(Last Revision: 8th July 2019)
ResellerLayer.com ("ResellerLayer", "us", "we", or "our") has developed this Data Processing Agreement ("DPA") to provide all Customers who use ResellerLayer's online services ("Services") which consist of Domain Registrations/Transfers/Management, Reseller Hosting, Data Backups and any related add-on products, with our readiness to meet the requirements of the General Data Protection Regulation ("GDPR") of the European Union ("GDPR") which came into effect on 25th May 2018.
This DPA forms part of the ResellerLayer Terms of Service ("TOS"), or any other electronic or written agreement, by and between ResellerLayer and the Customer. All capitalized terms not defined herein shall have the meanings set forth in the TOS. Each of Customer and ResellerLayer may be referred to herein as a "party" and together as the "parties".
In connection with the Services, the parties anticipate that ResellerLayer may process certain Personal Data in respect of which the Customer or any Affililiate of Customer may be a data controller or data processor, as applicable, outside of the European Union ("EU"), the European Economic Area ("EEA") and/or their member states, Switzerland and/or the United Kingdom, under applicable Data Protection Laws.
The parties have agreed to enter into this DPA in order to ensure that adequate safeguards are put in place with respect to the protection of such Personal Data as required by EU Data Protection Law.
If you have any enquiry about our DPA, please send an email to: dpo[AT]hostwithlove[DOT]net
1. Data Processing Terms
In the course of providing the Services to Customer pursuant to the Terms of Service, ResellerLayer may process Personal Data on behalf of the Customer. ResellerLayer agrees to comply with the following provisions with rest to any Personal Data submitted by or for Customer to ResellerLayer or collected and processed by or for Customer using ResellerLayer's Services.
The following definitions are used in this DPA:
"Affiliate" means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
"Authorized Affiliate" means any of Customer Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Terms of Service.
"Controller" means an entity that determines the purposes and means of the processing of Personal Data.
"Customer Data" means any data that ResellerLayer and/or its Affiliates processes on behalf of Customer in the course of providing the Services under the Terms of Service.
"Data Protection Laws" means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Terms of Service, including, where applicable, EU Data Protection Law.
"EU Data" means Personal Data under this DPA from the European Union (EU), the European Economic Area (EEA) and/or their member states, Switzerland and/or the United Kingdom.
"EU Data Protection Law" means (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 (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (in each case, as may be amended, superseded or replaced).
"Personal Data" means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Laws.
"Processor" means an entity that processes Personal Data on behalf of the Controller.
"Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.
"Sub-processor" means any Processor engaged by ResellerLayer or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Terms of Service or this DPA. Sub-processors may include third parties or any ResellerLayer Affiliate.
2. Scope and Applicability of this DPA
This DPA applies where and only to the extent that ResellerLayer processes Personal Data on behalf of the Customer in the course of providing the Services and such Personal Data is subject to Data Protection Laws of the European Union (EU), the European Economic Area (EEA) and/or their member states, Switzerland and/or the United Kingdom. The parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.
2.2. Role of the Parties
The Customer is the Controller of Personal Data and ResellerLayer shall process Personal Data only as a Processor on behalf of Customer. Nothing in the Terms of Service or this DPA shall prevent ResellerLayer from using or sharing any data that ResellerLayer would otherwise collect and process independently of Customer's use of the Services.
2.3. Customer's Obligations
The Customer agrees to the following:
(a) The Customer shall comply with his/her obligations as a Controller under EU Data Protection Law in respect of its processing of Personal Data and any processing instructions he/she issues to ResellerLayer.
(b) The Customer has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for ResellerLayer to process Personal Data and provide the Services pursuant to the Terms of Service and this DPA.
2.4. Processing of Personal Data
As a Processor, ResellerLayer shall process Personal Data only for the following purposes:
(a) To provide the Services in accordance with the Terms of Service
(b) To perform any steps necessary for the performance of the Terms of Service
(c) To comply with any other reasonable instructions provided by the Customer to the extent they are consistent with this DPA and the Terms of Service and only in accordance with the Customer's documented lawful instructions
The parties agree that this DPA and the Terms of Service set out the Customer's complete and final instructions to ResellerLayer in relation to the processing of Personal Data and processing outside the scope of these instructions (if any) shall require prior written agreement between the Customer and ResellerLayer.
2.5. Nature of Data
ResellerLayer handles Customer Data provided by the Customer. Such Customer Data may contain special categories of data dependent on how the Services are being used by the Customer. The Customer Data may be subject to the following activities:
(a) Storage and other processing necessary to improve, provide and maintain the Services provided to the Customer
(b) To provide support to the Customer
(c) Disclosures as required by law or otherwise set forth in the Terms of Service
2.6. Right of Usage and Disclosure
Notwithstanding anything to the contrary in the Terms of Service, inclusive of this DPA, the Customer acknowledges that ResellerLayer shall have the right to use and disclose data relating to and/or obtained in connection with the operation, support and/or use of the Services for its legitimate business purposes, such as account management, billing, technical support and sales and marketing. To the extent any such data is considered personal data under Data Protection Laws, ResellerLayer is the Controller of such data and accordingly shall process such data in compliance with Data Protection Laws.
