Standard Contractual Clauses

Standard Contractual Clauses

Mobile-Technologies is committed to protecting the privacy and security of personal data. As our customer, you are the data controller for the personal data you provide us with or give us viewing access to. This means that you have the responsibility for determining the purposes and means of how we process personal data, and ensuring that the processing of personal data, which Mobile-Technologies is instructed to perform, has a legal basis under applicable data protection laws.

Mobile-Technologies acts as the data processor, as we process personal data on behalf of, and in accordance with your instructions. To formalise our obligations, and to ensure compliance with data protection regulations, we request you to enter into Standard Contractual Clauses with us.

between

CUSTOMER

COMPANY NO.

ADDRESS

POSTAL CODE AND CITY

COUNTRY
(the “Data Controller”)

and

Group company Within Mobile-Technologies:

Mobile-Technologies Co. Ltd.

689 Bhiraj Tower at EmQuartier, Room 2002, 20 Floor

Khlong Tan Nuea

Wattana 1011
0
Bangkok, Thailand

Mobile-Technologies FZ-LLC

Dubai Internet City Building 11,

Ground Floor, G03

PO Box 500631

Dubai, United Arab Emirates  

or

Mobile-Technologies Limited

Address: 55 King

Yip St, Kwun Tong

Hong Kong

or

Connect Concept Mobile Technologies Limited

Plot 2 Block A Amuwo Odufin Ind. Estate, Apapa

Oshodi Express Way

Lagos, Nigeria

(the “Data Processor”)

each a ‘party’; together ‘the parties’

HAVE AGREED on the following Contractual Clauses (the Clauses):

1.) The rights and obligations of the Data Controller

1. The Data Controller is responsible for ensuring that the processing of personal data takes place in compliance with applicable data privacy laws.
2. The Data Controller shall be responsible for ensuring that the processing of personal data, which the Data Processor is instructed to perform, has a legal basis.
3. The Data Controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.

2.) The Data Processor acts according to instructions

1. The Data Processor shall process personal data only on documented instructions from the Data Controller. Such instructions shall be specified in writing. Subsequent instructions can also be given by the Data Controller throughout the duration of the processing of personal data, but such instructions shall always be documented and kept in writing, including electronically, in connection with the Clauses.
2. The Data Processor shall immediately inform the Data Controller if instructions given by the Data Controller, in the opinion of the Data Processor, contravene applicable data privacy laws.

3.) Confidentiality

1. The Data Processor shall only grant access to the personal data being processed on behalf of the Data Controller to persons under the Data Processor’s authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need to know basis. The list of persons to whom access has been granted shall be kept under periodic review. On the basis of this review, such access to personal data can be withdrawn, if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.
2. The Data Processor shall at the request of the Data Controller demonstrate that the concerned persons under the Data Processor’s authority are subject to the abovementioned confidentiality.

4.) Security of processing

1. Taking into account 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, the Data Controller and Data Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

The Data Controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement
measures to mitigate those risks. Depending on their relevance, the measures may include the following:

• Pseudonymisation and encryption of personal data;
• the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
• a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

2. The Data Processor shall also – independently from the Data Controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the Data Controller shall provide the Data Processor with all information necessary to identify and evaluate such risks.

3. Furthermore, the Data Processor shall assist the Data Controller in ensuring compliance with the Data Controller’s obligations by inter alia providing the Data Controller with information concerning the technical and organisational measures already implemented by the Data Processor along with all other information necessary for the Data Controller to comply with the Data Controller’s obligations.

If subsequently – in the assessment of the Data Controller – mitigation of the identified risks require further measures to be implemented by the Data Processor, than those already implemented by the Data Processor, the Data Controller shall specify these additional measures to be implemented in Appendix C.

5.) Use of sub-processors

1. The Data Processor shall not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general written authorization of the Data Controller.
2. The Data Processor has the Data Controller’s general authorization for the engagement of sub-processors. The Data Processor shall inform in writing the Data Controller of any intended changes concerning the addition or replacement of sub-processors at least 30 days in advance, thereby giving the Data Controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Longer time periods of prior notice for specific sub-processing services can be provided in Appendix B. The list of sub-processors already authorized by the Data Controller can be found in Appendix B.
3. Where the Data Processor engages a sub-processor for carrying out specific processing activities on behalf of the Data Controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the Clauses.
4. A copy of such a sub-processor agreement and subsequent amendments shall – at the Data Controller’s request – be submitted to the Data Controller, thereby giving the Data Controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-processor agreement, shall not require submission to the Data Controller. 
5. If the sub-processor does not fulfil his data protection obligations, the Data Processor shall remain fully liable to the Data Controller as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects– against the Data Controller and the Data Processor, including the sub-processor.

6.) Transfer of data to third countries or international organisations

1. The Data Processor may transfer data internationally, to provide support, such as handling support requests, logging calls, answering e-mails, troubleshooting the Data Controller’s systems and database. Support staff may be located in countries such as Pakistan, Thailand and the Philippines. All support staff are bound by confidentiality agreements and must adhere to the Data Processor’s policies and procedures.

