Data Processing Agreement
This Data Processing Agreement (the “DPA”), entered into by the Mimeo customer identified on the applicable Mimeo services agreement (“Customer”) and the Mimeo company, subsidiary company, or affiliate company identified on the Mimeo services agreement (“Mimeo”), governs the processing of personal data that Customer uploads or otherwise provides Mimeo in connection with the services and the processing of any personal data that Mimeo uploads or otherwise provides to Customer in connection with the services. The parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.
This DPA is incorporated into the relevant Mimeo services agreement previously executed by Customer, referred to generically in this DPA as the “Mimeo Contract”. Collectively, the DPA (including the SCCs, as defined herein), the Mimeo Contract, and any applicable Mimeo forms 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: (a) the SCCs; (b) this DPA; (c) the Mimeo Contract. Except as specifically amended in this DPA, the Mimeo Contract and if applicable, any Mimeo forms, remain unchanged and in full force and effect. This DPA shall not replace any comparable or additional rights relating to Processing of Customer Data contained in the Mimeo Contract (including any existing data processing addendum to the Mimeo Contract).
“Business Purpose” the services described in the applicable Mimeo services agreement.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“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 to Mimeo in connection with its use of Mimeo’s services or (ii) for which Customer is otherwise a data controller.
“Data Controller” means Customer.
“Data Processor” means Mimeo.
“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.
“Data Subject” an individual who is the subject of Personal Data.
“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 or GDPR” means 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), including as implemented or adopted under the laws of the United Kingdom.
“Local Data Protection Laws” means any subordinate legislation and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states, applicable to the Processing of Personal Data under the Agreement as amended from time to time.
“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 Mimeo from services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) 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, unauthorised 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, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.
“Processing, processes, and process” means 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, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Standard Contractual Clauses (SCCs)” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Agreement, if applicable; or the European Commission’s Standard Contractual Clauses for the transfer of Personal Data pursuant to the European Commission’s decision (C92010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
“Subprocessor” means any entity which provides processing services to Mimeo in furtherance of Mimeo’s processing on behalf of Customer.
“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to the General Data Protection Regulation or, for the United Kingdom, the Information Commissioner’s Office (“ICO”).
- NATURE OF DATA PROCESSING
Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement. Schedule A describes the general Personal Data categories and Data Subject types Mimeo may process to fulfil the Business Purposes of the Agreement.
- COMPLIANCE WITH LAWS
The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.
- CUSTOMER OBLIGATIONS
Customer agrees to:
- 4.1 Provide instructions to Mimeo and determine the purposes and general means of Mimeo’s processing of Customer Personal Data in accordance with the Agreement; and
- 4.2 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. Customer specifically acknowledges that its use of the services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under CCPA.
5. MIMEO OBLIGATIONS
- 5.1 Processing Requirements. Mimeo will:
- 5.1.1 Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Mimeo’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. Mimeo will not use or process the Customer Personal Data for any other purpose. Mimeo 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;
- 5.1.2 Inform Customer promptly if, in Mimeo’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
- 5.1.3 If Mimeo 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);
- 5.14 Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Mimeo’s behalf comply with the terms of the Agreement;
- 5.1.5 Ensure that its employees, authorised 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;
- 5.1.6 If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) exclusive of the list of Subprocessors Mimeo maintains, obtain the prior written consent of Customer to such subcontracting, such consent to not be unreasonably withheld; (ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on Mimeo’s instructions; and (iii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein; and
- 5.1.7 Upon Customer’s written request, provide Customer with a summary of Mimeo’s privacy and security policies.
- 5.2. Notice to Customer. Mimeo will inform Customer if Mimeo becomes aware of:
- 5.2.1 Any non-compliance by Mimeo 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;
- 5.2.2 Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Mimeo is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;
- 5.2.3 Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
- 5.2.4 Any complaint or request (in particular, requests for access to, rectification or blocking of Customer Personal Data) received directly from Data Subjects of Customer. Mimeo will not respond to any such request without Customer’s prior written authorization.
- 5.3 Assistance to Customer. Mimeo will provide reasonable assistance to Customer regarding:
- 5.3.1 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 Mimeo processes for Customer. In the event that a Data Subject sends such a request directly to Mimeo, Mimeo will promptly send such request to Customer;
- 5.3.2 The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer’s data subjects regarding such Personal Data Breaches; and
- 5.3.3 Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.
- 5.3.4 Required Processing. If Mimeo is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, Mimeo will inform Customer of this requirement in advance of any processing, unless Mimeo 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).
- 5.4 Security. Mimeo will:
- 5.4.1 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 unauthorised or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;
- 5.4.2 Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Mimeo personnel with respect to Customer Personal Data and liable for any failure by such Mimeo personnel to meet the terms of this DPA;
- 5.4.3 Take reasonable steps to confirm that all Mimeo personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and
- 5.4.4 Notify Customer of any Personal Data Breach by Mimeo, its Subprocessors, or any other third-parties acting on Mimeo’s behalf without undue delay and in any event within 48 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 Mimeo processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Mimeo 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 Mimeo expends for any such audit, in addition to the rates for services performed by Mimeo.
