This Data Processing Agreement (“DPA”) is incorporated into the REASync Terms of Service, or other agreement governing the use of REASync (“Agreement”), and is entered into by and between you, the Customer (as defined in the Agreement) (“you”, “your”, “Customer”), and RAYATT Australia Pty. Ltd. (“RAYATT”, “us”, “we”, “our”) to reflect the parties’ agreement with respect to RAYATT’s Processing of Personal Data solely on Both parties will be referred to as the “Parties,” and each will be referred to as a “Party.”
Capitalized words that are not specified above shall have the definitions set out in the Agreement.
The customer acknowledges this DPA by using the Service, and you represent and warrant that you have the complete power to bind the Customer to this DPA. Please do not send Personal Data to us if you are unable or unwilling to comply with and be bound by this DPA, or if you lack the power to bind the Customer or any other organization.
If you require a signed copy of this DPA, please email legal@rayatt.com and we will send you one.
In the case of a dispute between specific sections of this DPA and the Agreement, the provisions of this DPA shall prevail over the Agreement’s conflicting terms exclusively with respect to Personal Data Processing.
1. DEFINITIONS
(a)“Affiliate” means any entity that controls, is controlled by, or is under common control with the subject entity, whether directly or indirectly. For the purposes of this term, “control” refers to the direct or indirect ownership or control of more than 50% of the subject entity’s voting shares.
(b) “Authorized Affiliate” refers to any of Customer’s Affiliates that is expressly allowed to utilize the Service under the terms of the Agreement between Customer and RAYATT but has not signed its own agreement with RAYATT and is not a “Customer” as defined in the Agreement.
(c) “CCPA” refers to the California Consumer Privacy Act of 2018, Section 1798.100 et seq. of the California Civil Code.
(d) In this section, the words “Controller,” “Data Subject,” “Member State,” “Processor,” “Processing,” and “Supervisory Authority” have the same meaning as in the GDPR. The phrases “Business,” “Business Purpose,” “Consumer,” and “Service Provider” have the same meaning as they do in the CCPA.
(e) For the sake of clarity, “Controller” shall include the term “Business” and “Processor” shall include the term “Service Provider” under this DPA. Similarly, the term “Processor’s Sub-processor” refers to the idea of a Service Provider.
(f) “Data Protection Laws” includes all relevant privacy and data protection laws and regulations, including those of the European Union, the European Economic Area, and their Member States, Switzerland, the United Kingdom, and the United States of America.
(g) The term “Data Subject” refers to the recognized or identifiable individual to whom Personal Data pertains.
(h) “GDPR” refers to the European Parliament and Council Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural people in relation to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(i) “Personal Data” or “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be associated with, an identified or identifiable natural person or Consumer (as defined in the CCPA), and is processed by RAYATT solely on behalf of Customer pursuant to this DPA and the Agreement between Customer and Processor.
(j) “Security Documentation” refers to the Security Documentation associated with the Service that the Customer has ordered.
(k) “Sub-processor” refers to any third party that Processes Personal Data on RAYATT’s behalf or under its supervision.
(l) “Standard Contractual Clauses” means the REASync Sub-Processors.REASync standard contractual clauses and related annexes and appendices, as amended from time to time (“REASync SCC”), or, in the case of onward transfers by the Processor to a Sub-processor pursuant to Section C of Annex A of the REASync SCC, also the standard contractual clauses for the transfer of personal data to processors or sub-processors established in.
2. PERSONAL DATA PROCESSING
2.1 The Parties’ Roles The Parties acknowledge and agree that, with respect to Personal Data Processing performed solely on behalf of Customer, I Customer is the Controller of Personal Data contained in Customer Data (as defined in the Agreement), (ii) RAYATT is the Processor of such Personal Data contained in Customer Data; and (iii) for the purposes of the CCPA (and to the extent applicable), Customer is the “Business” and RAYATT is the “Service Provider” (as defined in the CCPA). 1. In the following, the words “Controller” and “Processor” refer to the Customer and RAYATT, respectively.
2.2 Customer Data Processing. Customer shall comply with Data Protection Laws in its usage of the Service and in its instructions to the Processor. Customer should create and maintain the necessary legal basis for collecting, processing, and transferring Personal Data to Processor, as well as for authorizing Processor’s Processing operations on Customer’s behalf, including the pursuit of ‘business reasons’ as defined by the CCPA.
