1 Data Processing Addendum – Introduction

‍This Data Processing Addendum ("DPA") describes how and why we, as Data Processor, obtain, store and process personal data. This DPA ("Agreement") forms part of and is subject to the privacy policy and terms & conditions of the agreement it is attached to ("Principal Agreement") between the “Company” (“Customer” or “you”) and the “Data Processor” (“Emailgrow.io”). Together they are known as the “Parties”.

‍WHEREAS:
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing arrangement that complies with the requirements of the current legal framework in relation to data processing and with the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.

‍ IT IS AGREED AS FOLLOWS:

‍2 Definitions and Interpretation

‍Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
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‍"Agreement" means this Data Processing Addendum;
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‍"Customer Personal Data" means any Personal Data Processed by Emailgrow.io on behalf of Company pursuant to or in connection with the Principal Agreement;
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‍"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
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‍"EEA" means the European Economic Area;
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‍"EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
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‍"GDPR" means EU General Data Protection Regulation 2016/679;
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‍"Data Transfer" means:·
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a transfer of Customer Personal Data from the Company to Emailgrow.io; or·
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an onward transfer of Customer Personal Data from Emailgrow.io to a SubprocessorIn 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);
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‍"Services" means the services that Emailgrow.io provides.

‍"Subprocessor" means any person appointed by or on behalf of Emailgrow.io to process Personal Data on behalf of the Company in connection with the Agreement.

‍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.

‍3 Compliance of the Company

‍The Company represents and warrants that:·

It has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its processing of Customer Personal Data and any processing instructions it issues to Emailgrow.io; and·

It has provided, and will continue to provide all consents, legitimate interests and rights necessary under Data Protection Laws for Emailgrow.io to process Customer Personal Data for the purposes described in the Principal Agreement.

‍The Company shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Company acquired the Customer Personal Data. Without prejudice to the generality of the foregoing, the Company agrees that it shall be responsible for complying with all laws (including Data Protection Laws) applicable to the Services provided.

‍4 Processing of Customer Personal Data

‍Emailgrow.io shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and Process Customer Personal Data only on documented instructions from the Company.

‍5 Processor Personnel

‍Emailgrow.io shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer 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, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

‍6 Security

‍Considering 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, Emailgrow.io shall in relation to the Customer 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.

‍In assessing the appropriate level of security, Emailgrow.io shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

‍7 Subprocessing

‍Emailgrow.io may use Subprocessors for Processing Customer Personal Data. The current list of Subprocessors is disclosed in the list of subprocessors in the Privacy Centre. Emailgrow.io shall inform the Company of any changes to the list of subprocessors.

‍8 Data Subject Rights

‍Taking into account the nature of the Processing, Emailgrow.io 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.Emailgrow.io shall notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and support the fulfilment of that request via its product offerings.

‍9 Personal Data Breach

‍Emailgrow.io shall notify the Company within 48 hours upon it becoming aware of a Personal Data Breach affecting Customer Personal Data, providing 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.Emailgrow.io shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

‍10 Deletion or return of Customer Personal Data

‍Upon termination or expiration of the Agreement, Emailgrow.io shall delete or return to the Company all Customer Personal Data in its possession or control, except that this requirement shall not apply to the extent Emailgrow.io is required by applicable law to retain some or all of the Customer Personal Data, or to Customer Personal Data it has archived on back-up systems, which Emailgrow.io shall securely isolate, protect from any further processing and eventually delete in accordance with Emailgrow.io deletion policies, except to the extent required by applicable law.

‍11 Data Transfer

‍If Customer Personal Data Processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area that has not received an adequacy decision from the European Commission, the Parties shall ensure that the transfer of the Customer Personal Data is adequately protected via mechanisms recognized by the General Data Protection Regulation.

‍12 Audits

‍Emailgrow.io shall make available to the Company all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Company or another auditor mandated by the Company.The Company shall be responsible for the costs associated with such audits. However, in the event of a material breach of this DPA by Emailgrow.io, Emailgrow.io shall bear the reasonable costs incurred for the audit.

‍13 Limitation of Lability

‍Each party’s liability arising out of or related to this DPA shall be subject to the exclusions and limitations of liability set forth in the Principal Agreement. Any claims made against Emailgrow.io under or in connection with this DPA shall be brought solely by the Company that is part of the Agreement.

‍14 Relationship with the Principal Agreement

‍This DPA shall remain in effect for as long as Emailgrow.io carries out processing operations on behalf of the Company or until termination of the Principal Agreement.

The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Services.
In the event of any conflict or inconsistency between this DPA and the Emailgrow.ioStandard Terms of Business, the provisions of the following documents (in order of precedence) shall prevail: (i) this DPA; and then (ii) the Emailgrow.io Standard Terms of Business.

Except for any changes made by this DPA, the Principal Agreement remains unchanged and in full force and effect.

‍This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Principal Agreement, unless required otherwise by applicable Data Protection Laws.

Last updated on: 24 January 2025