Data Processing Agreement

This DPA supplements your agreement with Replicate Labs, whether that is our standard Terms and Conditions or a separately negotiated SaaS Agreement. The subprocessor list below is maintained as the single source of truth for all customers. Other terms may vary where a SaaS Agreement is in place.

ATTACHMENT 1: DATA PROCESSING ADDENDUM
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1. General
This Data Processing Addendum (DPA) supplements the terms of the SaaS Agreement that this DPA is attached to (Agreement) and applies to our provision of Services to you under the Agreement (as the Parties are defined in the Agreement). This DPA applies from the date you agree to our Agreement, and will continue in accordance with the terms of this DPA.

2. Definitions
2.1 Capitalised terms in this DPA have the meaning given in the Agreement, the Annexures, and as set out below:
‍EU GDPR means Regulation 2016/679 of the European Parliament and of 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).
‍Transferred Data means any Personal Data Processed by us or our Personnel on behalf of you in connection with the Agreement. 
‍Restricted Transfer means a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
‍UK GDPR means the EU GDPR as incorporated into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018.
‍UK Addendum means the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers approved by the Information Commissioner’s Office under section 119A of the Data Protection Act 2018 on 21 March 2022 (version B.1.0), and as updated from time to time.

2.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Sub-Processor” shall have the same meaning as in the UK GDPR.

3. Role of the Parties
The Parties acknowledge and agree that in connection with the Agreement, where you provide us with Transferred Data, we are the Processor and you are the Controller.
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4. Processing of the Personal Data
4.1 Each Party agrees to comply with Data Protection Legislation in the Processing of Transferred Data.
4.2 You instruct us to process Transferred Data in accordance with this DPA (including in accordance with Annex 1). 
4.3 We agree to not process Transferred Data other than on your documented instructions.

5. Our Personnel
We agree to take reasonable steps to ensure the reliability of any of our Personnel who may have access to the Transferred Data, ensuring in each case that:
(a) access is strictly limited to those individuals who need to know / access the relevant Transferred Data, as strictly necessary for the purposes of the Agreement; and
(b) the relevant Personnel are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

6. Security
6.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we agree to implement appropriate technical and organisational measures in relation to the Transferred Data to ensure a level of security appropriate to that risk in accordance with Data Protection Legislation.
6.2 In assessing the appropriate level of security, we agree to take into account the risks that are presented by Processing, in particular from a Personal Data Breach.

7. Sub-Processing
7.1 You authorise our engagement of the Sub-Processors already engaged by us at the date of this DPA, which are set out at Annex 2.
7.2 Where we wish to engage a new Sub-Processor, we agree to provide written notice to you of the details of the engagement of the Sub-Processor at least 14 days’ prior to engaging the new Sub-Processor (including details of the processing it will perform). You may object in writing to our appointment of a new Sub-Processor within 7 days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving resolution. If the Parties are not able to achieve resolution, we may, at our election:
(a) not appoint the proposed Sub-Processor;
(b) not disclose any Transferred Data we process on your behalf to the proposed Sub-Processor; or
(c) inform you that we may terminate the Agreement (including this DPA) for convenience, in which case, clause 14.2 will apply.
7.3 You agree that the remedies described above in clauses 7.2(a)-(c) are the only remedies available to you if you object to our engagement of any proposed Sub-Processor by us.
7.4 Where we engage a Sub-Processor to process Transferred Data, we agree to enter into a written agreement with the Sub-Processor containing data protection obligations no less protective that those in this DPA with respect to the Transferred Data, and to remain responsible to you for the performance of such Sub-Processor’s data protection obligations under such terms. 
7.5 Where the the transfer of Transferred Data from us to a Sub-Processor is a Restricted Transfer, it will be subject to the UK Addendum (and documents or legislation referred to within it), which shall be deemed to be incorporated into this DPA, and the UK Addendum is considered an appropriate safeguard.
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8. Data Subject Rights
8.1 Taking into account the nature of the Processing, we agree to assist you by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, as reasonably understood by you, to respond to requests to exercise Data Subject rights under the Data Protection Legislation.
8.2 We agree to:
(a) promptly notify you if we receive a request from a Data Subject under any Data Protection Legislation in respect of Transferred Data; and 
(b) ensure that we do not respond to that request except on your documented instructions or as required by Data Protection Legislation to which we are subject, in which case we shall, to the extent permitted by Data Protection Legislation, inform you of that legal requirement before we (or our Sub-Processor) respond to the request. 

