Data Processing Agreement

This Data Processing Agreement (“DPA”) made and entered into on Nov 20, 2019

Between: Sovereign Net LTD, located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands d/b/a Convertful (“Convertful”).

And: [Insert Full Company Name] (“Customer”), company number [Company Number], with a registered address at [Company Address].

And: [Insert Full Person Name] (“Customer”), with a registered address at [Person Address].

(collectively the “Parties”).

1. Terms and Definitions

“Personal Data” means any information relating to an identified or identifiable natural person.

“Data Controller” means an entity that determines the purposes and means of the processing of Personal Data.

“Data Processor” means an entity that processes Personal Data on behalf of a Data Controller.

“Customer Data” means any Personal Data that Convertful processes on behalf of Customer as a Data Processor under the Main Agreement. The subject matter of the Customer Data is defined in Annex A.

“EU Data Protection Law” means (i) Regulation (EU) 2016/679 of the European Parliament and the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).

“Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data under the Main Agreement, including, where applicable, EU Data Protection Law.

“EEA” means, for the purposes of this DPA, the European Economic Area, United Kingdom, and Switzerland.

“Main Agreement” means Convertful’s Terms of Service, available on, and governing the provision of the Services to Customer, as such terms may be updated by Convertful from time to time.

“Privacy Shield” means the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield Framework self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to Decision C(2016)4176 of 12 July 2016 and by the Swiss Federal Council on January 11, 2017, respectively.

“Privacy Shield Principles” means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of 12 July 2016 (as may be amended, superseded or replaced).

“Processing” has the meaning given to it in the GDPR and “process”, “processes” and “processed” shall be interpreted accordingly.

“Services” means any product or service provided by Convertful to Customer in accordance with the Main Agreement.

“Widgets” means web page visual blocks and web pages that the Customer can place either to its site or at a separate URL address via the Services, so that visitors could interact with these blocks in different ways, including submission of their Personal Data.

“Web Application” means the computer program available via a web browser at which Convertful provides to the Customer as a part of the Services.  

“Sub-processor” means any Data Processor engaged by Convertful to assist in fulfilling its obligations for providing the Services under the Main Agreement or this DPA.

“Sensitive Data” means any Personal Data of special categories, defined by GDPR Art. 9 (1), including racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data used for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.

“Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.

All other capitalized terms not defined in this DPA shall have the meanings outlined in the Main Agreement.

2. Scope

2.1. Specified Applicability. This DPA can be applied only where and to the extent that Convertful processes the Customer Data that subject to EU Data Protection Law.

2.2. Relation to the Main Agreement. This DPA is an addition to the Main Agreement, which remains and in full force and effect. If there is any conflict between this DPA and the Main Agreement, this DPA shall prevail to the extent of that conflict. Any claims brought under or in connection with this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations outlined in the Main Agreement.

2.3. Relation to other DPAs. This DPA supersedes any existing DPA that the parties may have previously entered into in connection with the Services.

2.4. Jurisdiction. This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Main Agreement unless required otherwise by applicable Data Protection Laws.

3. Data Processing

3.1. Roles of the Parties. The Customer subscribed to the Convertful’s Services under the Main Agreement, which implies that Convertful (a Data Processor) processes Customer Data on behalf of the Customer (a Data Controller).

3.2. Processing Legitimacy. The Customer is responsible to ensure the necessary legal basis for collecting, processing and transfer of Customer Data, including the necessity for obtaining the data subject’s consent to the processing the Personal Data in question in accordance with articles 7 and 8 of the GDPR.

3.3. Processing Instructions. The Customer as a Data Controller defines the data subject, data types, the purposes and the means of processing of the Customer Data under the Main Agreement. The Customer provides Convertful with these processing instructions via the Web Application, and the summary of these instructions at the time of entry in this DPA is described in Annex A to this DPA.

3.4. Convertful Processing. Convertful as a Data Processor processes the Customer Data on behalf of the Customer and only under the Customer’s lawful processing instructions that are required for providing the Services under the Main Agreement.

3.5. Sensitive Data. The Customer cannot use the Services for collecting and/or processing any Sensitive Data. The collection and/or processing of Sensitive Data is construed as a breach both of this DPA, and the Customer undertakes to indemnify and hold Convertful harmless for any and all damages and losses incurred by Convertful due to the Customer’s breach of the DPA.

3.6. Manual Data Erasure. Upon the Customer’s request via the Web Application, Convertful shall delete selected Customer Data in 30 calendar days (“Customer Data Erasure”). During this Removal Period, the data would be archived on backup systems, on which Convertful shall securely isolate and protect the Customer Data from any further processing, except to the extent required by applicable law.

3.7. Automatic Data Erasure. Convertful shall start the Customer Data Erasure of Personal Data and records of processing activities when it is no longer reasonably necessary to perform Convertful’s obligations under the Main Agreement, or when the duration of processing exceeds the amount of time defined by the Customer via the Web Application and described in Annex A to this DPA.

3.8. Tracking Technologies. The Customer acknowledges that depending on the provided Services, Convertful employs the use of cookies, browser storage, unique identifiers, web beacons and similar tracking technologies (“Tracking Technologies”). The Customer shall maintain appropriate notice and consent as are required by Data Protection Laws to deploy Tracking Technologies lawfully on, and collect data from, the devices of data subjects in accordance with and as described in the Convertful Cookie Statement.

