of our customers ("The Company", "you" or "your") in connection with the provision of our services, where The Company acts as a Data Controller.
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;
1.1.2 "Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of The Company pursuant to or in connection with the Agreement;
1.1.3 "Contracted Processor" means a Sub-processor;
1.1.4 "Data Protection Laws" means UK Data Protection Laws, EU Data Protection Laws, and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 "EEA" means the European Economic Area;
1.1.6 "UK Data Protection Laws" means the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR);
1.1.7 "EU Data Protection Laws" means the General Data Protection Regulation (GDPR) 2016/679 and laws implementing or supplementing the GDPR;
1.1.8 "Data Transfer" means:
1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
1.1.8.2 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);
1.1.9 "Services" means the services the Company provides, including but not limited to our online platform and mobile applications.
1.1.10 "Sub-processor" means any person appointed by or on behalf of ProWorks to process Personal Data on behalf of the Company in connection with the Agreement.
1.2 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.
2.1 ProWorks shall:
2.1.1 Comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 Not Process Company Personal Data other than on the relevant Company's documented instructions, which includes this agreement.
2.1.3 Process Personal Data in accordance with the data minimization principle, ensuring that it is adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed.
2.2 The Company instructs ProWorks to process Company Personal Data for the purposes of providing The Service which encompasses:
2.2.1 The management of employee records, including names, contact details, employment details, performance, usage data and absence records
2.2.2 The management of customer records, including names, contact details and communications
2.2.3 The management of supplier records, including names, contact details and expenditure
2.2.4 The management of job records, including assignments, actions and outcomes
2.2.5 The management of financial records, including expenditure, invoicing and quoting
ProWorks 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.
4.1 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, ProWorks shall in relation to the Company Personal Data implement appropriate technical and organizational 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.
4.2 ProWorks implements the following specific technical and organizational measures to protect Company Personal Data:
4.2.1 Encryption: Data encryption at rest using AES-256 encryption and in transit using TLS 1.3 or higher;
4.2.2 Access Controls: Role-based access controls with least privilege access;
4.2.3 Network Security: Firewalls and network segmentation;
4.2.4 Regular Security Assessments: Periodic vulnerability assessments;
4.2.5 Data Backup and Recovery: Automated backups with tested recovery procedures;
4.2.6 Logging and Monitoring: Comprehensive audit logging and real-time security monitoring;
4.2.7 Personnel Security: Background checks for personnel with access to personal data and regular security training;
4.2.8 Physical Security: Secure data centers with controlled access and environmental controls.
4.3 In assessing the appropriate level of security, ProWorks shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5.1 ProWorks shall not appoint (or disclose any Company Personal Data to) any Sub-processor unless required or authorized by the Company.
5.2 Sub-processors will be deemed required by the Company if they have been set out within the Privacy Policy.
6.1 Taking into account the nature of the Processing, ProWorks 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.
6.2 ProWorks shall:
6.2.1 Promptly notify The Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 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 ProWorks is subject, in which case ProWorks shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7.1 ProWorks shall notify The Company without undue delay and in any event within 72 hours upon ProWorks becoming aware of a Personal Data Breach affecting Company Personal Data, providing The 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.
7.2 ProWorks shall co-operate with The Company and take reasonable commercial steps as are directed by The Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8.1 The ProWorks shall provide reasonable assistance to The Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which The Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9.1 Unless otherwise required by applicable law, The ProWorks shall promptly and in any event within 28 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. Where longer retention is required by applicable law, ProWorks shall implement appropriate technical and organizational measures to ensure the security and confidentiality of the data during the extended retention period.
10.1 Subject to this section 10, ProWorks shall make available to The Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by The Company or an auditor mandated by The Company in relation to the Processing of Company Personal Data by the Contracted Processors. Such audits shall be conducted during regular business hours, with reasonable advance notice, and subject to ProWorks's security and confidentiality requirements.
10.2 Information and audit rights of The Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11.1 ProWorks may not transfer or authorize the transfer of Data to countries outside the UK, EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the UK or European Economic Area to a country outside the UK or European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data, or other mechanisms approved by the relevant authorities.
12.1 The Company is responsible for all materials and data, including personal information, added to the ProWorks Service. Please ensure that you regularly archive and take backups as ProWorks is not responsible for any lost or unrecoverable Content.
13.1 The Company understands that ProWorks makes no warranties, express or implied, that the service will be error free or uninterrupted. All services are provided by ProWorks on an "As Is" and "As Available" basis. The Company will not hold ProWorks liable for any loss resulting from any errors or downtime of the ProWorks service. The Company expressly agrees that it's use of the ProWorks Service is at The Company's sole risk.
14.1 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:
a) disclosure is required by law;
b) the relevant information is already in the public domain.
14.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered by email to The Company's provided email address, via The Service.
14.3 Liability. ProWorks's total liability under or in connection with this Agreement shall be limited to the amounts paid by The Company for the Services in the 12 months preceding the incident giving rise to the claim. Nothing in this Agreement shall limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited by applicable law.
14.4 Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay or failure in performance resulting from events, circumstances or causes beyond its reasonable control.
14.5 Standard Contractual Clauses. Where Personal Data is transferred to countries outside the UK or EEA that have not received an adequacy decision, the parties agree that the EU Standard Contractual Clauses (adopted by the European Commission Decision C(2021) 3972) shall be incorporated by reference and form an integral part of this Agreement.
15.1 This Agreement is governed by the laws of the United Kingdom.
15.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of the United Kingdom.