Iconx Solutions Ltd T/A Wizuda, Wizuda Hosted Compliant File Share Data Processing Agreement

The Customer agreeing to these terms (‚ÄúCustomer‚ÄĚ, ‚ÄúYou‚ÄĚ) and iCONX Solutions Ltd T/A Wizuda, hereafter Wizuda (as applicable, ‚ÄúWizuda‚ÄĚ, ‚ÄúWe‚ÄĚ, ‚ÄúUs‚ÄĚ) have entered into an agreement for the provision of Services provided by Wizuda (each, as amended from time to time, an ‚ÄúAgreement‚ÄĚ).

This Data Processing Agreement will, as from the Amendment Effective Date (as defined below), be effective and replace any previously applicable data processing agreement or any terms previously applicable to privacy, data processing and/or data security.

1. Introduction

This Data Processing Agreement reflects the parties’ agreement with respect to the terms governing the processing and security of Customer Data under the applicable Agreement.

2. Definitions

2.1 ‚ÄúAffiliate‚ÄĚ means any entity controlling, controlled by, or under common control with a party, where ‚Äúcontrol‚ÄĚ is defined as: (a) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to exercise a controlling influence over the management or policies of the entity.

2.2 ‚ÄúAuthorised User‚ÄĚ means any individual the Customer permits to use the Services;

2.3 ‚ÄúAmendment Effective Date‚ÄĚ means, as applicable: (a) 25th May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data Processing Agreement in respect of the applicable Agreement prior to or on such date; or (b) the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Agreement in respect of the applicable Agreement, if such date is after 25 May 2018.

2.4 ‚ÄúWizuda Agreement‚ÄĚ means any order form or online order specifying that We will provide the Services combined with the acceptance of the Wizuda Hosted CFS Terms of Service under which We agree to provide the Services to Customer.

2.5 ‚ÄúCustomer Data‚ÄĚ means data submitted, stored, sent or received via the Services by Customer, its Affiliates or Authorised Users.

2.6 ‚ÄúCustomer Personal Data‚ÄĚ means personal data contained within the Customer Data.

2.7 ‚ÄúData Incident‚ÄĚ means a breach of Our security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data held, stored, managed by or otherwise controlled by Us. ‚ÄúData Incidents‚ÄĚ will not include¬†July 2018 unsuccessful attempts or activities that do not result in accidental or unlawful destruction, loss, alteration or disclosure of Customer Data, including, where applicable, unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

2.8 ‚ÄúEEA‚ÄĚ means the European Economic Area.

2.9 ‚ÄúEuropean Data Protection Legislation‚ÄĚ means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

2.10 ‚ÄúGDPR‚ÄĚ means Regulation (EU) 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, and repealing Directive 95/46/EC.

2.11 ‚ÄúNon-European Data Protection Legislation‚ÄĚ means data protection or privacy legislation other than the European Data Protection Legislation.

2.12 ‚ÄúNotification Email Address‚ÄĚ means the email address(es) designated by Customer in the Admin Console for Customer Administrators or Customer‚Äôs Data Protection Officer, if one has been appointed, to receive certain notifications from Us.

2.13 ‚ÄúSecurity Documentation‚ÄĚ means all documents and information made available by Us under Section 8.5.1 (Reviews of Security Documentation).

2.14 ‚ÄúSecurity Measures‚ÄĚ has the meaning given in Section 8.1.1 (Wizuda‚Äôs Security Measures).

2.15 ‚ÄúServices‚ÄĚ means the Wizuda CFS Hosted service.

2.16 ‚ÄúSubprocessors‚ÄĚ means third parties authorised under this Data Processing Agreement to provide parts of the Services and related technical support.

2.17 ‚ÄúTerm‚ÄĚ means the period from the Amendment Effective Date until the end of Wizuda‚Äôs provision of the Services under the applicable Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Wizuda may continue providing the Services for transitional purposes.

2.18 ‚ÄúThird Party Products‚ÄĚ means products, services and applications that are not part of the Services but that may be accessible, via the Services or otherwise, for use with the Services.

2.19 The terms ‚Äúpersonal data‚ÄĚ, ‚Äúdata subject‚ÄĚ, ‚Äúprocessing‚ÄĚ, ‚Äúcontroller‚ÄĚ, ‚Äúprocessor‚ÄĚ and ‚Äúsupervisory authority‚ÄĚ as used in this Data Processing Agreement have the meanings given in the GDPR.

