Last Updated: September 21, 2021

This Data Processing Agreement (“DPA”) is incorporated into the agreement between Reciprocity and Customer for the purchase of Services provided by Reciprocity (the “Agreement”) and governs the Processing of Personal Data by Reciprocity on behalf of Customer. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. 

In the event of any conflict between the terms of this DPA and the terms of the Agreement, the provisions of this DPA shall prevail to the extent of the conflict.

RECITALS

Reciprocity provides to Customer certain services (“Services“) pursuant to one or more separate agreement(s) between the parties (each an “Agreement“). In connection with the Services, the parties anticipate that Reciprocity may from time to time process certain Personal Data in respect of which the Customer or any member of the Customer Group (as defined below) may be a controller under Data Protection Laws.

The parties have agreed to enter into this DPA in order to ensure that adequate safeguards are put in place with respect to the protection of such Personal Data as required by the Data Protection Laws.

  1. DEFINITIONS

    1. “Adequate Country” means a country or territory that is recognized by the European Commission under Data Protection Laws from time to time as providing adequate protection for Personal Data.
    2. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
    3. “Customer Group” means Customer and any of its Affiliates.
    4. “Data Protection Laws” means the California Consumer Privacy Act of 2018, the California Privacy Rights Act (effective January 1, 2023), the EU General Data Protection Regulation, the UK General Data Protection Regulation, and the Regulation on privacy and Electronic Communications Directive 2002/58/EC.
    5. “Data Subject” means an individual located within the United Kingdom, European Union, or the United States who personal data is processed as a result of the aforementioned Services between the Parties.
    6. “Data Subject Request” means a request from or on behalf of a data subject relating to access to, or rectification, erasure or data portability in respect of that person’s Personal Data or an objection from or on behalf of a data subject to the processing of its Personal Data.
    7. “EEA” means European Economic Area and Switzerland.
    8. “GDPR” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
    9. “Personal data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an 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 that natural person.
    10. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    11. “Reciprocity Group” means Reciprocity and any of its Affiliates.
    12. “Standard Contractual Clauses” means are contractual clauses that ensure appropriate data protection safeguards for data transfer from European Economic Area to non-European Economic Area countries that have been determined by the European Commission to not offer adequate data protections (like those offered by the GDPR). If applicable, these Standard Contractual Clauses are attached as Exhibit B to this DPA and form part of this DPA.
    13. “Subprocessor” means any entity engaged by Reciprocity or its affiliates to Process Personal Data in connection with the Services.
    14. “Supervisory Authority” means an independent public authority which is established by a Member State pursuant to Article 51 of the GDPR.
  2. STATUS OF THE PARTIES

    1. The type of Personal Data processed pursuant to this DPA and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects are as described below:
      1. Subject Matter of the Processing: Reciprocity’s provision of the Services to Customer.
      2. Nature and Purpose of the Processing: the collection, analysis, storage, duplication, deletion, and disclosure as necessary to provide the Services and as may be further instructed by Customer in writing.
      3. Duration of Processing: Reciprocity will process the Personal Data for the duration of the Agreement, or until the data upon which processing is no longer necessary for the purposes of either party performing its obligations under the Agreement (to the extent applicable) unless otherwise agreed between the parties in writing.

        1. Types of Data: data relating to individuals provided to Reciprocity via the Services, by (or at the direction of) Customer. Categories of Data Subjects: data subjects may include Customer’s employees, contractors, agents, and affiliates about whom data is provided to Reciprocity via the Services by (or at the direction of) Customer
        2. Each party warrants in relation to Personal Data that it will comply (and will procure that any of its personnel comply), with the Data Protection Laws. As between the parties, the Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which the Customer acquired Personal Data.
        3. In respect of the parties’ rights and obligations under this DPA regarding the Personal Data, the parties hereby acknowledge and agree that the Customer is the Controller and Reciprocity is the Processor and accordingly Reciprocity agrees that it shall process all Personal Data in accordance with its obligations pursuant to this DPA.
        4. Each party shall appoint an individual within its organization authorized to respond from time to time to enquiries regarding the Personal Data and party shall deal with such enquiries promptly.
  3. RECIPROCITY OBLIGATIONS