- 6.2 Audits. Mimeo must, upon Customer’s written request (not to exceed one request per calendar year) by email to [email protected], certify compliance with Sections 5-8 of this DPA in writing. Mimeo will provide to Customer each year an opinion report provided by an accredited, third-party audit firm standards applicable to the services under the Agreement (“Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Mimeo’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Mimeo may audit Mimeo’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to Mimeo (with no less than 10 business days) and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Mimeo expends for any such audit, in addition to the rates for services performed by Mimeo. Before the commencement of any such audit, Customer and Mimeo shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Mimeo with information regarding any non-compliance discovered during the course of an audit. Customer may not audit Mimeo more than once annually. Upon Customer’s written request at reasonable intervals, and subject to confidentiality obligations set forth in the Agreement, Mimeo shall make available to Customer a copy of Mimeo’s then most recent third-party audits or certifications, as applicable.
- 6.3 Data Protection Impact Assessment. Upon Customer’s written request, Mimeo shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under any applicable Data Protection Laws and Regulations to carry out a data protection impact assessment related to Customer’s use of the Mimeo services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Mimeo.
- DATA TRANSFERS
- 7.1 Data center locations. Subject to Section 7.2, Customer acknowledges that Mimeo may transfer and process Customer data to and in the United States and anywhere else in the world where Mimeo, its affiliate or subsidiary companies, or its Subprocessors maintain data processing operations. Mimeo shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Requirements and this DPA.
- 7.2 Australian data. To the extent that Mimeo is a recipient of Customer data protected by the Australian Privacy Law, the parties acknowledge and agree that Mimeo may transfer such Customer data outside of Australia as permitted by the terms agreed upon by the parties and subject to Mimeo complying with this DPA and the Australian Privacy Law.
- 7.3 European Data transfers. For transfers of EU Personal Data to Mimeo for processing by Mimeo in a jurisdiction other than a jurisdiction in the EU, the EEA, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Requirements within the foregoing territories to the extent such transfers are subject to the use of the form of the Controller-to-Processor SCCs. If data transfers under Section 7 of this DPA rely on Controller-to-Processor SCCs to enable the lawful transfer of EU Personal Data, as set forth in the preceding sentence, the parties agree that data subjects for whom a Mimeo entity processes EU Personal Data are third-party beneficiaries under the Controller-to-Processor SCCs.
- 7.4 GDPR. Mimeo will Process Personal Data in accordance with the GDPR requirements directly applicable to Mimeo’s provision of its services.
- 7.5 Data Protection Impact Assessment. Mimeo shall provide reasonable assistance to Customer in cooperation or prior consultation with the Supervisory Authority in the performance of its tasks as required under the GDPR.
- DATA RETURN AND DELETION
The parties agree that upon Customer’s reasonable written request, Mimeo 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 Mimeo from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Mimeo 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.
- THIRD PARTY DATA PROCESSORS
Customer acknowledges that in the provision of some services, Mimeo, 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 the avoidance of doubt, such third-party data processors are not Subprocessors.
Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of England and Wale, without regard to its conflict of laws principles.
- GOVERNING LAW, JURISDICTION, AND VENUE
Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of England and Wales, without regard to its conflict of laws principles.
ANNEX B – DESCRIPTION OF THE TRANSFER
- Data Subjects. The personal data transferred, to the extent of which is determined and controlled by the data exporter in its sole discretion, and which may concern, but is not limited to the following categories of Data Subjects:
Depending on the services used by the data exporter:
- Potential and actual employees of the data exporter;
- Third parties that have, or may have, a commercial relationship with the data exporter (e.g. advertisers, customers, contractors, etc); and
- Authorised users by data exporter to use the Mimeo services.
- Purposes of the Transfer. The transfer is made for the following purposes:
The transfer is intended to enable the data exporter to determine the purposes and means of the processing of personal data obtained through data importer’s Mimeo brands for print and digital content distribution services, or other business practices of the data exporter.
- Categories of Data. The personal data transferred concern the following categories of data:
The data transferred is the personal data provided by the data exporter to the data importer in connection with its use of Mimeo’s print on demand, Mimeo Marketplace, Mimeo Digital, warehousing and fulfillment and document distribution services, referred to as Customer Personal Data in the Mimeo agreement. Such personal data may include first name, last name, email address, contact information, and any notes provided by the data exporter regarding the foregoing.
- Recipients.The personal data transferred may be disclosed only to the following recipients or categories of recipients:
Employees and other representatives of the data importer who have a legitimate business purpose for the processing of such personal data.
- Sensitive Data (if appropriate). The personal data transferred concern the following categories of sensitive data:
- Data Protection Registration Information of Data Exporter (where applicable).
- Additional Useful Information (storage limits and other relevant information).
The personal data transferred between the parties may only be retained for the period of time permitted under the Agreement. The parties agree that each party will, to the extent that it, along with the other party, acts as a data controller with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements.
- Contact Information.Contact points for data protection enquiries:
Data importer: [email protected]
Data exporter: Signatory to the Agreement between the parties
Mimeo Confidential and Proprietary
(Revision February 2021)