Data Processing Agreement

Jan 2025 | Date last updated 22 Jan 2025

DemandMore Data Processing Agreement

This Agreement is of even date with and is supplemental to and subject to the terms and conditions of Demandmore Master Services Agreement (“MSA”) entered into between the parties including any Statement of Work pursuant to the MSA (“SOW”) (collectively the “Services Agreement”). In the event of a conflict between any of the provisions of this Agreement and provisions of the Services Agreement, the provisions of this Agreement shall prevail.

BACKGROUND

  1. The Client and DemandMore entered into a Services Agreement that may require DemandMore to process Personal Data on behalf of the Client.
  2. This Personal Data Processing Agreement (“Agreement”) sets out the additional terms, requirements and conditions on which DemandMore will process Personal Data when providing services under the Services Agreement. This Agreement contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR)for contracts between controllers and processors and the General Data Protection Regulation ((EU) 2016/679).

AGREED TERMS

  1. Definitions and interpretation
    The following definitions and rules of interpretation apply in this Agreement.
    1. Definitions:
      1. Affiliate: means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time, and for these purposes “control” and “controlling” are defined as directly or indirectly possessing the power to direct or cause the direction of the management and policies of such a person, whether through ownership of voting interests, by contract or otherwise.
      2. Authorised Persons: the persons or categories of persons that the Client authorises to give DemandMore written personal data processing instructions as identified in ANNEX A and from whom DemandMore agrees to accept such instructions.
      3. Business Purposes: the services to be provided by DemandMore to the Client as described in the Services Agreement and any other purpose specifically identified in the SOW.
      4. Client: as defined in the DemandMore SOW.
      5. Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).
      6. Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given in the Data Protection Legislation.
      7. Controller: has the meaning given in section 6, DPA 2018.
      8. DemandMore: DemandMore Limited incorporated and registered in England with company number 08644855 whose registered office is at Book works, 25 Horsell Road, London, N5 1XL, United Kingdom.
      9. Data Protection Legislation:

        a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

        b. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or DemandMore is subject, which relates to the protection of Personal Data.
      10. Data Subject: the identified or identifiable living individual to whom the Personal Data relates.
      11. EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
      12. EEA: the European Economic Area.
      13. Personal Data: means any information relating to an identified or identifiable living individual that is processed by DemandMore on behalf of the Client as a result of, or in connection with, the provision of the services under the Services Agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.
      14. Processing, processes, processed, process: any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third parties.
      15. Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.
      16. Processor: a natural or legal person, public authority, DemandMore or other body which processes personal data on behalf of the Controller.
      17. Records: has the meaning in Clause 12.
      18. Standard Contractual Clauses (SCCs): the ICO’s International Data Transfer Agreement for the transfer of personal data from the UK and/or the ICO’s International Data Transfer Addendum to EU Commission Standard Contractual Clauses and/or the European Commission’s Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 as set out in the Annex to Commission Implementing Decision (EU) 2021/914 and/or the European Commission’s Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU as adapted for the UK, a completed copy of which comprises 0 or such alternative clauses as may be approved by the European Commission or by the UK from time to time.
      19. Term: this Agreement’s term as defined in Clause 10. 
      20. UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
    2. This Agreement is subject to the terms of the Services Agreement and is incorporated into the Services Agreement. Interpretations and defined terms set forth in the Services Agreement apply to the interpretation of this Agreement. 
    3. The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.
    4. In the case of conflict or ambiguity between:

      a. any provision contained in the body of this Agreement and any provision contained in the Annexes (excluding any executed SCC), the provision in the body of this Agreement will prevail;

      b. the terms of any accompanying invoice or other documents, annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail;

      c. any of the provisions of this Agreement and the provisions of the Services Agreement, the provisions of this Agreement will prevail; and

      d. any of the provisions of this Agreement (or any other provision contained in the Annexes or any of the documents referred to in (b) and (c) above) and any executed SCC, the provisions of the executed SCC will prevail.
  1. Personal data types and processing purposes
    1. The Client and DemandMore agree and acknowledge that for the purpose of the Data Protection Legislation:

      a. the Client is the controller and DemandMore is the processor.

