Appirio Policy for the Processing of Data Governed by the GDPR
In connection with the services that we offer, Appirio, Inc. (“Appirio”) may collect, process or handle personal data (“Services”) relating to Personal Data (as defined below) of individuals in the European Economic Area on behalf of its customers and its affiliates, where applicable (“Customer”). Although Appirio’s relationship with its Customers is typically governed by the Technology-Enabled Services Agreement, or other similar master agreement (the “Agreement”), Appirio is also legally bound under the GDPR (as defined below) to adhere to the representations that it makes concerning the manner in which it collects, uses, and processes Personal Data. This Policy describes Appirio’s commitment to the processing of Personal Data under the GDPR. Appirio considers the representations in this Policy to be binding upon it.
Except as explicitly stated in any other agreement, in event of conflict, Appirio will be bound by the provisions which provide the greatest level of protection under applicable privacy laws for the collection, use, and processing of Personal Data. This Policy will remain in effect until, and automatically expire upon, deletion of all Personal Data by Appirio. Appirio reserves the right to reasonably amend and update this Policy from time to time.
If the European Economic Area (“EEA”) member state law applicable to a specific Appirio customer requires that this Policy be signed and/or appended to the Agreement, then Appirio will execute a version of this Policy upon written request. Please contact your usual account representative or Appirio at firstname.lastname@example.org if you would like an executed version of this Policy.
1. Definitions. “Data Protection Laws and Regulations” means the regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement, including the EU Directive 95/46/EC (the “Directive”) and, when effective, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”); “Personal Data” means an information relating to an identified or identifiable natural person that is governed by the Data Protection Laws; “Data Subject,” “Controller,” “Processor,” and Processing” shall have the meaning as defined under the Directive, and when in effect, GDPR. Any capitalized terms not defined herein shall have the respective meanings given to them in the Agreement.
2. Processing of Personal Data.
- Details of Processing. The initial nature and purpose of the Processing, duration of the Processing, categories of Data Subjects, and types of Personal Data are set forth on Schedule 1.
- Appirio Sub-Processors. Appirio may engage sub-processors to Process Personal Data in accordance with the Policy. A list of sub-processors including their addresses is available upon request. When engaging sub-processors, Appirio shall enter into agreements with the sub-processors to bind them to obligations which are substantially similar or more stringent than those set out in this Policy. Appirio will notify Customer in advance of any changes to sub-processors using regular communication means such as email, websites, and portals. If Customer reasonably objects to the addition of a new sub-processors (e.g., such change causes Customer to be non-compliant with applicable with Data Protection Laws and Regulations), Customer shall notify Appirio in writing of its specific objections within thirty (30) days of receiving such notification. If Customer does not object within such period, the addition of the new sub-processor and, if applicable, the accession to this Policy shall be considered accepted. If Customer does object to the addition of a new sub-processor and Appirio cannot accommodate Customer’s objection, Customer may terminate the Services and software in writing within sixty (60) days of receiving Appirio’s notification.
- Return or Deletion of Customer Personal Data. Unless otherwise required by applicable Data Protection Laws and Regulations, Appirio will destroy or return to Customer the Customer Personal Data upon termination or expiration of the Services within a reasonable period. Appirio shall have no obligation to return Customer Personal Data to Customer if the Customer Personal Data is available to Customer.
3. Rights of Data Subjects. Appirio shall, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject for access to, correction, amendment or deletion of such Data Subject’s Personal Data and, to the extent applicable, Appirio shall provide Customer with commercially reasonable cooperation and assistance in relation to any such complaint, notice, or communication. Appirio shall correct erroneous Personal Data as directed by Customer in writing or pursuant to a process mutually agreed to in writing by the parties. Customer shall use its best efforts to respond to and resolve promptly all requests from Data Subjects which Appirio provides to Customer. If Data Protection Laws and Regulations require Appirio to take any corrective actions without the involvement of Customer, Appirio shall take such corrective actions and inform Customer. Customer shall be responsible for any reasonable costs arising from Appirio’s provision of such assistance under this Section. To the extent legally permitted, Customer shall be responsible for any costs arising from Appirio’s provision of such assistance.
4. Appirio Personnel. Appirio shall train personnel engaged in the Processing of Personal Data of the confidential nature of the Personal Data and provide appropriate training based on their responsibilities. Appirio shall execute written agreements with its personnel to maintain the confidentiality of Personal Data, including post the termination of the personnel engagement. Appirio shall use commercially reasonable efforts to limit access to Personal Data to personnel who require such access to perform the Agreement. If required by Data Protection Laws and Regulations, Appirio shall appoint a data protection officer. Upon request, Appirio will provide the contact details of the appointed person.