2.3 Personal Data Processing by the Processor. When the Processor processes Personal Data solely on behalf of the Customer pursuant to the Agreement, the Processor shall process Personal Data for the following purposes: I Processing in accordance with the Agreement and this DPA; (ii) Processing in order for Customer to be able to use the Service; (iii) Processing in accordance with Customer’s reasonable and documented instructions regarding the manner in which the Processing shall be performed; (iv) completely anonymizing, non-identifiable, and non-personal Personal Data; and (v) Processing as required by applicable laws.
Processor shall notify Customer without undue delay if the Processor believes that a Customer-provided directive for the Processing of Personal Data violates relevant Data Protection Laws. If Processor is unable to comply with a Customer instruction, Processor shall I notify Customer and provide relevant details of the issue, (ii) Processor may, without liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data)and/or suspend access to the Account, and (iii) if the Parties are unable to agree on a resolution to the issue in question and its associated costs, Customer may, in its sole discretion, terminate the Agreement. Customer will have no further rights against Processor (including, but not limited to, claiming reimbursements for Service) as a result of the Agreement and DPA being terminated in the manner stated in this paragraph.
2.4 Processing Specifications. Processor’s processing of Personal Data is for the purpose of performing the Service in accordance with the Agreement. The duration of the processing, the nature, and purpose of the processing, the categories of Personal Data and Data Subjects Processed under this DPA are further stated in Annex 1 (Processing Details) to this DPA.
2.5 CCPA Duty of Care; No Sale of Personally Identifiable Information Processor recognizes and certifies that it does not receive or process Personal Information in exchange for any services or other products provided to Customer pursuant to the Agreement. Processor shall not acquire, derive, or exercise any rights or advantages in relation to Personal Information Processed on Customer’s behalf, and shall only use and disclose Personal Information for the reasons specified in the Agreement and this DPA. Processor certifies that it understands the CCPA’s rules, requirements, and definitions and agrees not to sell (as that term is defined in the CCPA) any Personal Information Processed hereunder without Customer’s prior written consent, nor to take any action that would qualify any transfer of Personal Information to or from Processor under the Agreement or this DPA as “selling” such Personal Information under the CCPA.
3. DATA SUBJECT’S RIGHTS
3.1 Requests from Data Subjects. Processor shall promptly notify Customer or refer Data Subject or Consumer to Customer, as applicable if Processor receives a request from a Data Subject or Consumer to exercise their rights (to the extent permitted by applicable law) of access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to Processing, or their right not to be subject to an automated identification. Considering the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organizational measures, to the extent that this is possible and reasonable, in order to comply with the Customer’s obligation under Data Protection Laws to respond to a Data Subject Request. The processor may refer to Data Subject Requests received, as well as the Data Subjects who submit them, straight to the Customer for processing.
4. PERSONNEL FOR THE PROCESSOR
4.1 Confidentiality. The Processor should guarantee that all persons involved in the processing of Personal Data have signed a confidentiality agreement.
4.2 Disclosures That Are Permitted. Without limiting Section 2.3 above or Section 5 below, Processor may disclose, and Process Personal Data (a) as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, (b) as otherwise required by applicable Data Protection Laws (in such cases, Processor shall notify the Customer of the legal requirement prior to disclosure, unless legally prohibited), or (c) on a “need-to-know” basis (s).
5. SUB-PROCESSORS
5.1 Designation of Sub-Processors. Customer recognizes and accepts that (a) Processor’s Affiliates may be retained as Sub-Processors, and (b) Processor and Processor’s Affiliates may each employ third-party Sub-processors for the purpose of providing the Service.
5.2 Sub-Processor List and Notification of New Sub-Processors
5.2.1 Processor makes available to Customer a list of the current Sub-processors that Processor uses to process Personal Data via REASync Sub-Processors. This Sub-processor list comprises the Sub-processors’ names and the nation in which the organization operates (“Sub-Processor List”).