      b. the Client retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to DemandMore.

      c. ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which DemandMore may process the Personal Data to fulfil the Business Purposes.
  2. DemandMore’s obligations
    1. DemandMore will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Client’s written instructions from Authorised Persons. DemandMore will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. DemandMore must promptly notify the Client if, in its opinion, the Client’s instructions do not comply with the Data Protection Legislation.
    2. DemandMore must comply promptly with any Client written instructions from Authorised Persons requiring DemandMore to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
    3. DemandMore will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires DemandMore to process or disclose the Personal Data to a third party, DemandMore must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.
    4. DemandMore will reasonably assist the Client, at no additional cost to the Client, with meeting the Client’s compliance obligations under the Data Protection Legislation, taking into account the nature of DemandMore’s processing and the information available to DemandMore, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.
    5. DemandMore must promptly notify the Client of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting DemandMore’s performance of the Services Agreement or this Agreement. 
  3. DemandMore’s employees
    1. DemandMore will ensure that all of its employees:

      a. are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;

      b. have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and

      c. are aware both of DemandMore’s duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.
    2. DemandMore will take reasonable steps to ensure the reliability, integrity and trustworthiness of and conduct background checks consistent with applicable domestic law on all of DemandMore’s employees with access to the Personal Data.
  4. Security
    1. DemandMore must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in ANNEX C. 
    2. DemandMore has implemented and will maintain appropriate technical and organisational measures designed to protect the security, confidentiality, integrity and availability of Client data and protect against Security incidents. Client acknowledges that the Security Measures are subject to technical progress and development and DemandMore may update or modify the Security Measures from time to time provided that such updates and modification do no materially decrease the overall security of our services.
    3. DemandMore must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

      a. the pseudonymisation and encryption of personal data;