3.9. Convertful Data. Notwithstanding anything to the contrary in the Main Agreement (including this DPA), the Customer acknowledges that Convertful shall have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development, sales and marketing. To the extent any such data is considered Personal Data under Data Protection Laws, Convertful is the Data Controller of such data and accordingly shall process such data in accordance with the Convertful Privacy Policy and Data Protection Laws.

4. Sub-processing

4.1. Authorized Sub-processors. The Customer agrees that Convertful may engage Sub-processors to process Customer Data on the Customer’s behalf. The Customer authorizes Convertful to use the sub-processors, listed in Annex A.

4.2. Sub-processors Obligations. Convertful ensures that any engaged sub-processor shall protect the Customer Data to the standard required by Data Protection Laws. Convertful remains responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Convertful to breach any of its obligations under this DPA.

4.3. Changes to Sub-processors. Convertful shall send the Customer a reasonable advance email notification if Convertful adds or removes a sub-processor. If the Customer has a reasonable basis to object to Convertful’s use of a new sub-processor and therefore wishes to terminate the Main Agreement and this DPA, the Customer shall notify Convertful within at least 10 calendar days of receipt of the Convertful’s notice, providing the reasonable grounds for the objection.

5. Security

5.1. Security Measures. Convertful shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in accordance with Convertful’s security standards described in Annex B (“Security Measures”).

5.2. Confidentiality of Processing. Convertful shall ensure that any person who is authorized by Convertful to process Personal Data (including its staff, agents, and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

5.3. Security Incident Response. Upon becoming aware of a Security Incident, Convertful shall notify the Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by the Customer.

5.4. Updates to Security Measures. The Customer is responsible for reviewing the information made available by Convertful relating to data security and making an independent determination as to whether the Services meet the Customer’s requirements and legal obligations under Data Protection Laws. The Customer acknowledges that the Security Measures are subject to technical progress and development and that Convertful may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

5.5. Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials and protecting the security of Customer Data when in transit to and from the Services.

5.6. Security Reports and Audits. Convertful shall maintain records of its security standards. Upon the Customer’s request via the Web Application, Convertful shall provide (on a confidential basis) copies of relevant documentation reasonably required by the Customer to verify Convertful’s compliance with this DPA. Convertful shall further provide written responses (on a confidential basis) to all reasonable requests for information made by the Customer, including responses to information security and audit questionnaires, that the Customer (acting reasonably) considers necessary to confirm Convertful’s compliance with this DPA, provided that the Customer shall not exercise this right more than once per year.

6. International Transfers

6.1. Data Center Locations. Convertful may transfer and process Customer Data anywhere in the world where Convertful or its Sub-processors maintain data processing operations. Convertful shall at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.

6.2. Privacy Shield. To the extent that Convertful stores and/or processes any Customer Data in the United States of America, the Parties acknowledge that Convertful shall be deemed to provide adequate protection (within the meaning of EU Data Protection Law) for any such Customer Data by virtue of engaging a sub-processor who self-certified its compliance with Privacy Shield, and protects such Personal Data in accordance with the requirements of the Privacy Shield Principles.

6.3. Alternative Transfer Mechanism. The Parties agree that the data export solution identified in Section 6.2 shall not apply if and to the extent that Convertful adopts an alternative data export solution for the lawful transfer of Personal Data (as recognized under EU Data Protection Laws) outside of the EEA (“Alternative Transfer Mechanism”), in which event, the Alternative Transfer Mechanism shall apply instead (but only to the extent such Alternative Transfer Mechanism extends to the territories to which Personal Data is transferred).

7. Cooperation

7.1. Web Application Usage. Convertful provides the Customer with the Web Application, which the Customer may use to retrieve, correct, delete or restrict Customer Data, and which the Customer may use to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects or applicable data protection authorities.

7.2. Manual Cooperation. To the extent that the Customer is unable to independently access the relevant Customer Data within the Services, Convertful shall (at the Customer’s expense) provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Main Agreement.

7.3. Interaction with Authorities. When data protection authorities would make direct requests to Convertful regarding the Customer Data, Convertful shall not respond to such communication directly without the Customer’s prior authorization, unless legally compelled to do so. If Convertful is required to respond to such a request, Convertful shall promptly notify the Customer and provide it with a copy of the request unless legally prohibited from doing so. If a law enforcement agency sends Convertful a demand for Customer Data (for example, through a subpoena or court order), Convertful shall attempt to redirect the law enforcement agency to request that data directly from the Customer. As part of this effort, Convertful may provide the Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then Convertful shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Convertful is legally prohibited from doing so.

7.4. Data Processing Logs. To the extent Convertful is required under EU Data Protection Law, Convertful shall (at Customer’s expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

8. Term and Termination

8.1. Effective Date. This DPA shall enter into force on the date of signing and shall remain in force for as long as Convertful processes personal data on behalf of the Customer.

8.2. Termination. Upon termination of the Main Agreement, this DPA will be terminated accordingly, and Convertful shall start the Customer Data Erasure. During the first 20 calendar days of the Customer Data Erasure, the Customer can return self the Customer Data by requesting this from Convertful during, if such a request doesn’t violate Data Protection Laws.

Date: [Month XX, XXXX]

On behalf of the Customer:


[Insert Full Person Name]

On behalf of Convertful:


Colin Klinkert

Annex A: Data Processing Instructions

[Available in your site settings in the Convertful application].

Annex B: Security Measures

The Security Measures applicable to the Services are described here (as updated from time to time in accordance with Section 5.4 of this DPA).