10. Data Protection Impact Assessment and Prior Consultation
We agree to provide reasonable assistance to you with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law (to the extent you do not otherwise have access to the relevant information and such information is in our control). 

11. Deletion or return of Personal Data
Subject to this clause 11, and subject to any document retention requirements at law, we agree to promptly and in any event within 30 business days of the date of cessation of any Services involving the Processing of Transferred Data (Cessation Date), delete and procure the deletion of all copies of those Transferred Data. 

12. Audit Rights
12.1 Subject to this clause 12, where required by law, we shall make available to you on request all information reasonably necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by you or an auditor mandated by you in relation to the Processing of Transferred Personal Data by us. 
12.2 Where clause 12.1 applies, any audit (or inspection):
(a) must be conducted during our regular business hours, with reasonable advance notice (which shall not be less than 30 business days);
(b) will be subject to our reasonable confidentiality procedures; 
(c) must be limited in scope to matters specific to you and agreed in advance with us;
(d) must not require us to disclose to you any information that could cause us to breach any of our obligations under Data Protection Legislation; 
(e) to the extent we need to expend time to assist you with the audit (or inspection), this will be funded by you, in accordance with pre-agreed rates; and
(f) may only be requested by you a maximum of one time per year, except where required by a competent Supervisory Authority or where there has been a Personal Data Breach in relation to Transferred Personal Data, caused by us.
12.3 Your information and audit rights only arise under clause 12.1 to the extent that the Agreement does not otherwise give you information and audit rights that meet the relevant requirements of Data Protection Legislation.

13. Liability
Despite anything to the contrary in the Agreement or this DPA, to the maximum extent permitted by law, the Liability of each Party and its affiliates under this DPA is subject to the exclusions and limitations of Liability set out in the Agreement. 

14. Termination
14.1 Each Party agrees that a failure or inability to comply with the terms of this DPA and/or the Data Protection Legislation constitutes a material breach of the Agreement. In such event, you may, without penalty:
(a) require us to suspend the processing of Transferred Data until such compliance is restored; or
(b) terminate the Agreement effective immediately on written notice to us.
14.2 In the case of such suspension or termination by you, we shall provide a prompt pro-rata refund of all sums paid in advance under the Agreement which relate to the period of suspension or the period after the date of termination (as applicable).
14.3 Notwithstanding the expiry or termination of this DPA, this DPA will remain in effect until, and will terminate automatically upon, deletion by us of all Transferred Data covered by this DPA, in accordance with this DPA.
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12. Definitions and Interpretation

12.1 In this DPA, unless the context otherwise requires, all terms have the meanings given to them in the Appendices and Annexures, and:

‍Account has the meaning given to it in the Terms.

‍Customer Personal Data means any Personal Data Processed by us on behalf of you in connection with the Terms (and where we are also acting as a Controller, any Personal Data we process in connection with the Terms).

‍Data Protection Legislation means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Terms, including the Data Protection Act 2018.

‍DPA means this Data Processing Agreement and all Annexes attached to it.

‍Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this DPA or otherwise.

‍Personnel means in respect of a Party, any of its employees, consultants, and subcontractors.Platform has the meaning given to it in the Terms.

‍Restricted Transfer means a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

‍Terms means the terms and conditions for our Platform and Services, as agreed between the Parties.  

‍Services has the meaning given to it in the Terms.

‍Sub-Processor means any person appointed by or on behalf of us to process Customer Personal Data on behalf of you in connection with the Terms.

‍UK Addendum means the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers approved by the Information Commissioner’s Office under section 119A of the Data Protection Act 2018 on 21 March 2022 (version B.1.0), and as updated from time to time.

12.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Supervisory Authority” shall have the same meaning as in the Data Protection Act 2018, as applicable.

12.3 The word include shall be construed to mean include without limitation.

ANNEX 1

ANNEX 1A – LIST OF PARTIES
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ANNEX 1B: DESCRIPTION OF TRANSFER

ANNEX 2
LIST OF SUBPROCESSORS
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