The Sub-Processor List as of the date of Customer’s initial usage of the Service is hereby deemed approved. The customer may raise a legitimate objection to the Processor’s usage of an existing Sub-processor by sending an email to legal@rayatt.com If Customer reasonably objects to an existing Sub-processor, as permitted in the preceding sentences, Customer may terminate the applicable Agreement and this DPA with respect to only those Services that cannot be provided by Processor without using the objected-to Sub-processor by providing written notice to Processor, if all amounts due under the Agreement prior to the termination date with respect to the Processing at issue have been paid in full. Customer will have no future rights against Processor based on I prior usage of permitted Sub-processors prior to the date of objection or (ii) the Agreement’s termination (including, without limitation, seeking refunds) and the DPA in the case outlined in this paragraph.
5.2.2 Webpage of the processor-accessible through REASync Sub-Processors. provides a mechanism for Customer to subscribe to notifications of new Sub-processors used to Process Personal Data, and upon Customer’s subscription, Processor will provide notification of any new Sub-processor(s) prior to authorizing such new Sub-processor(s) to Process Personal Data in connection with the provision of the Service.
5.3 Right of Objection for New Sub-Processors. Customer may reasonably object to Processor’s use of a new Sub-processor for reasons related to the protection of Personal Data intended to be Processed by such Sub-processor by notifying Processor promptly in writing within three (3) business days of receipt of Processor’s notice in accordance with the mechanism set forth in Section 5.2.2. Such written objection shall include the reasons for objecting to the Processor’s use of such a new Sub-processor. Failure to object in writing to such a new Sub-processor within three(3) business days of the Processor’s notification shall be construed as acceptance of the new Sub-processor. If Customer reasonably objects to a new Sub-processor, as permitted by the preceding sentences, Processor will make commercially reasonable efforts to make a change to the Service available to Customer or to recommend a commercially reasonable change to Customer’s configuration or use of the Service in order to avoid Processing of Personal Data by the objected-to new Sub-processor without unduly burdening the Customer. If Processor is unable to make such modification accessible within thirty (30) days, Customer may terminate the relevant Agreement and this DPA with regard to any Services that Processor cannot supply without using the objected-to new Sub-processor, by providing writing notice to Processor. All monies owing to Processor under the Agreement prior to the termination date with respect to the Processing in question shall be paid in full. The processor may temporarily cease Processing of the relevant Personal Data and/or access to the Account pending a determination about the new Sub-processor. Customer will have no further claims against Processor as a result of the Agreement being terminated (including, without limitation, claiming reimbursements) and/or the DPA being terminated in the scenario stated in this paragraph.
5.4.2 Contracts with Subcontractors. The Processor or a Processor’s Affiliate has agreed to a written agreement with each Sub-processor that includes sufficient measures for Personal Data protection. Where the Processor engages a new Sub-processor to perform specific processing activities on behalf of the Customer, the same or substantially similar data protection obligations as set forth in this DPA shall be imposed on such new Sub-processor through a contract that provides sufficient guarantees to implement appropriate technical and organizational measures to ensure that the processing complies with the GDPR’s requirements. Where the new Sub-processor breaches its data protection duties, the Processor must remain fully accountable to the Customer for the new Sub-fulfilment processor and its obligations.
6. SECURITY
6.1 Personal Data Protection Controls Processor shall maintain industry-standard technical and organizational safeguards to ensure the security of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss, alteration, or damage, as well as unauthorized disclosure of or access to, Personal Data), confidentiality, and integrity of Personal Data, including those safeguards specified in the Security Documentation, as amended from time to time. Upon reasonable request by the Customer, Processor will help Customer, at the Customer’s expense, in ensuring compliance with the GDPR’s Articles 32 to 36 duties, taking into account the nature of the processing and the information available to Processor.
6.2 Inspections and audits. Processor shall make available to Customer who is not a competitor of Processor (or Customer’s independent, reputable, third-party auditor who is not a competitor of Processor and is not in conflict with Processor, subject to their confidentiality and non-compete undertakings) all information necessary to perform the audit (subject to Customer’s strict confidentiality undertakings) at reasonable intervals (no more than once every 12 months). Customer shall promptly provide to Processor all records or documentation in Customer’s possession or control that Processor supplied during the audit and/or inspection). Customer shall be solely liable for all fees and expenditures arising out of or in connection with this Section. If and to the extent the Standard Contractual Clauses apply, nothing in this Section 6.2 alters or amends the Standard Contractual Clauses, nor does it impact any supervisory authority’s or data subject’s rights under the Standard Contractual Clauses.
