Data Processing Agreement
This data processing agreement (the/this agreement) is valid from January the 1st. 2021 and replaces all previous versions.
Wismatix SmbA (Wismatix/us/we) provide products, services, education and training, and general information (the services/our services) within the areas of
- Quality Management,
- Risk Management,
- Project Management,
- Environmental Management,
- IT Security Management,
- Health and Safety Management, and
- General Business Management
We run our services on the following domains (our domains):
The customer/user (the customer/you) can sign up for one or more of our services.
This Agreement informs you about the terms regarding the processing of any data where you are the ‘Data Controller’ and we are the ‘Data processer’ as defined and regulated by the EU.
1. Definitions and Interpretation
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
“Wismatix”, “Us”, “We” means
- Wismatix SmbA, Denmark
“Customer”, “You” means
- You as our customer, You as the user of our services
- this Data Processing Agreement and all Schedules
“Principal Agreement” means
“Company Personal Data” means
- a Subprocessor
“Data Protection Laws” means
- EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
- the European Economic Area;
“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- EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
- EU General Data Protection Regulation 2016/679;
“Data Transfer” means:
- a transfer of the Customers Personal Data from WIsmatix to a Contracted Processor; or
- an onward transfer of the Customers 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);
- the services Wismatix SmbA provides.
- any person appointed by or on behalf of Wismatix to process Personal Data on behalf of the Customer in connection with this Agreement.
“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. Processing of the Customers Personal Data
- comply with applicable Data Protection Laws in the Processing of the Customers Personal Data; and
- Process the Customers Personal Data as agreed on in this agreement.
Changes to this agreement will be announced on the applicable Wismatix websites.
3. Wismatix Personnel
Wismatix shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of any Contracted Processor who may have access to the Customers Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Personal Data of the Customers, as 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.
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, Wismatix shall in relation to the Customers 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, Wismatix shall take into account the particular risks that are presented by processing the data , in particular from a Personal Data Breach point of view.
Wismatix has the right to designate and use subcontractors for data storage and processing without the Customer’s prior approval, provided that these subcontractors comply with applicable EU legislation including the GDPR rules. Wismatix undertakes, to a reasonable extent, to ensure that these subcontractors comply with such applicable legislation. Wismatix commits to maintaining a list of active subcontractors used for data storage and processing and to make this information available to the Customer upon request.
6. Data Subject Rights
Taking into account the nature of the Processing, Wismatix shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customers obligations, as reasonably understood by the Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
– promptly notify the Customer if it receives a request from a Data Subject under any Data Protection Law in respect of the Customers Personal Data; and
– ensure that it does not respond to that request except on the written approval of the Customer or as required by Applicable Laws to which Wismatix is subject, in which case Wismatix shall to the extent permitted by Applicable Laws inform the Customer of that legal requirement before the Wismatix responds to the request.
7. Personal Data Breach
Wismatix shall notify the Customer without undue delay upon Wismatix becoming aware of a Personal Data Breach affecting the Customers Personal Data, providing the Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
Wismatix shall co-operate with the Customer and take reasonable commercial steps, to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation
Wismatix shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the Customer 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 the Customers Personal Data by, and taking into account the nature of the Processing and information available to Wismatix.
9. Deletion or return of Customer Personal Data
Wismatix will promptly and in any event within 30 business days of the date of cessation of any Services involving the Processing of the Customers Personal Data (the “Cessation Date“), delete and procure the deletion of all copies of those Customer Personal Data.
Wismatix will provide written certification to the Customer that it has fully complied with this section 9 within 30 business days of the Cessation Date.
10. Audit rights
Wismatix will make available to the Customer on request all information necessary to demonstrate compliance with this Agreement and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customers Personal Data by Wismatix.
Information and audit rights of the Customer only arise under the above section to the extent that the Agreement does not otherwise give the Customer information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data Transfer
Wismatix will not transfer or authorize the transfer of the Customers Personal Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Customer. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the 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.
12. General Terms
Each Party must keep any 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:
- disclosure is required by law;
- the relevant information is already in the public domain.
13. Governing Law and Jurisdiction
This Agreement is governed by the laws of the EU and Denmark.
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 Denmark, subject to a possible appeal to The Maritime and Commercial High Court of Denmark.