Multiple international data transfers may take place when providing support, if a support staff member needs to escalate the support request to a staff member who may be located in another country.

Location of support staff : Lebanon, Cameroon, Ghana, India, Kenya, Nigeria, Nepal, Pakistan, Philippines, Thailand, Tunisia and
Uganda.  Please note that the countries listed may change in the future if the Data Processor hires new support staff located in
different countries.

7.) Assistance to the Data Controller

1. Taking into account the nature of the processing, the Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as this is possible, in the fulfilment of the Data Controller’s obligations to respond to requests for exercising the data subject’s rights.

This entails that the Data Processor shall, insofar as this is possible, assist the Data Controller in the Data Controller’s compliance
with:

• the right to be informed when collecting personal data from the data subject
• the right to be informed when personal data have not been obtained from the data subject
• the right of access by the data subject
• the right to rectification
• the right to erasure (‘the right to be forgotten’)
• the right to restriction of processing
• notification obligation regarding rectification or erasure of personal data or restriction of processing
• the right to data portabilitythe right to object
• the right not to be subject to a decision based solely on automated processing, including profiling

2. In addition to the Data Processor’s obligation to assist the Data Controller pursuant to Clause 6.3., the Data Processor shall furthermore, taking into account the nature of the processing and the information available to the Data Processor, assist the Data Controller in ensuring compliance with:

1. The Data Controller’s obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent and relevant supervisory authority unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons.
2. the Data Controller’s obligation to without undue delay communicate the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons;
3. the Data Controller’s obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a data protection impact assessment);
4. the Data Controller’s obligation to consult the competent supervisory authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Data Controller to mitigate the risk.

2. In addition to the Data Processor’s obligation to assist the Data Controller pursuant to Clause 6.3., the Data Processor shall furthermore, taking into account the nature of the processing and the information available to the Data Processor, assist the Data Controller in ensuring compliance with:

• The Data Controller’s obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent and relevant supervisory authority unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons.
• the Data Controller’s obligation to without undue delay communicate the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons;
• the Data Controller’s obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a data protection impact assessment);
• the Data Controller’s obligation to consult the competent supervisory authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Data Controller to mitigate the risk.

3. The parties shall define in Appendix C the appropriate technical and organizational measures by which the Data Processor is required to assist the Data Controller as well as the scope and the extent of the assistance required. This applies to the obligations foreseen in Clause 9.1. and 9.2.

8.) Notification of personal data breach

1. In case of any personal data breach, the Data Processor shall, without undue delay after having become aware of it, notify the Data Controller of the personal data breach.

2. The Data Processor’s notification to the Data Controller shall, if possible, take place within 24 hours after the Data Processor has become aware of the personal data breach to enable the Data Controller to comply with the Data Controller’s obligation to notify the personal data breach to the competent supervisory authority.

3. The Data Processor shall assist the Data Controller in notifying the personal data breach to the competent supervisory authority, meaning that the Data Processor is required to assist in obtaining the information listed below which, shall be stated in the Data Controller’s notification to the competent supervisory authority: 

• The nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• the likely consequences of the personal data breach;
• the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

4. The parties shall define in Appendix C all the elements to be provided by the Data Processor when assisting the Data Controller in the notification of a personal data breach to the competent supervisory authority.

9.) Erasure and return of data

1. On termination of the provision of personal data processing services, the Data Processor shall be under obligation to either 1) delete all personal data processed on behalf of the Data Controller and certify to the Data Controller that it has done so or 2) return all personal data to the controller and delete existing copies, unless local law requires storage of the personal data. The Data Controller will notify the Data Processor upon termination or expiry of the main agreement, of whether they choose option 1 or 2.

10.) Assessment and inspection

1. The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the obligations in the Clauses and allow for and contribute to assessments conducted by the Data Controller.
2. Procedures applicable to the Data Controller’s assessments of the Data Processor and sub-processors are specified in appendices C.7. and C.8.   

11.) The parties’ agreement on other terms

1. The parties may agree other clauses concerning the provision of the personal data processing service specifying e.g. liability, as long as they do not contradict directly or indirectly the Clauses or prejudice the fundamental rights or freedoms of the data subject.

12.) Commencement and termination

1. Both parties shall be entitled to require the Clauses renegotiated if changes to the law or inexpediency of the Clauses should give rise to such renegotiation.
2. The Clauses shall apply for the duration of the provision of personal data processing services. For the duration of the provision of personal data processing services, the Clauses cannot be terminated unless other Clauses governing the provision of personal data processing services have been agreed between the parties.
3. If the provision of personal data processing services is terminated, and the personal data is deleted or returned to the Data Controller pursuant to Clause 11.1. and Appendix C.4., the Clauses may be terminated by written notice by either party.

Appendix A – Information about the processing

A.1. The purpose of the Data Processor’s processing of personal data on behalf of the Data Controller is:

Project delivery and change requests

During the project delivery phase or during a change request, the Data Processor may require the use of sample data for testing, scoping and data migration, to ensure quality assurance and optimal performance of the software.

Data migration (If applicable)

The Data Processor will transfer data from the Data Controller’s existing system to a database. The database will be managed by the Data Controller, and support of the database will be provided by the Data Processor.