7. MANAGEMENT AND NOTIFICATION OF DATA ACCIDENTS
The processor maintains security incident management policies and procedures and, to the extent required by applicable Data Protection Laws, shall promptly notify Customer of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data Processed on behalf of the Customer, including Personal Data transmitted, stored, or otherwise Processed by Processor or its Sub-processors. Processor shall make reasonable efforts to ascertain the cause of such Data Incident and shall take such actions as Processor considers necessary and reasonable in order to remediate the cause of such Data Incident to the extent remediation is reasonably within Processor’s control. The provisions of this paragraph shall not apply to events caused by Customer or Customer’s users. Customer will not make, disclose, release, or publish any finding, admission of liability, communication, notice, press release, or report regarding any Data Incident that directly or indirectly identifies Processor (including in any legal proceeding or notification to regulatory or supervisory authorities or affected individuals) without Processor’s prior written approval, unless and only to the extent that Customer is required to do so by applicable law. Unless prohibited by law, in the latter event, Customer must give Processor with appropriate prior written notice to allow Processor to object to such disclosure, and in any case, Customer will limit the disclosure to the bare minimum extent necessary.
8. RETURN AND DESTROYMENT OF PERSONAL INFORMATION
Upon termination of the Agreement and subject to applicable law, Processor shall delete or return to Customer all Personal Data it Processes solely on behalf of the Customer in the manner described in the Agreement, at Customer’s option (indicated through the Service or in written notification to Processor), and Processor shall delete existing copies of such Personal Data unless Data Protection Laws require or authorize the storage of the Personal Data. To the extent permitted or necessary by applicable law, the Processor may additionally maintain one copy of the Personal Data only for the purpose of establishing, exercising, or defending legal claims and/or for the purpose of complying with legal obligations.
9. TRANSFERS OF DATA ACROSS BORDER
9.1 Transfers of personal data from the European Economic Area, Switzerland, and the United Kingdom to countries with an adequate level of data protection. Personal Data may be transferred from EU Member States, the three EEA member countries (Norway, Liechtenstein, and Iceland) (collectively, the “EEA”), Switzerland, and the United Kingdom (“UK”) to countries that provide an adequate level of data protection under or in accordance with the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States, or the European Commission, or Switzerland or the UK, as applicable (“Adequacy D”).
9.2 International transfers. If the Processor’s Processing of Personal Data involves transfers (directly or indirectly) from the EEA, Switzerland, and/or the UK to countries that have not been subject to a relevant Adequacy Decision, and such transfers are not made using an alternative recognized compliance mechanism for the lawful transfer of personal data (as defined in the GDPR) outside the EEA, Switzerland, or the UK, as applicable,
When Personal Data is transferred pursuant to Standard Contractual Clauses, the “data importer” is either the Processor or its Sub-processor, as the case may be and as determined by the Processor, and the “data exporter” is the Controller of such Personal Data. The Processor shall comply with the data importer’s responsibilities and shall ensure that the relevant Sub-processor complies with the data exporter’s obligations, in each case pursuant to the applicable Standard Contractual Clauses. If required, Processor will ensure that its Sub-processor enters into Standard Contractual Clauses directly with the Customer, and the Customer hereby authorizes the Processor to sign the Standard Contractual Clauses with any such Sub-processor in the Customer’s name and on Customer’s behalf. The Standard Contractual Clauses will not apply to Personal Data relating to persons situated outside the European Economic Area (EEA) or that is not transferred directly or indirectly beyond the EEA.
10. AUTHORIZED AFFILIATES
10.1 Relationships of Contract. The Parties acknowledge and agree that by executing the DPA, the Customer enters into it on its own behalf and, where applicable, on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that Customer Processes Personal Data on their behalf, qualifying them as the “Controller.” Authorized Affiliates must adhere to the Agreement’s and this DPA’s terms and conditions, and any breach of those terms and conditions by an Authorized Affiliate shall be deemed a violation by Customer.
10.2 Communication. Customer shall continue to be responsible for coordinating all communications with Processor according to the Agreement and this DPA, and shall have the authority to initiate and receive communications about this DPA on behalf of its Authorized Affiliates.