3. Duration of Data Processing Agreement.

3.1 This Data Processing Agreement will take effect on the Amendment Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by Wizuda as described in this Data Processing Agreement.

4. Scope of Data Protection Legislation.

4.1 Application of European Legislation. The parties acknowledge and agree that the European Data Protection Legislation will apply to the processing of Customer Personal Data if, for example:

(a) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA; and/or

(b) the Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services in the EEA or the monitoring of their behaviour in the EEA.

4.2 Application of Non-European Legislation. The parties acknowledge and agree that Non-European Data Protection Legislation may also apply to the processing of Customer Personal Data.

4.3 Application of Data Processing Agreement. Except to the extent this Data Processing Agreement states otherwise, the terms of this Data Processing Agreement will apply irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies to the processing of Customer Personal Data.

5. Processing of Data.

5.1 Roles and Regulatory Compliance; Authorisation.

5.1.1 Processor and Controller Responsibilities. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that: (a) the subject matter and details of the processing are described in Appendix 1; (b) Wizuda is a processor of that Customer Personal Data under the European Data Protection Legislation; (c) Customer is a controller or processor, as applicable, of that Customer Personal Data under the European Data Protection Legislation; and (d) each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data.

5.1.2 Authorisation by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to Wizuda that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of Wizuda as another processor, have been authorised by the relevant controller.

5.1.3 Responsibilities under Non-European Legislation. If Non-European Data Protection Legislation applies to either party’s processing of Customer Personal Data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Personal Data.

5.2 Scope of Processing.

5.2.1 Customer’s Instructions. By entering into this Data Processing Agreement, Customer instructs Wizuda to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services and related technical support; (b) as further specified via Customer’s use of the Services (including the administration and management settings and other functionality of the Services) and related technical support; (c) as documented in the form of the applicable Agreement, including this Data Processing Agreement; and (d) as further documented in any other written instructions given by Customer and acknowledged by Us as constituting instructions for purposes of this Data Processing Agreement.

5.2.2 Wizuda’s Compliance with Instructions. As from the Amendment Effective Date we will comply with the instructions described in Section 5.2.1 (Customer’s Instructions) (including with regard to data transfers) unless EU or EU Member State law to which We are subject requires other processing of Customer Personal Data by Us, in which case We will inform Customer (unless that law prohibits Us from doing so on important grounds of public interest) via the Notification Email Address.

5.3 Third Party Products integration. If We, at our option, make any integration with Third Party Products available to Customer via the Services and if Customer opts to enable integration with those Third-Party Products, the Services may allow those Third-Party Products to access Customer Personal Data as required for the interoperation of the Third-Party Products with the Services. For clarity, this Data Processing Agreement does not apply to the processing of personal data in connection with the provision of any Third-Party Products installed or used by Customer, including personal data transmitted to or from such Third-Party Products. Customer may use the functionality of the Services to enable or disable integration with the Third-Party Products and is not required to use Third Party Products in order to use the Services.

6. Data Deletion.

6.1 Deletion During Term. Wizuda will enable Customer and/or Authorised Users to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer or an Authorised User uses the Services to delete any Customer Data during the applicable Term and the Customer Data cannot be recovered by Customer or an Authorised User, this use will constitute an instruction to Us to delete the relevant Customer Data from our systems in accordance with applicable law.

6.2 Deletion on Term Expiry. Subject to Section 6.3 (Deferred Deletion Instruction), on expiry of the applicable Term Customer instructs Wizuda to delete all Customer Data (including existing copies) from Our systems in accordance with applicable law. We will comply with this instruction as soon as reasonably practicable no later than 30 days after the Term Expiry. Without prejudice to Section 9 (Data Subject Rights; Data Export and Return), Customer acknowledges and agrees that Customer will be responsible for exporting, before the applicable Term expires, any Customer Data it wishes to retain afterwards.

7. Data Retention.

7.1 The Wizuda CFS software includes configurable data retention settings that the Customer Admin typically manages. In addition to this, data retention periods can also be set at a per message level by the user within the overarching retention periods set by the Customer Admin. It is the responsibility of the Customer to ensure data is retained in accordance with their company’s data retention policies.