      b. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

      c. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

      d. a process for regularly testing, assessing and evaluating the effectiveness of the security measures.
  5. Personal Data Breach 
    1. DemandMore will within 72 hours and in any event without undue delay notify the Client if it becomes aware of:
      1. the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data;
      2. any accidental, unauthorised or unlawful processing of the Personal Data; or
      3. any Personal Data Breach.
    2. Where DemandMore becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide the Client with the following information:
      1. description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
      2. the likely consequences; and
      3. a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.
      4. Upon the Client’s request and taking into account the nature of the Processing and information available to DemandMore, provide reasonable assistance for the Client to meet its Security incident notification obligations under applicable data protection law.  DemandMore’s notification of a Security Incident is not an acknowledgement by DemandMore of its fault and liability.
    3. Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, DemandMore will reasonably co-operate with the Client at no additional cost to the Client, in the Client’s handling of the matter, including but not limited to:
      1. assisting with any investigation; 
      2. making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Client; and 
      3. taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing. 
    4. DemandMore will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Client’s written consent, except when required to do so by domestic law. 
    5. DemandMore agrees that the Client has the sole right to determine:
      1. whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client’s discretion, including the contents and delivery method of the notice; and
      2. whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
    6. DemandMore will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from the Client’s specific written instructions, negligence, wilful default or breach of this Agreement, in which case the Client will cover all reasonable expenses. 
  6. Transfers of personal data
    1. DemandMore (and any subcontractor) must not transfer or otherwise process the Personal Data outside the EEA without obtaining the Client’s prior written consent. 
    2. Where such consent is granted, DemandMore may only process, or permit the processing, of the Personal Data outside the EEA under the following conditions:
      1. DemandMore is processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. DemandMore must identify in ANNEX A the territory that is subject to such adequacy regulations; or
      2. DemandMore participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that DemandMore (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR [and EU GDPR]. DemandMore must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and DemandMore must immediately inform the Client of any change to that status; or
      3. the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.
    3. If any Personal Data transfer between the Client and DemandMore requires execution of SCCs in order to comply with the Data Protection Legislation (where the Client is the entity exporting Personal Data to DemandMore outside the EEA), the parties will complete all relevant details in, and execute, the SCCs contained in ANNEX A, and take all other actions required to legitimise the transfer.
    4. If the Client consents to appointment by DemandMore of a subcontractor located outside the EEA in compliance with the provisions of clause 8, then the Client authorises DemandMore to enter into SCCs contained in Annex B with the subcontractor. DemandMore will make the executed SCCs available to the Client on request.
  7. Subcontractors
    1. DemandMore may not authorise any third party or subcontractor to process the Personal Data, other than those subcontractors as set out in Annex A, DemandMore may not authorise any other third party or subcontractor to process the Personal Data.
    2. BY entering into this Agreement, Client provides general authorisation for DemandMore to engage Sub-processors to Process Client Personal Data.  DemandMore must: (i) enter into a written agreement with each Sub-processor imposing data protection terms that require the Sub-processor to protect Client Personal Data to the standard required by Appliable Data Protection Law and to the same standard provided by this Agreement.
    3. DemandMore may only authorise a third party (subcontractor) to process the Personal Data if:
      1. the Client is provided with an opportunity to object to the appointment of each subcontractor within 14 working days after DemandMore supplies the Client with full details in writing regarding such subcontractor;
      2. DemandMore enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client’s written request, provides the Client with copies of the relevant excerpts from such contracts; 
      3. DemandMore maintains control over all of the Personal Data it entrusts to the subcontractor; and
      4. the subcontractor’s contract terminates automatically on termination of this Agreement for any reason.
    4. Those subcontractors approved as at the commencement of this Agreement are as set out in ANNEX A. DemandMore must list all approved subcontractors in Annex A and include any subcontractor’s name and location and the contact information for the person responsible for privacy and data protection compliance. 
    5. Where the subcontractor fails to fulfil its obligations under the written agreement with DemandMore which contains terms substantially the same as those set out in this Agreement, DemandMore remains fully liable to the Client for the subcontractor’s performance of its agreement obligations. 
    6. The Parties agree that DemandMore will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors. 
  8. Complaints, data subject requests and third-party rights
    1. DemandMore must, at no additional cost to the Client, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:
      1. the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and 
      2. information or assessment notices served on the Client by the Commissioner or other relevant regulator under the Data Protection Legislation. 
    2. DemandMore must notify the Client immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.
    3. DemandMore must notify the Client within seven days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
    4. DemandMore will give the Client, at no additional cost to the Client, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request. 
    5. DemandMore must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Client’s written instructions, or as required by domestic law. Unless prohibited by Law, DemandMore will promptly notify Client of any valid, enforceable warrant, or court order, from law enforcement or public authorities compelling DemandMore to disclose Client Personal Data. DemandMore will follow its own guidelines in responding to such request.  In the event that DemandMore received an inquiry or a request for information from any third party (such as a regulator or data subject) concerning the Processing of Client Personal Data, DemandMore will redirect such inquiries to Client, and will not provide any information unless required to do so under appliable law.
  9. Term and termination
    1. This Agreement will remain in full force and effect so long as:
      1. The Services Agreement remains in effect; or 
      2. DemandMore retains any of the Personal Data related to the Services Agreement in its possession or control.
    2. Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Services Agreement in order to protect the Personal Data will remain in full force and effect.
    3. If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Services Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within 30 days, either party may terminate the Services Agreement by providing no less than 30 days written notice to the other party.
  10. Deletion and return of Client Personal Data
    1. At the Client’s request, DemandMore will give the Client, or a third party nominated in writing by the Client, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Client.
    2. On termination of the Services Agreement for any reason or expiry of its term, DemandMore will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control.
    3. If any law, regulation, or government or regulatory body requires DemandMore to retain any documents or materials or Personal Data that DemandMore would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.
    4. On the Client’s request, DemandMore will certify in writing to the Client that it has deleted or withdrawn access to the Personal Data within 30 days after it completes the deletion or destruction.
  11. Records
    1. DemandMore will keep accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1.
    2. DemandMore will ensure that the Records are sufficient to enable the Client to verify DemandMore’s compliance with its obligations under this Agreement and DemandMore will provide the Client with copies of the Records upon request.
    3. The Client and DemandMore must review the information listed in the Annexes to this Agreement annually to confirm its current accuracy and update it when required to reflect current practices.
  1. Audit
    1. DemandMore will permit the Client and its third-party representatives to audit DemandMore’s compliance with its Agreement obligations, on at least 30 days’ notice, during the Term. DemandMore will give the Client and its third-party representatives all reasonable assistance to conduct such audits. 
      The assistance may include, but is not limited to: 
      1. remote electronic access to, and copies of the Records and any other information held at DemandMore’s systems storing the Personal Data;
      2. access to and meetings with any of DemandMore’s personnel reasonably necessary to provide all explanations and perform the audit effectively; and
    2. The notice requirements in clause 13.1 will not apply if the Client reasonably believes that a Personal Data Breach occurred or is occurring, or DemandMore is in breach of any of its obligations under this Agreement or any Data Protection Legislation.
    3. If a Personal Data Breach occurs or is occurring, or DemandMore becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, DemandMore will:
      1. promptly conduct its own audit to determine the cause; 
      2. produce a written report that includes detailed plans to remedy any deficiencies identified by the audit; 
      3. provide the Client with a copy of the written audit report; and 
      4. remedy any deficiencies identified by the audit.
    4. At the Client’s written request, DemandMore will:
      1. conduct an information security audit before it first begins processing any of the Personal Data and repeat that audit on at least an annual basis; 
      2. produce a written report that includes detailed plans to remedy any security deficiencies identified by the audit; 
      3. provide the Client with a copy of the written audit report; and
      4. remedy any deficiencies identified by the audit within 30 days.
    5. On the Client’s written request, DemandMore will make all of the relevant audit reports available to the Client for review.
    6. DemandMore will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by DemandMore’s management.
  1. Warranties
    1. DemandMore warrants and represents that:
      1. its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
      2. it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments; 
      3. it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Services Agreement’s contracted services; and
      4. considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:
        1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; 
        2. the nature of the Personal Data protected; and
        3. comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in clause 5.1.
    2. The Client warrants and represents that DemandMore’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Legislation.
  2. Indemnification
    1. DemandMore’s total liability for indemnification obligations under this Agreement shall not exceed the total fees paid by the Client to DemandMore under this Agreement during the 12 months preceding the claim. Each party agrees to indemnify and hold harmless the other party from claims arising from its breach of this Agreement, provided that:
      1. DemandMore’s liability is limited to claims resulting from its gross negligence or wilful misconduct; and
      2. the Client shall indemnify the DemandMore for claims arising from the Client’s instructions, data, or failure to comply with applicable laws.  
  3. Notice
    1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
      1. sent by email to the following addresses (or an address substituted in writing by the party to be served):
        1. For DemandMore: dataprotection@demandmore.co.uk
    2. Any notice shall be deemed to have been received:
      1. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