Support

Providing technical support, such as handling requests, call logging, troubleshooting the Data Controller’s system and supporting the Data Controller’s database.

A.2. The Data Processor’s processing of personal data on behalf of the Data Controller shall mainly pertain to (the nature of the processing):

Structuring, use, and disclosure by transmission. 

A.3. The processing includes the following types of personal data about data subjects:

Project delivery and change requests

The types of personal data processed will depend on the contents of the sample data the Data Processor receives from the Data Controller. Typically, the following will be processed: name, last name, e-mail address, address, telephone number, address, national identification number, passport, ID-card.

Data migration

The types of personal data processed will depend on the data that is being migrated into the database. Typically, the following will be processed: name, last name, e-mail address, address, telephone number, address, national identification number, passport, ID-card.

Support tickets

The types of personal data processed will depend on the personal data that the Data Controller has included in the support ticket. Typically, the following will be processed: name, last name, e-mail address, address, telephone number, address, national identification number, passport, ID-card.

Database and system support

The types of personal data processed will depend on the personal data that is included in the database and in the Data Controller’s system. Typically, the following will be processed: name, last name, e-mail address, address, telephone number, address, national identification number, passport, ID-card. The Data Processor will have viewing access of the Data Controller’s database, in order to provide support.

A.4. Processing includes the following categories of data subject:

The Data Controller’s end-users.

A.5. The Data Processor’s processing of personal data on behalf of the Data Controller may be performed when the Clauses commence. Processing has the following duration:

For a period of one (1) year after the end of the contractual relationship between the Data Controller and the Data Processor.

Appendix B – Authorised sub-processors

B.1. Approved sub-processors

On commencement of the Clauses, the Data Controller authorises the engagement of the following sub-processors:

The Data Controller shall on the commencement of the Clauses authorise the use of the abovementioned sub-processors for the processing described for that party. The Data Processor shall not be entitled – without the Data Controller’s general authorisation – to engage a sub-processor for a ‘different’ processing than the one which has been agreed upon or have another sub-processor perform the described processing.

Appendix C – Instruction pertaining to the use of personal data

C.1. The subject of/instruction for the processing

The Data Processor’s processing of personal data on behalf of the Data Controller shall be carried out by the Data Processor performing the following:

Collecting sample data during project delivery and/or change requests, providing technical support (logging calls, e-mails, viewing access to database, troubleshooting the system, migrating data to the controller’s database and providing technical support of the database).

C.2. Security of processing

The level of security shall take into account that the processing involves a large volume of personal data, which is why a ‘high’ level of security should be established.

The Data Processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are to be applied to create the necessary (and agreed) level of data security.   

C.3. Assistance to the Data Controller

The Data Processor shall insofar as this is possible – within the scope and the extent of the assistance specified below – assist the Data Controller in accordance with Clause 9.1. and 9.2. by implementing the following technical and organisational measures:

1. Data Security measures: the Data Processor must implement appropriate security measures to protect personal data from unauthorised access, use, alteration, disclosure, or destruction. These measures should include both technical and organisational safeguards.
2. Confidentiality obligations: the Data Processor must ensure the confidentiality of personal data they process. This includes preventing unauthorised access to personal data and ensuring that only authorised personnel have access to it.
3. Data Protection Impact Assessment (DPIA): the Data Processor may be required to conduct DPIAs for certain types of processing activities that pose a high risk to the rights and freedoms of data subjects.
4. Supervisory authority: the Data Processor must cooperate with supervisory authorities in the investigation of complaints or breaches of the applicable data privacy law. This may include providing access to relevant information and assisting with inquiries.

C.4. Storage period/erasure procedures

For a period of one (1) year after the end of the contractual relationship between the Data Controller and the Data Processor.

The Data Processor shall either delete or return the personal data in accordance with Clause 11.1., unless the Data Controller – after the signature of the contract – has modified the Data Controller’s original choice. Such modification shall be documented and kept in writing, including electronically, in connection with the Data Processing Agreement.

C.5. Instruction on the transfer of personal data to third countries

The Data Processor may transfer personal data cross-border, subject to the data privacy laws, to make such a data transfer with an applicable contract, such as an SCC.

C.6. Procedures for the Data Controller’s audits, including inspections, of the processing of personal data being performed by the Data Processor

The Data Controller can up to once a year, request the Data Processor to complete an assessment provided by the Data Controller, in order to ensure that the Data Processor is in compliance with it’s obligations under this Data Processing Agreement. The Data Processor must bear the costs of the assessment being conducted.

The Data Processor will contribute to such assessments by providing the Data Controller, or the Data Controller’s supervisory authority with the information and assistance that is reasonably necessary to conduct the assessment.

If the Data Controller requests the Data Processor to complete an assessment, the Data Controller must notify the Data Processor, and include a proposed assessment plan, 30 days prior to the assessment being conducted.

C.7. Procedures for audits, including inspections, of the processing of personal data being performed by sub-processors

In the event that the Data Processor uses sub-processors, the Data Controller has the right to request information on how sub-Processors are compliant with relevant data privacy laws.