8. Data Security.

8.1 Wizuda’s Security Measures, Controls and Assistance.

8.1.1 Wizuda’s Security Measures. We will implement and maintain technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. The Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of Wizuda’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. We 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.

8.1.2 Security Compliance by Wizuda Staff. We will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorised to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.1.3 Wizuda’s Security Assistance. Customer agrees that We will (taking into account the nature of the processing of Customer Personal Data and the information available to Us) assist Customer in ensuring compliance with any of Customer’s obligations in respect of security of personal data and personal data breaches, including if applicable Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:

(a) implementing and maintaining the Security Measures in accordance with Section 8.1.1 (Wizuda’s Security Measures);
(c) complying with the terms of Section 8.2 (Data Incidents); and
(d) providing Customer with the Security Documentation in accordance with Section 8.5.1

(Reviews of Security Documentation) and the information contained in the applicable Agreement including this Data Processing Agreement.

8.2 Data Incidents

8.2.1 Incident Notification. If Wizuda becomes aware of a Data Incident, We will: (a) notify Customer of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimise harm and secure Customer Data.

8.2.2 Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned, and also any steps taken to mitigate the potential risks and steps We recommend Customer take to address the Data Incident.

8.2.3 Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at Our discretion, by direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for ensuring that the Notification Email Address is current and valid.

8.2.4 No Assessment of Customer Data by Wizuda. We will not assess the contents of Customer Data in order to identify information unless required to do so under European Data Protection Legislation. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Data Incident(s).

8.2.5 No Acknowledgment of Fault by Wizuda. Our notification of or response to a Data Incident under this Section 8.2 (Data Incidents) will not be construed as an acknowledgement by Us of any fault or liability with respect to the Data Incident.

8.3 Customer’s Security Responsibilities and Assessment.

8.3.1 Customer’s Security Responsibilities. Customer agrees that, without prejudice to Wizuda’s obligations under Section 8.1 (Wizuda’s Security Measures, Controls and Assistance) and Section 8.2 (Data Incidents):

(a) Customer is solely responsible for its use of the Services, including:

(i) making appropriate use of the Services and both reviewing and applying their own additional security controls to ensure a level of security appropriate to the risk in respect of the Customer Data;

(ii) securing the account authentication credentials, systems and devices Customer uses to access the Services; and

(iii) backing up its Customer Data; and

(b) Wizuda has no obligation to protect Customer Data that Customer elects to store or transfer outside of Our and our Subprocessors’ systems (for example, offline or on-premise storage or via Third Party Products).

8.3.2 Customer’s Security Assessment.

(a) Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures, and Wizuda’s commitments under this Section 8 (Data Security) will meet Customer’s needs, including with respect to any security obligations of Customer under the European Data Protection Legislation and/or Non-European Data Protection Legislation, as applicable.

(b) Customer acknowledges and agrees that (taking into account the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by Us as set out in Section 8.1.1 (Wizuda’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Data.

8.4 Security Certifications and Reports. Wizuda will do the following to evaluate and help ensure the continued effectiveness of the Security Measures:

8.4.1 Maintain our ISO 27001 and ISO 22301 Certifications.

8.4.2 Ensure that our Hosting Subprocessor maintains their ISO/IEC 27001 and ISO/IEC 27018

8.5 Reviews and Audits of Compliance.

8.5.1 Reviews of Security Documentation. In addition to the information contained in the applicable Agreement including this Data Processing Agreement, Wizuda will make available for review by Customer the following documents and information to demonstrate compliance by Wizuda with its obligations under this Data Processing Agreement:

8.5.1.1 The certificates issued in relation to ISO 27001 and ISO 22301.

8.5.1.2 The documentation maintained by our Hosting Subprocessor in relation to ISO/IEC 27001 and ISO/IEC 27018.

8.5.2 Customer’s Audit Rights.

(a) If the European Data Protection Legislation applies to the processing of Customer Personal Data, Wizuda will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify Wizuda’s compliance with its obligations under this Data Processing Agreement in accordance with Section 8.5.3 (Additional Business Terms for Reviews and Audits). Wizuda will contribute to such audits as described in Section 8.4 (Security Certifications and Reports) and this Section 8.5 (Reviews and Audits of Compliance).