This agreement has been entered into on the date stated at the beginning of it.

Schedule

A. List of Parties

Data exporter:
Details of Processing
Name: The Client, as defined in the DemandMore SOW.

Address: The Client’s address, as set out in the SOW.

Contact person’s name, position and contact details: The Client’s contact details, as set out in the DemandMore SOW.

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Client’s use of the DemandMore Services under the Services Agreement.

Role (controller/processor): Controller

Data importer:
Name: DemandMore Limited

Address: Book Works, 25 Horsell Road, London, N5 1XL, United Kingdom.

Contact person’s name, position and contact details: Wesley Parker, Co-founder, dataprotection@demandmore.co.uk

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Client’s use of the DemandMore Services under the DemandMore Services Agreement.

Role (controller/processor): Processor

B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred
Client to DemandMore:

  • Clients, prospects, and visitors of Client website and processed on their digital services;
  • Client’s staff including employees, freelancer and contractors.
  • Media lists including but not limited to, journalists, social media content creators,

Categories of Personal Data Transferred

  • Contact Information
  • Online identifiers including IP Address, Device information
  • Email address
  • Age
  • Gender
  • Geographic location
  • Social media identifiers and profiles
  • Behavioural data produced by marketing campaigns
  • Employment information including job title, company
  • Any other Personal Data submitted by, sent to, or received by the Client. The parties do not anticipate the transfer of special category of personal data.