5. Security. Appirio will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk posed by the Processing of Personal Data, taking into account the costs of implementation; the nature, scope, context, and purposes of the Processing; and the risk of varying likelihood and severity of harm to the data subjects. In assessing the appropriate level of security, Appirio shall weigh the risks presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed.
- Audit Requests. Subject to Section 6(c), upon Customer’s written request, Appirio will provide Customer with the most recent summary audit report(s) concerning the compliance and undertakings in this Agreement. Appirio’s policy is to share methodology, and executive summary information, not raw data or private information. Appirio will reasonably cooperate with Customer by providing available additional information to help Customer better understand such compliance and undertakings. To the extent it is not possible to otherwise satisfy an audit obligation mandated by applicable Data Protection Laws and Regulations and subject to Section 6(c), only the legally mandated entity (such as a governmental regulatory agency having oversight of Customer’s operations may conduct an onsite visit of the facilities used to provide the Services. Unless mandated by Data Protection Laws and Regulations, no audits are allowed within a data center for security and compliance reasons. After conducting an audit under this Section 6 or after receiving an Appirio report under this Section 6, Customer must notify Appirio of the specific manner, if any, in which Appirio does not comply with any of the security, confidentiality, or data protection obligations in this Policy, if applicable. Any such information will be deemed Confidential Information of Appirio.
- Sub-Processors. Customer may only audit Appirio’s sub-processors with Appirio’s and Appirio’s sub-processor’s prior agreement. Customer’s sub-processor audit request may be satisfied by Appirio or Appirio’s sub-processors presenting up-to-date attestations, reports or extracts from independent bodies, including without limitation external or internal auditors, Appirio’s data protection officer, the IT security department, data protection or quality auditors or other mutually agreed to third parties) or certification by way of an IT security or data protection audit. Onsite audits at sub-processors premises may be performed by Appirio acting on behalf of Controller.
- Audit Process. Unless required by Data Protection Laws and Regulations, Customer may request a summary audit report(s) or audit Appirio no more than once annually. Customer must provide at least four (4) weeks’ prior written notice to Appirio of a request for summary audit report(s) or request to audit. The scope of any audit will be limited to Appirio’s policies, procedures and controls relevant to the protection of Customer’s Personal Data and defined in Schedule 1. Subject to Section 6(b), all audits will be conducted during normal business hours, at Appirio’s principal place of business or other Appirio location(s) where Personal Data is accessed, processed or administered, and will not unreasonably interfere with Appirio’s day-to-day operations. An audit will be conducted at Customer‘s sole cost and by a mutually agreed upon third party who is engaged and paid by Customer, and is under a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement, obligating it to maintain the confidentiality of all Appirio Confidential Information and all audit findings. Further, Customer agrees to pay the costs of any support provided by Appirio (including internal resources) based on Appirio’s then-current rates. Before the commencement of any such on-site audit, Appirio and Customer shall mutually agree upon the timing, and duration of the audit. Appirio will reasonably cooperate with the audit, including providing auditor the right to review but not to copy Appirio security information or materials during normal business hours. Customer shall, at no charge, provide to Appirio a full copy of all findings of the audit. The results of the audit will be considered “Confidential Information” of Appirio.
7. EU-U.S. and SWISS-U.S. Privacy Shield. Appirio self-certifies to and complies with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, as administered by the US Department of Commerce, and Appirio shall either maintain its self-certifications to and compliance with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks for the term of the Agreement with respect to the Processing of Personal Data that is transferred from the European Economic Area and/or Switzerland to the United States or cooperate with Customer to implement additional measures to comply with requirements under the Data Protection Laws that Customer Personal Data is adequately protected when transferred outside of the EEA. Customer acknowledges that Appirio is a US based entity and understands and agrees that Customer Personal Data may be transferred to the United States for processing.
8. Governing Law. The parties agree that (1) governing law of this Policy, and (2) the forum for all disputes in respect of this Policy, shall be the same as set out in the Agreement, unless otherwise required by applicable Data Protection Laws and Regulations.
Nature and Purpose of Processing
Provisioning of IT services, including services related to the implementation and integration of public cloud applications, including software as a service and platform as a service technologies such as Salesforce, Workday, and Cornerstone.
Duration of Processing and Retention of Data
Appirio will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing. Appirio will retain Personal Data as long as required under law, unless otherwise agreed to in writing.
Categories of Data Subjects
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
- Contractors (including contingent workers)
- Volunteers, temporary, and casual workers
- Commercial representatives
- Freelancers, agents, consultants, and other professional respondents, and their respective dependents, beneficiaries, and emergency contacts
- Prospective employees and temporary staff
- Advisors, consultants, and other professionals
Type of Personal Data
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and may include, but is not limited to, the following categories of Personal Data:
- Human resources related identification data and employee master data (which may include name, address, telephone number, email… etc.)
- Customer contact details related to customer relationship management (CRM) software
- Billing and payment data