The Despatch Company Ltd is committed to protecting the personal data of the stakeholders in that data and to ensuring its compliance with all relevant legislation. This means ensuring that we help our clients (data controllers or data processors subcontracting processing) to comply with the data protection laws.
The European Union (EU) General Data Protection Regulation (GDPR), the Data Protection Act 2018 and the UK DPPEC (Data Protection, Privacy and Electronic Communications (EU Exit)) (UK GDPR) Regulations 2019 places obligations on a controller of personal data to ensure the protection of that data when they are processed by a third party i.e. a processor. In forming a controller/processor relationship, the GDPR is quite specific about the fact that a contractual agreement must be in place between the two parties, and that it should specify key items of information about the personal data involved and how it is processed.
The Client is using The Despatch Company Ltd to subcontract some aspects of their data processing on their behalf or on behalf of their clients. In doing so they require that The Despatch Company Ltd maintain compliance with the relevant data processing laws. This Agreement sets out the information about the processing of personal data.
Meanings
Words and phrases which have been defined meanings in the GDPR have the same meanings when used in this agreement. Where there is a conflict between UK and EU GDPR the definition which applicable to the home state of the data controller will prevail.
1. Roles
‘controller’ means the natural or legal person, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data. This is the client (you). ‘processor’ means a natural or legal person, agency or other body which processes personal data on behalf of the controller. This is The Despatch Company Ltd (Us)
2. GDPR Controller/Processor Agreement Policy
2.1 Information to be processed. The Data controller will pass on data including Personal Data to the data processor. In this case who will subcontract part of this processing (outlined below) to The Despatch Company Ltd. This is limited to the information required by a courier to deliver an order. This will include Name, Address Line 1, Email Address, Telephone Number, and may include the individual Tax number for export orders to certain countries.
2.1.1 Subject matter and duration of the processing. The data is required for the processing of orders normally this would mean the transfer of a physical good to a named individual by means of a courier.
The provider is therefore not permitted to use the data for any other purpose and cannot retain the data for longer than is contractually agreed.
2.1.2 Nature and purpose of the processing. The processing of orders for physical items which require delivery through a post or courier network.
2.1.3 Type of personal data and categories of data subjects. Name, contact details & address of individuals who have placed orders for physical products for delivery.
3. Obligations and rights of the controller.
3.1 The controller of the personal data must comply with all obligations under the applicable Data Protection Laws and must therefore require the Customer to recognise and agree to specific terms that set out how they will assist the controller in remaining within the law. These terms are described in the following section.
4. Obligations of the Processor.
4.1 Comply with all applicable Data Protection laws, which apply to the Data Controllers whose data we process.
4.2 Processes the personal data only on documented instructions from the controller (or the data processor as an agent of the data controller).
4.3 Ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
4.4 Take all measures required pursuant to Article 32 of the GDPR (see Note 1)
4.5 Respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor (see Note 2). A list of Sub-Processors will be provided to you in your statement of Work or updated in writing with thirty (30) days prior written notice should a change be made. If Processor engages a Sub-Processor for carrying out any Processing activities on behalf of Client, the same data protection obligations as set out in this Data Processing Agreement shall be imposed on that Sub-Processor in a contract which, in particular, provides sufficient guarantees to meet the requirements of this Agreement and applicable laws, including the GDPR and the UK GDPR (“Laws”). Processor shall remain fully liable to Client for the acts and omissions of all of Processor's Sub-Processors.
4.6 Assists the controller and/or the data processor by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR (see Note 3)
4.7 Assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (see Note 4) at the choice of the controller, or the data processor acting as an agent of the data controller, deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless the law which applies to the controller requires storage of the personal data;
4.8 Makes available to the controller or data processor all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR (see Note 5) and allows for and contributes to audits, including inspections, conducted by the controller or another auditor mandated by the controller.