Frequency of the transfer
Continuous

Nature of the Processing
Personal Data will be Processed in accordance with the Agreement (including this Agreement) and may be subject to the following Processing activities:

Purpose of the transfer and further processing
We will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the Agreement, and as further instructed by you in your use of our Services.

Period for which Personal Data will be retained
DemandMore will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

C. Competent Supervisory Authority

For the purposes of the Standard Contractual Clauses, the supervisory authority that will act as competent supervisory authority will be determined in accordance with the GDPR.


D. Personal Data processing purposes and details

Digital Marketing services

Nature and Purpose of ProcessingCategories of Data Subject Categories of Personal Data Processing Operations
Automated digital marketing. Client to DemandMore: Visitors of Client website; visitors to Client marketing events.
Client to Technology Vendors contracted through DemandMore: Visitors of Client website; visitors to Client marketing events.		Client to DemandMore: Name, address, contact number, date of birth, job title, employer details, business contact details, preferences.
Client to Technology Vendors contracted through DemandMore: Name, address, contact number, date of birth, job title, employer details, business contact details, preferences.
Special categories: None.		Client to DemandMore: Logging, organisation, storage, adaptation, analysis, use, erasure, retrieval and dissemination.  Client to Technology Vendors contracted through DemandMore: Logging, organisation, storage, adaptation, analysis, use, retrieval and dissemination. 
Duration of Processing Client to DemandMore: deletion as soon as passed to Technology Vendor.  Client to Technology Vendors contracted through DemandMore: duration of the Agreement, Services or in accordance with applicable law.

Public relations services

Purpose of ProcessingCategories of Data Subject Categories of Personal Data Processing Operation
To engage with journalists and influencers in order to provide public relations services to the Client. To provide payments to fulfil a contractual obligation on behalf of the Client.
Journalists and traditional, members of the public or social media influencers. 
Identifying information: Name, personal contact details (including address, telephone and mobile numbers and email address), place of work, job title, employment contact details (including address, telephone and mobile numbers and email address), age, gender, physical characteristics.  Other: Invoicing and billing information and personal preferences. Special categories: None.
Using contact details to engage with journalists and influencers. Using place of work, job title and personal preferences to identify areas of public influence or exposure. Using contact and bank details to fulfil a contractual obligation.
Duration of Processing The Personal Data will be processed by DemandMore for the duration of the Agreement, Services or part thereof or in accordance with applicable law.  

Approved Sub-processors and Third parties

Amazon Web Services, Inc
Google LLC, Google Ireland Limited or any Affiliate of these companies
Microsoft Azure AD
Funnel AB
SEMrush Inc, or any of its Affiliates
Ahrefs Pte. Ltd
Rel Equals, Inc. (BuzzStream)
Microsoft Corporation Inc. or any of its Affiliates
Meta Platforms Inc. or any of its Affiliates
LinkedIn Corporation
Screaming Frog Ltd
Dytedance, Tiktok information technologies UK Limited or any Affiliate of these companies
Pininterest Europe Limited

E. Standard Contractual Clauses

Cross-border Transfers. Client acknowledges that the DemandMore’s Services may involve cross-border transfers of Client Personal Data. DemandMore will comply with Data Protection Laws if it engages in any cross-border processing of Client Personal Data, or transmits any Client Personal Data to any country outside of the country from which such Client Personal Data was provided to it. To the extent required by Data Protection Laws, DemandMore will ensure that a lawful data transfer mechanism is in place prior to engaging in any onward transfers of Client Personal Data from one country to another.

Transfers from the EEA. To the extent legally required, by entering into this Agreement, the Parties are deemed to have signed the EU SCCs, which form part of this Agreement and are deemed completed as follows:

Module 2 of the EU SCCs applies to transfers of Client Personal Data from Client (as a Controller) to DemandMore (as a Processor), and Module 3 of the EU SCCs applies to transfers of Client Personal Data from Client (as a Processor) to DemandMore (as a Sub-processor).