3.1. Authorized Sub-processors
The Customer agrees that ResellerLayer may engage Sub-processors to process Personal Data on behalf of the Customer's behalf.
3.2. Sub-processor Obligations
(a) Enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Personal Data to the standard required by Data Protection Laws
(b) Remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that may cause ResellerLayer to breach any of its obligations under this DPA
3.3. Changes to Sub-processors
ResellerLayer shall provide the Customer with reasonable advance notice through email if it adds or removes Sub-processors.
3.4. Objection to new appointment of Sub-processors
The Customer may object to ResellerLayer's appointment of a new Sub-processor on reasonable grounds relating to data protection. The Customer must notify ResellerLayer promptly in writing within five (5) calendar days of receipt of ResellerLayer's notice in accordance with Section 3.3. Such notice must explain the reasonable grounds for the objection. In such event, the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution. If this cannot be achieved, either party may terminate the applicable Services that cannot be provided by ResellerLayer without the use of the objected-to-new Sub-processor.
4.1. Security Measures
ResellerLayer shall implement and maintain the appropriate level of technical and organizational security measures in order to protect Personal Data.
4.2. Confidentiality of Processing
ResellerLayer shall ensure that any person who is authorized by ResellerLayer to process Personal Data, including staffs and Sub-processors, shall be under an appropriate obligation of confidentiality, be it a contractual or statutory duty.
4.3. Response to Security Incident
Upon being aware of a Security Incident, ResellerLayer shall notify the Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by the Customer.
4.4. Updates to Security Measures
The Customer acknowledges that the Security Measures are subject to technical development and progress, and that ResellerLayer may update or modify the Security Measures from time to time.
5. International Transfers
5.1. Processing Locations
ResellerLayer stores and processes EU Data in datacenters located inside and outside of the European Union. All other Customer Data may be transferred and processed in Singapore, the United States and anywhere in the world where the Customer, its Affiliates and/or its Sub-processors maintain data processing operations. ResellerLayer shall implement appropriate safeguards to protect the Personal Data, wherever it is processed, in accordance with the requirements of Data Protection Laws.
5.2. Transfer Mechanism
Notwithstanding Section 6.1, to the extent that ResellerLayer processes or transfers, whether directly or via onward transfer, Personal Data under this DPA from the European Union (EU), the European Economic Area (EEA) and/or their member states, Switzerland and/or the United Kingdom in or to countries which do not ensure an adequate level of data protection within the meaning of applicable Data Protection Laws of the foregoing territories, the parties agree that ResellerLayer shall be deemed to provide appropriate safeguards for such data by virtue of having aligned its operational policies with the Personal Data Protection Act (PDPA) 2012 of Singapore and the General Data Protection Regulation (GDPR) of the European Union. The Customer hereby authorises any transfer of EU Data to, or access to EU Data from, such destinations outside the EU subject to any of these measures having been taken.
6.1. Data Retention
Upon deactivation of the Services, ResellerLayer shall keep Personal Data on our prospect database for not longer than 3 years from receipt subject to an individual's right to unsubscribe or be forgotten at any time, save that this requirement shall not apply to the extent ResellerLayer is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on backup systems, which such Personal Data ResellerLayer shall securely isolate and protect from any further processing, except to the extent required by applicable law.
6.2. Data Accessibility
To the extent that Customer is unable to independently access the relevant Personal Data within the Services, ResellerLayer shall, at the Customer's expense, take into account the nature of the processing and provide reasonable cooperation to assist the Customer by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Terms of Service. In the event any such request is made directly to ResellerLayer, ResellerLayer shall not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If ResellerLayer is required to respond to such a request, ResellerLayer shall promptly notify the Customer and provide a copy of the request unless legally prohibited from doing so.
6.3. Impact Assessment
To the extent that ResellerLayer is required under Data Protection Law, ResellerLayer shall, at Customer's expense, provide reasonably requested information regarding ResellerLayer's processing of Personal Data under the Terms of Service to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
Except for the changes made by this DPA, the Terms of Service remains unchanged and in full force and effect. If there is any conflict between this DPA and the Terms of Service, this DPA shall prevail to the extent of that conflict.
This DPA is a part of and incorporated into the Terms of Service so references to "Terms of Service" in the Terms of Service shall include this DPA.
Under no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.
This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Terms of Service, unless required otherwise by Data Protection Laws.