    1. With respect to all Personal Data, Reciprocity shall:
      1. Only process the Personal Data in order to provide the Services and shall act only in accordance with (i) this DPA and (ii) the Customer’s written instructions;
      2. In the unlikely event that applicable law requires Reciprocity to process Personal Data other than pursuant to the Customer’s instruction, Reciprocity will notify the Customer (unless prohibited from so doing by applicable law);
      3. Comply with all relevant and applicable obligations imposed by the California Consumer Privacy Act of 2018 and the California Privacy Rights Act (effective January 1, 2023);
      4. Notify all parties to the contract as soon as practicable if Reciprocity determines that it cannot meet all relevant and applicable obligations of the California Consumer Privacy Act of 2018 and the California Privacy Rights Act (effective January 1, 2023);
      5. As soon as reasonably practicable upon becoming aware, inform the Customer if, in Reciprocity’s opinion, any instructions provided by the Customer under Clause 3.1.1 infringe the GDPR, as as a result, Reciprocity will not process such personal data in a manner that infringes upon the GDPR;
      6. Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data;
      7. Take reasonable steps to ensure that only authorized personnel have access to such Personal Data and that any persons whom it authorizes to have access to the Personal Data are under obligations of confidentiality;
      8. As soon as reasonably practicable upon becoming aware, and not to exceed the timeframe of 72 hours, notify the Customer of any actual or alleged material incident of unauthorized or accidental disclosure of or access to any Personal Data by any of its staff, sub-processors, or any other identified or unidentified third party (a “Security Breach”);
      9. Promptly provide the Customer with reasonable cooperation and assistance in respect of a Security Breach and all reasonable information in Reciprocity’s possession concerning the Security Breach insofar as it affects Customer and/or any member of a Customer Group, including the following:

        1. The possible cause and consequences of the Security Breach;
        2. The categories of Personal Data involved;
        3. The approximate number of data subjects involved, and the number of data records concerned
        4. A summary of the possible consequences for the relevant data subjects;
        5. A summary of the unauthorized recipients of the Personal Data;
        6. The measures taken by Reciprocity to mitigate any damage; and
        7. The name and contact details of Reciprocity’s point of contact where more information regarding the incident(s) can be obtained.
      10. Assist as directed by the Customer in the communication to data subjects such aforementioned information regarding the incidents.
      11. As soon as reasonably practicable following termination or expiry of the Agreement or completion of the Services, and in any event within sixty (60) days of, upon Customer’s written request, Reciprocity will delete (i.e. putting beyond practicable use) or return to the Customer (at the Customer’s direction) all Personal Data (including copies thereof) for which Reciprocity is the Processor and that is processed pursuant to this DPA, save that this requirement shall not apply to the extent that Personal Data exists within back-ups where such data is put beyond practicable use and deleted in accordance with Reciprocity’s separate retention timeframes for archival media.
      12. Provide such assistance as the Customer reasonably requests (taking into account the nature of processing and the information available to Reciprocity) to Customer in relation to the Customer’s obligations under Data Protection Laws with respect to:

        1. Consulting with the relevant supervisory authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
        2. Data protection impact assessments (as such term is defined in the GDPR);
        3. Notifications to the supervisory authority under Data Protection Laws and/or communications to data subjects by the Customer in response to any Security Breach;
        4. The Customer’s compliance with its obligations under the GDPR with respect to the security of processing; and
        5. Provided the Customer shall pay Reciprocity’s charges for providing the assistance in clause 3.1.9, at Reciprocity’s then-current professional services rates.
      13. Reciprocity acknowledges that it does not receive any Customer Personal Data as consideration for any products or services that Reciprocity provides to Customer. Reciprocity must not sell any Customer Personal Data as the term “selling” is defined in the California Consumer Privacy Act of 2018 (“CCPA”) or similar or equivalent applicable privacy laws and agrees to refrain from any transfers of Customer Personal Data to or from a sub-processor that qualifies as “selling” under the CCPA or similar or equivalent privacy laws. Except as strictly necessary to provide the Services to Customer: (i) Reciprocity must not collect, share or use any Customer Personal Data; and (ii) shall not have, derive or exercise any rights or benefits from Customer Personal Data.
  4. DATA TRANSFERS

    1. Reciprocity makes available the transfer mechanisms which shall apply in the order of precedence set out below to the extent any Processing of Personal Data under this DPA takes place in any country outside the EEA (except if in an Adequate Country):

      1. Standard Contractual Clauses as set forth at Exhibit A to this DPA apply to the Services, and Reciprocity will comply with the obligations of the ‘data importer’ and the Customer will comply with the obligations of the ‘data exporter’. If personal data of a data subject located within the European Union is not transferred to an inadequate country, Exhibit A shall not apply.
    2. If the Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single mechanism in accordance with the priority identified above.
    3. The Customer acknowledges and accepts that the provision of the Services under the Agreement may require the processing of Personal Data by sub-processors in countries outside the EEA.
    4. If, in the performance of this DPA, Reciprocity transfers any Personal Data to a subprocessor (which shall include without limitation any Affiliates of Reciprocity) and without prejudice to clause 4 where such sub-processor will process Personal Data outside the EEA except if in an Adequate Country, Reciprocity shall in advance of any such transfer ensure that a legal mechanism to achieve adequacy in respect of that processing is in place such as:

      1. The requirement for Reciprocity to execute or procure that the sub-processor execute on behalf of the Customer Standard Contractual Clauses; or
      2. The existence of any other specifically approved safeguard for data transfers (as recognized under the Data Protection Laws) and/or a European Commission finding of adequacy.
    5. For any transfers of Personal Data under this DPA from the EEA, Customer acknowledges and agrees that Reciprocity may transfer Customer’s Personal Data outside of the EEA for processing. Reciprocity shall ensure the adequate protection for such Personal Data transfers in accordance with the GDPR.
  5. DATA SECURITY