Clause 7 (the optional docking clause) is not included.

Clause 9 (Use of sub-processors): The Parties select Option 2 (General written authorisation). The initial list of Sub-processors is available to Client.

Clause 11 (Redress): The optional language requiring that data subjects be permitted to lodge a complaint with an independent dispute resolution body is not included.

Clause 17 (Governing law): The Parties choose Option 1 (the law of an EU Member State that allows for third-party beneficiary rights) and select the law of the Republic of Ireland.

Clause 18 (Choice of forum and jurisdiction): The Parties select the courts of the Republic of Ireland.

Annex I (List of Parties) of the EU SCCs shall be deemed completed with the information set out in this Agreement.

Annex II (Technical and organizational measures) of the EU SCCs shall be deemed completed with the information set out in Annex C of this Agreement.

Annex III (List of sub-processors) is not applicable because the Parties have chosen General Authorization under Clause 9.

Transfers from the UK. To the extent legally required, by entering into this Agreement, the Parties are deemed to be signing the UK Addendum, which forms part of this Agreement and takes precedence over the rest of this Agreement as set forth in the UK Addendum. The Tables within the UK Addendum are deemed completed as follows:

Table 1: The Parties’ details will be the Parties and their affiliates to the extent any of them is involved in such transfer, and the Key Contact will be the contacts set forth in Schedule A of this Agreement.

Table 2: The Approved EU SCCs referenced in Table 2 will be the EU SCCs as executed by the Parties.

Table 3: Annexes I and II are set forth in Schedule A and B of this Agreement. Annex III is inapplicable.

Table 4: Neither Party may end this Agreement as set out in Section 19 of the UK Addendum.

Transfers from Switzerland. For transfers of Client Personal Data that are subject to the FADP, the EU SCCs form part of this Agreement as set forth in this Agreement, but with the following differences to the extent required by the FADP:

References to the GDPR in the EU SCCs are to be understood as references to the FADP insofar as the data transfers are subject exclusively to the FADP and not to the GDPR, and references to personal data in the EU SCCs also refer to data about identifiable legal entities until the entry into force of FADP revisions that eliminate this broader scope.

The term “member state” in EU SCCs will not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs.

The relevant Supervisory Authority is the Swiss Federal Data Protection and Information Commissioner (for transfers subject to the FADP and not the GDPR), or both such Commissioner and the Supervisory Authority identified in the EU SCCs (where the FADP and GDPR apply, respectively).

Security measures: Technical and Organisational Security Measures

  1. Measures for Physical Controls

Technical and organisation measures to prevent unauthorised personal from gaining access to the data processing systems available in premises and facilities (including databases, IT systems and related hardware) where personal data is processed, include:

  • Establishing security areas, restriction of access paths
  • Establishing access authorisations for employees and third parties;
  • Establishing access authorisation for staff and third parties
  • Access control system (ID reader, magnetic card, chip card);
  • Key management and supporting procedures
  • Door locking
  • Security staff
  • Alarm system
  • Surveillance facilities, video/CCTV monitor, alarm system; CCTV recording
  • Securing data processing equipment and personal computers
  • Establishing security areas, restriction of access paths;
  1. Measures for ensuring ongoing availability and resilience of processing systems and services

We use high availability and high resilience technology services to ensure that we meet our service expectations. DemandMore’s services are built on and utilise public cloud platforms, these services were specifically chosen due to enhanced security and an outsourced model that allows focus on our products.

  1. Measures for ensuring ongoing confidentiality and integrity of processing systems and services

DemandMore has technical and organisational measures to ensure that persons entitled to use a data processing system gain access only to such Personal Data in accordance with their access rights, and that Personal Data cannot be read, copied, modified or deleted without authorisation, include:

  • Internal policies and procedures;
  • Control authorisation schemes;
  • Differentiated access rights (profiles, roles, transactions and objects);
  • Disciplinary action against employees who access Personal Data without authorisation;
  • Access procedure;

All staff must adhere to the IT asset control policy in order to protect the security of the network, protect data integrity and protect and control computer systems and organisational assets.

