Data Processing Agreement

This Agreement is subject to the Terms and Conditions and is incorporated into the Terms and Conditions. Interpretations and defined terms set forth in the Terms and Conditions apply to the interpretation of this Agreement.

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

A reference to writing or written includes email.

In the case of conflict or ambiguity between:

any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;

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; and

any of the provisions of this Agreement and the provisions of the Terms and Conditions, the provisions of this Agreement will prevail.

The Customer and Integrity acknowledge that for the purpose of the Data Protection Legislation, the Customer is the controller and Integrity is the processor.

The Customer retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Integrity.

Appendix A describes the subject matter, duration, nature and purpose of processing and the Personal Data categories and Data Subject types in respect of which Integrity may process to fulfil the Business Purposes of the Terms and Conditions.

Integrity 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 Customer's written instructions from Authorised Persons. Integrity 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. Integrity will notify the Customer if, in its opinion, the Customer's instruction would not comply with the Data Protection Legislation.

Integrity will comply with any Customer request or instruction from Authorised Persons requiring Integrity to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

Integrity will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Customer or this Agreement specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires Integrity to process or disclose Personal Data, Integrity must first inform the Customer of the legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.

Integrity will reasonably assist the Customer with meeting the Customer's compliance obligations under the Data Protection Legislation, taking into account the nature of Integrity processing and the information available to Integrity, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.

Integrity will ensure that all employees:

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.

are aware both of Integrity duties and their personal duties and obligations under the Data Protection Legislation and this Agreement

Integrity must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of 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 Appendix B.

Integrity must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

the pseudonymisation and encryption of personal data;

the ability to ensure the 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; and

a process for regularly testing, assessing and evaluating the effectiveness of security measures.

Integrity will promptly and without undue delay notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.

Integrity will within 24 hours and without undue delay notify the Customer if it becomes aware of:

any accidental, unauthorised or unlawful processing of the Personal Data; or

any Personal Data Breach.

Integrity will not inform any third party of any Personal Data Breach without first obtaining the Customer's prior written consent, except when required to do so by law.

Integrity (or any subcontractor) must not transfer or otherwise process Personal Data outside the EEA (or as applicable outside of the United Kingdom) without obtaining the Customer's prior written consent.

Where such consent is granted, Integrity may only process, or permit the processing, of Personal Data outside the EEA (or applicable outside of the United Kingdom) under the following conditions:

Integrity is processing Personal Data in a territory which is subject to a current finding under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals; or

Integrity participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that Integrity (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as; or

the transfer otherwise complies with the Data Protection Legislation.

Integrity located within the EEA of a subcontractor located outside the EEA; or 

Integrity located within the United Kingdom of a subcontractor located

outside the United Kingdom;

in compliance with the provisions of clause 8, then the Customer authorises

Integrity to enter into SCC (or any equivalent form accepted pursuant to Data Protection Legislation in the United Kingdom) with the subcontractor in the Customer’s name and on its behalf. Integrity will make the executed SCC (or any equivalent form accepted pursuant to Data Protection Legislation in the United Kingdom) available to the Customer on request.

Integrity may only authorise a third party (subcontractor) to process the Personal Data if:

the Customer is provided with an opportunity to object to the appointment of each subcontractor within 14 days after Integrity supplies the Customer with full details regarding such subcontractor;

Integrity 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 Customer's written request, provides the Customer with copies of such contracts;

Integrity maintains control over all Personal Data it entrusts to the subcontractor; and

the subcontractor's contract terminates automatically on termination of this Agreement for any reason.

Where the subcontractor fails to fulfil its obligations under such written agreement, Integrity remains fully liable to the Customer for the subcontractor's performance of its agreement obligations.

The Parties consider Integrity to control any Personal Data controlled by or in the possession of its subcontractors.

On the Customer's written request, Integrity will audit a subcontractor's compliance with its obligations regarding the Customer's Personal Data and provide the Customer with the audit results.

Integrity must, at the cost of the Customer, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:

the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and

information or assessment notices served on the Customer by any supervisory authority under the Data Protection Legislation.

Integrity must notify the Customer immediately 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.

Integrity must notify the Customer within 4 working days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.

Integrity will endeavour to give the Customer co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

Integrity must not disclose the Personal Data to any Data Subject or to a third party other than at the Customer's request or instruction, as provided for in this Agreement or as required by law.

Integrity will permit the Customer and its third-party representatives to audit Integrity compliance with its Agreement obligations, on at least 21 days' notice, during the Term. Integrity will give the Customer and its third-party representatives all assistance, as it can reasonably afford to give, to conduct such audits. The assistance may include, but is not limited to:

physical access to, remote electronic access to, and copies of the Records and any other information held at Integrity premises or on systems storing Personal Data;

access to and meetings with any of Integrity personnel reasonably necessary to provide all explanations and perform the audit effectively; and

inspection of Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process or transport Personal Data, in each case to the extent only that such are relevant to the Customer.

The notice requirements in clause 13.1 will not apply if the Customer reasonably believes that a Personal Data Breach occurred or is occurring, or Integrity is in breach of any of its obligations under this Agreement or any Data Protection Legislation.

If a Personal Data Breach occurs or is occurring, or Integrity becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, Integrity will:

within 5 days of the triggering event, conduct its own audit to determine the cause;

produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;

provide the Customer with a copy of the written audit report; and

remedy any deficiencies identified by the audit within 21 days.

Integrity warrants that 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:

the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

the nature of the Personal Data protected; and

comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in clause 5.1.

The Customer warrants and represents that:

the processing of Personal Data by the Customer will be carried out in accordance with Data Protection Legislation;

Integrity is entitled to process the Personal Data pursuant to the Terms and Conditions for the purpose of providing the services thereunder and such use will comply with Data Protection Legislation;

Integrity is entitled to access any Personal Data provided by the Customer or the User to any payment provider platform used for the purpose of paying the Fees. Where applicable, the Customer has obtained the necessary approval of any User in this regard;

all Personal Data provided by the Customer to Integrity is necessary, accurate and up-to-date; and

all Processing Instructions shall at all times be in accordance with Data Protection Legislation.

Subject to clause 15.2, the Customer shall indemnify and keep indemnified Integrity in respect of all DP Losses suffered or incurred by, awarded against or agreed to be paid by Integrity and any Sub-Processor arising from or in connection with any:

non-compliance by the Customer with Data Protection Legislation;

processing carried out by Integrity or any Sub-Processor pursuant to any Processing Instruction that infringes Data Protection Legislation; or

breach by the Customer of any of its obligations under this Agreement.

The Customer shall not be liable for any DP Losses under this Agreement directly resulting from Integrity’s breach of this Agreement.

To the maximum extent permitted by applicable law, Integrity’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to 100% of the fees paid or payable during the 12 months preceding the event triggering Integrity’s liability.

Any notice or other communication given to a party under or in connection with this Agreement must be in writing.

Clause 16.1 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.

A notice given under this Agreement is not valid if sent by email.