4.9. Ensure that no personal data we are responsible for is transferred outside of the United Kingdom and the European Economic Area (EEA) in a manner engaging Chapter V of the UK GDPR or EU GDPR, unless first obtaining written consent from each Data Controller (understanding that such consent may be reasonably withheld) and implementing appropriate safeguards contemplated by Chapter V to protect the rights and freedoms of the affected data subjects.
4.9.1. Where such a transfer constitutes a Restricted Transfer under the UK GDPR, the parties agree that the appropriate safeguard shall be the UK International Data Transfer Agreement (IDTA) located at https://thedespatchcompany.com/international-data-transfer-agreement. The IDTA shall operate as a supplement to this Data Processing Agreement, applying exclusively to the Restricted Transfer, with the Part 4 Mandatory Clauses applying unamended as issued by the Information Commissioner's Office.
4.10 Keep an up-to-date Security Incident Response plan, which details how any security incident should be handled, including such matters as data preservation and communication with stakeholders. For the avoidance of doubt, this includes a requirement to alert all Data Controllers as soon as possible and certainly within 24 hours of a breach or suspected breach, of personal data.
4.11 At the election of the data controller delete or make available for the return of, all the personal data to the controller after the end of the provision of services relating to the processing, and delete existing copies unless the relevant laws require it continued storage, in each case in accordance with the time frames specified in clause 6.2 of the Extended Terms and Conditions.
4.12 In the event that Processor receives a request from a data subject regarding their personal data, Processor shall forward the request to Client in writing within four (4) business days of the receipt of such request and shall provide all reasonable assistance and cooperation to Client to comply with the request. Further, Processor shall, taking into account the nature of the Processing, reasonably assist Client (insofar as possible) in: (1) ensuring compliance with Client's obligations under Laws in respect of security of Processing, notification of Personal Data Breaches, data protection impact assessments and prior consultation with Supervisory Authorities; and (2) enabling Client to: (i) conduct a defence of any claim or allegation that there has been any unauthorized use, Processing, disclosure or acquisition of or access to any data, and (ii) investigate, prevent, mitigate or rectify any Personal Data Breach, breach of Laws, or breach of this Agreement. Processor shall allow for and contribute to audits, including inspections, conducted by Client, or another auditor mandated by Client.
4.13 Breach Notification and Process. In the event that there is a Personal Data Breach, Processor shall without undue delay (and in any event within 72 hours of becoming aware of such breach) notify Client of that Personal Data Breach in writing, including:
(a) the nature of the Personal Data Breach, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
(b) the likely consequences of the Personal Data Breach; and
(c) the measures which Processor proposes to take to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. Processor shall take such measures to address the Personal Data Breach or to mitigate its possible adverse effects as Client may from time to time require. Processor shall provide Client with such reasonable cooperation and assistance with managing that Personal Data Breach as Client may reasonably require. Processor shall consult with Client in advance regarding any public statements to be made relating to the Personal Data Breach which directly reference Client. Unless required to do so by law, Processor shall not make any public statement relating to the Personal Data Breach which directly references Client without the prior written consent of Client.
Notes
Article 32 – Security of processing requires both controllers and processors to “implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk (to the rights and freedoms of natural persons)”. The level of risk may be evaluated from a data protection impact assessment and therefore the extent of security controls required will vary across contracts. These may include the use of encryption, backup systems and other techniques to provide an appropriate level of confidentiality, integrity, availability and resilience of the system that are used to process personal data.
These conditions dictate that the Customer may not engage another processor (sub-processor) without the prior authorisation of the controller. In cases where another processor is engaged, the sub-processor must be subject to the same contractual terms as described in this policy.
Chapter III – Rights of the data subject sets out the information that must be provided to the data subject and the types of request they may make to the controller. These include the right to access their personal data, have it erased and object to them being processed.
Articles 32 to 36 address the areas of security of processing, personal data breaches and data protection impact assessments.
Article 28 – Processor is the main article that addresses the contractual requirements of the GDPR and is largely the subject of this policy document