  1. Measures of encryption of personal data

Encryption

DemandMore has technical measures to ensure that data is encrypted at rest and in transit.

Availability

DemandMore has measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.

Monitoring
We implement various mechanisms and are constantly improving monitoring of our networks, servers and applications.

Backups
We backup our data. We routinely test our recovery mechanisms and monitor backup integrity and backup processes run as expected.

  1. Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Incident Management

DemandMore has measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.

DemandMore has a robust policy for Incident Management and Data Breaches, and we follow our internal procedures in the event of an Incident or Data Breach. The execution of this policy is always in collaboration with the Data Controller and we work closely with the Data Controller during and after the Incident to ensure visibility and timely communication, but also to manage remediation and subsequent process improvements. 

DemandMore’s Data Security Breach Response Plan and Incident management policy and procedures support this capability and a full description is not set out here.

Business Continuity Planning and disaster recovery

DemandMore has Business Continuity Plans in place to support in the event a system is corrupted, lost or cannot be accessed.

  1. Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing

DemandMore maintains a performs assessments and IT security audits of its technical and organisational measures on a periodic basis. 

Measures for user identification and authorisation

Technical and organisational measures to prevent data processing systems from being used by unauthorised persons include:

  • User identification and authentication procedures;
  • ID/password security procedures (special characters, minimum length, change of password);

Technical and organisational measures to prevent data processing systems from being used by unauthorised persons include:

  • User identification and authentication procedures;
  • ID/password security procedures (special characters, minimum length, change of password);
  1. Measures for the protection of data during transmission

DemandMore has encryption standards to ensure that data is safe both in transit and in rest.  All external data transmission is encrypted end-to-end. 

DemandMore network Security

The security of DemandMore’s network and infrastructure is crucial to the day-to-day operations of the product. DemandMore separates its systems into different networks to better protect sensitive data from being compromised. DemandMore’s infrastructure is designed around the three core security principles – confidentiality, integrity and availability. 

  1. Measures for ensuring physical security of locations at which personal data are processed

Technical and organisational measures to prevent unauthorized persons from gaining access to the data processing systems available in premises and facilities (including databases, application servers and related hardware) where Personal Data are processed, include:

  • Establishing access authorisations for employees and third parties;
  • Access control system (ID reader, magnetic card, chip card);
  • Key management, card-keys procedures;
  • Door locking (electric door openers etc.);
  1. Measures for ensuring events logging

DemandMore services utilise the Client’s public cloud platforms and occasionally DemandMore’s service provider’s cloud-based platform, and these services specifically provide logging capabilities especially for High-risk actions and changes in the production network that are logged. 

  1. Measures for internal IT and IT security governance and management

Data security is considered a never-ending mission at DemandMore, which means our dedicated security team is continually working to maintain the highest possible level of security

  1. Measures for ensuring data minimisation

DemandMore has implemented appropriate technical and organisational measures for ensuring that, by default, only personal data which are necessary for each specific purpose of the processing are processed. DemandMore only processes personal data for the duration of the contract between DemandMore and its Clients. After the end of the contract personal data that is processed by DemandMore is deleted. Data protection considerations are embedded into business and technology development practices.

  1. Measures for ensuring data quality

DemandMore has implemented appropriate technical and organisational measures for ensuring to assess data quality and remediate data quality issues as they arise.

  1. Measures for ensuring limited data retention

DemandMore stores the Personal Data on cloud-based servers. All Client data is returned and deleted after the end of a project. 

DemandMore’s data retention and disposal policy requires that DemandMore records shall be destroyed by secure means in line with industry best practice. Third parties may be used to dispose of records which have been deemed necessary to erase – In this instance, confidentiality clauses will be in place and certificates of disposal will be provided. 

Audit records of all disposals are kept.

  1. Measures for ensuring accountability
    DemandMore has implemented the following technical and organisational controls:
  • Adequate documentation on what personal data is processed;
  • a description of the purpose of processing and a data inventory and data retention schedule that describes how long data will be processed for; 
  • a documented process and procedure aimed at tackling data protection issues at an early state when building its systems or responding to a data breach;