11. ADDITIONAL PROVISIONS
11.1 Assessment of the Data Protection Impact. Processor shall provide Customer, at Customer’s expense, with reasonable cooperation and assistance necessary to fulfil Customer’s obligation under the GDPR (as applicable) to conduct a data protection impact assessment relating to Customer’s use of the Service, to the extent Customer does not have access to the relevant information and Processor has access to such information. Processor shall give reasonable assistance to Customer, at Customer’s expense, in cooperating with or consulting with the Supervisory Authority in the fulfillment of its obligations under this Section 11.1, to the degree required by the GDPR.
11.2 Customer Modifications. Customer may request in writing, with at least forty-five(45) calendar days prior written notice to Processor, any variations to this DPA that are required by any change in, or decision of, any Data Protection Laws, to allow Processing of Customer Personal Data to be made (or continue to be made) in compliance with that Data Protection Law. Pursuant to such notice: (a) Processor shall use commercially reasonable efforts to accommodate any modification requested by Customer or that Processor believes is necessary, and (b) Customer shall not unreasonably withhold or delay agreement to any consequential modifications to this DPA proposed by Processor in order to protect Processor from additional risks or to indemnify and compensate Processor for any additional steps and costs associated with the modifications. The Parties must quickly consider suggested changes and negotiate in good faith in order to agree on and implement those or other variations tailored to fulfill the Customer’s notification needs as soon as reasonably practical. If the Parties are unable to reach an agreement within 30 days of such notification, either Customer or Processor may terminate the Agreement with immediate effect by written notice to the other Party (or lack thereof). Customer will have no further rights against Processor (including, without limitation, claiming reimbursements for the Service) as a result of the Agreement and DPA being terminated in accordance with this Section.
11.3 Processor-specific modifications. The processor may, with at least thirty(30) calendar days prior written notice to Customer, amend the terms of this DPA and/or any Standard Contractual Clauses applicable pursuant to Section 9 of this DPA as necessary to permit the Processing of Personal Data to be carried out (or continued) in accordance with applicable Data Protection Laws, or to otherwise protect the interests of Processor and/or Customer, in each case as reasonably determined by Processor in its sole discretion. Continued use of the Service after the notification period has expired constitutes acceptance of the new terms. If Customer objects to the proposed changes during the notice period, the Parties must quickly debate and negotiate in good faith in order to agree on and implement those or other variations that fulfill the needs indicated in Processor’s notice as soon as reasonably possible. If the Parties are unable to reach an agreement within 30 days of such notification, either Customer or Processor may terminate the Agreement with immediate effect by written notice to the other Party (or lack thereof). Customer will have no further rights against Processor (including, without limitation, claiming reimbursements for the Service) as a result of the Agreement and DPA being terminated in accordance with this Section.
ANNEX 1 – PROCESSING DETAILS
Processing Types and Purposes
- Providing the Service to the Customer;
- Enforcing the Agreement, this DPA, and/or any other contract entered into by the Parties.
- Complying with Customer’s instructions, to the extent that such instructions are compatible with the Agreement’s provisions;
- If agreed upon in the Agreement, providing assistance and technical maintenance;
- Identifying, preventing, and mitigating risks associated with data security incidents, fraud, error, or any other illegal or prohibited activity;
- Resolving disputes;
- Enforcing the Agreement, this DPA, and/or defending Processor’s rights;
- Adhering to applicable laws and regulations; and
- All other tasks are associated with the foregoing.
Processing Time
Subject to any provisions of the DPA and/or the Agreement regarding the duration of the Processing and the consequences of its expiration or termination, Processor will Process Personal Data in accordance with the DPA and the Agreement for the duration of the Agreement, unless otherwise agreed in writing.
Personal Data Types
Customer may send Personal Data to the Service, to the degree that Customer determines and controls.
Subjects of Personal Data
Customer may provide the Service with Personal Data, which may include, but is not limited to, Personal Data pertaining to the following categories of Data Subjects:
Employees, agents, advisers, and independent contractors of the Customer (who are natural persons)
Customer’s prospects, customers, business partners, and vendors (who are natural individuals) Customer’s prospects, customers, business partners, and vendors’ employees or contact persons
Customer may communicate with any other third-party individual with whom Customer chooses to communicate over the Service.
Last modified on January 4, 2022.
Australia / New Zealand
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