(b) Customer may also conduct an audit to verify Wizuda’s compliance with its obligations under this Data Processing Agreement by reviewing the Security Documentation (which reflects the outcome of audits conducted by Wizuda’s Third Party Auditor and our Hosting Subprocessor’s Third Party Auditor).

8.5.3 Additional Business Terms for Reviews and Audits.

(a) Customer must send any requests for audits under Section 8.5.2(a) or 8.5.2

(b) to Wizuda’s Data Protection Team as described in Section 12 (Wizuda Data Protection Team; Processing Records). (b) Following receipt by Wizuda of a request under Section 8.5.3(a), Wizuda and Customer will discuss and agree in advance on: (i) the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 8.5.2(a) or 8.5.2(b).

(c) Wizuda may charge a fee (based on Our reasonable costs) for any audit under Section 8.5.2(a) or 8.5.2(b). We will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such review or audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.

(d) We may object in writing to an auditor appointed by Customer to conduct any audit under Section 8.5.2(a) or 8.5.2(b) if the auditor is, in Our reasonable opinion, not suitably qualified or independent, a competitor of Wizuda, or otherwise manifestly unsuitable. Any such objection by Us will require Customer to appoint another auditor or conduct the audit itself.

9. Data Subject Rights; Data Export.

9.1 Data Export; Customer is solely responsible for ensuring all Data required has been exported before the automatic data deletion takes place as per clause 6.2.

9.2 Data Subject Access Requests.
Customer’s Responsibility for Requests. During the applicable Term, if Wizuda receives any request from a data subject in relation to Customer Personal Data, We will advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

10. Data Transfers.

10.1 Data Storage and Processing Facilities.
Wizuda stores and processes Customer Data in Data centres solely within the EEA.

10.2 Data centre Information. As per 10.1 Wizuda stores and processes data in the European Data centres of our Hosting Subprocessor. Information about the locations is available at: https://azure.microsoft.com/en-us/global-infrastructure/regions/ (as may be updated by Microsoft from time to time).

11. Subprocessors.

11.1 Consent to Subprocessor Engagement.

Customer specifically authorises the engagement of;

  • Microsoft as a Subprocessor (‚ÄúHosting Subprocessor‚ÄĚ) for the provision of hosting and platform services as per 10.1. Data is Hosted in the Microsoft European North Data Centre which is physically located in Dublin, Ireland.
  • Vmotion as a Subprocessor (‚ÄúHosting Subprocessor‚ÄĚ) for the provision of hosting and platform services for the Wizuda owned instance of Jira software used to provide support and other related services, located in Limerick, Ireland.
  • SendinBlue as a Subprocessor (‚ÄúHosting Subprocessor‚ÄĚ) for the provision of hosting and ‚Äúemail message relay‚ÄĚ services, located in France, Europe.
  • Chargebee as a Subprocessor (‚ÄúHosting Subprocessor‚ÄĚ) for the provision of hosting and ‚Äúautomated billing services‚ÄĚ. Hosted on AWS Amazon in the US. Chargebee use Stripe and GoCardless as their subprocessors.
    • Invoice Payments – For customers who wish to pay by invoice for the Wizuda CFS product and services, the customer enters the following information into the Wizuda CFS product which directly links to Chargebee:
        • Customer‚Äôs primary billing contact first name and surname
        • Customer‚Äôs primary billing contact email address and/or;
        • Customer‚Äôs billing dept email address
        • Customer‚Äôs business address
        • Customer‚Äôs business phone number (optional)
        • Customer‚Äôs VAT number where applicable

      The above information is available for Wizuda to view via Chargebee for billing purposes.