    1. Reciprocity will protect Personal Data with appropriate administrative, technical, and physical measures (“Information Security Measures”) that are designed to: (i) ensure the security, confidentiality, integrity, and availability of Personal Data; (ii) protect against anticipated threats or hazards to the security, confidentiality, integrity, and availability of Personal Data; and (iii) protect against unauthorized access to or use of Personal Data that could result in the destruction, use, modification, or disclosure of Personal Data, or substantial harm or inconvenience to Customer or any individual. Upon Customer’s written request, Reciprocity may, at its discretion, provide Customer with third party attestations, certifications, and reports relating to Company’s Information Security Measures, including Service Organization Controls (SOC) reports.
  6. AUDIT

    1. Reciprocity shall, in accordance with Data Protection Laws, make available to the Customer such information in Reciprocity’s possession or control as the Customer may reasonably request with a view to demonstrating Reciprocity’s compliance with the obligations of processors under Data Protection Law in relation to its processing of Personal Data.
    2. The Customer may exercise its right of audit under Data Protection Laws, through Reciprocity providing:

      1. an audit report not older than 18 months by a registered and independent external auditor demonstrating that Reciprocity’s technical and organizational measures are sufficient and in accordance with an accepted industry audit standard (such as SSAE 18 SOC 2 Type II); and
      2. additional information in Reciprocity’s possession or control to an EU supervisory authority when it requests or requires additional information in relation to the data processing activities carried out by Reciprocity under this DPA.
    3. Additionally, in the event the Customer determines that Reciprocity has processed, stored, or collected Personal Data on behalf of the Customer in a manner that contradicts the Customer’s previously written instructions, the Customer shall be authorized to take reasonable and appropriate actions to remediate the unauthorized use of Personal Data by Reciprocity.
  7. DATA SUBJECT RIGHTS

    1. Reciprocity shall, to the extent legally permitted, promptly (i) notify Customer of any request from a Data Subject to access, correct, restrict, or delete Personal Data and (ii) provide commercially reasonable assistance to Customer in responding to any such request.
  8. SUBPROCESSORS

    1. Customer acknowledges and agrees that Reciprocity may engage Subprocessors in connection with the provision of the Services. Reciprocity will maintain a current list of Subprocessors at https://reciprocity.com/subprocessors.
    2. Reciprocity will enter into a written agreement with each Subprocessor containing data protection obligations that provide at least the same level of protection as those in this DPA. Customer shall inform Customer prior to the appointment of any new Subprocessor, either by electronic mail, by publication to a Reciprocity website, or via the Services, to allow Customer an opportunity to object to such appointment. If Customer provides written notice reasonably objecting to the appointment of a Subprocessor within ten (10) business days of being informed by Reciprocity of such appointment, Reciprocity will use commercially reasonable efforts to provide an alternative Subprocessor. If Reciprocity is unable to provide a commercially reasonable alternative to avoid the Processing of Personal Data by the objected-to Subprocessor within thirty (30) days, Customer may, as its sole and exclusive remedy, terminate the Services to which this DPA applies.
  9. RETURN AND DELETION

    1. Following the termination of the Agreement, Reciprocity will, upon Customer’s written request, promptly return or delete all copies of Personal Data, except as otherwise required by applicable law or Reciprocity’s routine backup procedures.
    2. TERM

      This DPA shall remain in effect until the termination of the Agreement.

  10. GENERAL

    1. This DPA is without prejudice to the rights and obligations of the parties under any Agreement which shall continue to have full force and effect and shall apply solely to the extent that there is an existing Agreement between the parties. In the event of any conflict between the terms of this DPA and the terms of any Agreement, the terms of this DPA shall prevail so far as the subject matter concerns the processing of Personal Data.
    2. This DPA does not confer any third-party beneficiary rights, it is intended for the benefit of the parties hereto and their respective permitted successors and assigns only, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
    3. Without prejudice to the Standard Contractual Clauses, this DPA shall be governed by and construed in accordance with the laws of the country of territory stipulated for this purpose in the Agreement and each of the parties agrees to submit to the choice of jurisdiction as stipulated in the Agreement in respect of any claim or matter arising under this DPA.
    4. This DPA is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter. Other than in respect of statements made fraudulently, no other representations or terms shall apply or form part of this DPA. No modification of, amendment to, or waiver of any rights under the DPA will be effective unless in writing and signed by an authorized signatory of each party. This DPA may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Each person executing this agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this DPA. Each party represents and warrants to the other that the execution and delivery of this DPA, and the performance of such party’s obligations hereunder, have been duly authorized and that this DPA is a valid and legally binding agreement on each such party, enforceable in accordance with its terms.