    • Credit Card Payments – For customers who wish to pay by credit card, the customer is prompted to enter their payment details via the Wizuda CFS platform which links directly to Stripe. Wizuda does not have access or visibility to these details apart from the following which are made available via Chargebee reports:
      • Customer‚Äôs primary billing contact first name and surname
      • Customer‚Äôs primary billing contact email address and/or;
      • Customer‚Äôs billing dept email address
      • Customer‚Äôs business address
      • Customer‚Äôs business phone number (optional)
      • Customer‚Äôs VAT number where applicable
      • Last four digits of the credit card number
      • Credit card expiry date
      • Name on credit card
      • Country credit card was issued in
    • Direct Debit Payments – For customers who wish to pay by direct debit, the customer is prompted to enter their payment details via the Wizuda CFS platform which links directly to GoCardless. Wizuda does not have access or visibility to these details apart from the following which are made available via Chargebee reports:
      • Customer‚Äôs primary billing contact first name and surname
      • Customer‚Äôs primary billing contact email address and/or;
      • Customer‚Äôs billing dept email address
      • Customer‚Äôs business address
      • Customer‚Äôs business phone number (optional)
      • Customer‚Äôs VAT number where applicable
      • Bank Name
      • Direct debit mandate ID
      • Last two digits of the account number
      • Account holder name as filled in by the customer
    • CFO Services as a Subprocessor for the provision of ‚Äúoutsourced financial services‚ÄĚ including credit control. Located in Dublin, Ireland.

11.2 Opportunity to Object to Subprocessor Changes.

(a) When we intend to appoint any new Third Party Subprocessor during the applicable Term, we will inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) either by sending an email to the Notification Email Address or via the ‚ÄúBilling and Data Protection‚ÄĚ Admin section of the Services.

(b) Customer may object to any new Third Party Subprocessor by terminating the applicable Agreement immediately upon written notice to Us, on condition that Customer provides such notice within 90 days of being informed of the engagement of the subprocessor. This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.

12 Wizuda Data Protection Team; Processing Records.

12.1 Wizuda Data Protection Team.

Wizuda Data Protection Team can be contacted by Customer’s Administrators or Customer’s Data Protection Officer by raising a case by email to dpo@wizuda.com.

12.2 Wizuda’s Processing Records.

Customer acknowledges that Wizuda is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Wizuda is acting and, where applicable, of such processor’s or controller’s local representative (Customer Administrators) and data protection officer; and (b) make such information available to the supervisory authorities where required under applicable European Data Protection Legislation.

13. Effect of Agreement.

To the extent of any conflict or inconsistency between the terms of this Data Processing Agreement and the remainder of the applicable Agreement, the terms of this Data Processing Agreement will govern. Subject to the terms in this Data Processing Agreement, such Agreement remains in full force and effect.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Wizuda’s provision of the Services and related technical support to Customer.

Duration of the Processing

The applicable Term plus the period from expiry of such Term until deletion of all Customer Data by Wizuda in accordance with the Data Processing Agreement.

Nature and Purpose of the Processing

Wizuda will process Customer Personal Data submitted, stored, sent or received by Customer, its Affiliates or Authorised Users via the Services for the purposes of providing the Services and related technical support to Customer in accordance with the Data Processing Agreement.

Categories of Data

Iconx Solutions Ltd. T/A Wizuda, 20 The Courtyard, Kilcarbery Business Park, New Nangor Road, Clondalkin, Dublin 22, D22 c560, Ireland. By accessing and/or using the services, customer is agreeing, on behalf of an individual and/or a legal entity, to be bound by the terms of this agreement. By accepting this agreement, you are confirming that you are authorised to enter into this agreement on behalf of the company, or other legal entity, whose details are on the order confirmation, being hereinafter referred to as the ’customer’.

The customer agrees to be bound by the terms and conditions of this agreement and agrees that it is enforceable as if it were a written negotiated agreement signed by the customer.

If the customer does not agree to the terms of this agreement or if you are not authorised to enter into legally binding contracts on behalf of the customer, do not click ‚Äėi accept‚Äô, and notify iconx solutions ltd. T/a wizuda at the address set out a

For internal and external user account registration, the Wizuda CFS system stores the following customer and authorised user data: user IDs, first names, surnames, email addresses, phone numbers, company names, company addresses, and IP addresses. The Wizuda business and its employees only have access to the main customer Admin user who may be contacted with regards to the product and associated services, e.g. product upgrades, contract changes etc.

It is the Customer’s responsibility to ensure that any personal data submitted, stored, sent or received by Customer, its Affiliates or Authorised Users via the Services is done so in accordance with all relevant data protection laws and acts. Wizuda have no access to the data unless clearly authorised by the customer for provision of support services. Full audit logs are available to the customer in the case of any such access.