Data Processing Agreement

This Data Processing Agreement (“Agreement”) is entered into between ApexCertify (“Processor”) and [Client Name] (“Controller”) (collectively referred to as the “Parties”) as of the effective date.

This Agreement governs the processing of personal data by ApexCertify on behalf of the Client in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and other applicable data protection regulations.

1. Definitions

Controller: The entity that determines the purposes and means of processing personal data.

Processor: The entity that processes personal data on behalf of the Controller.

Personal Data: Any information relating to an identified or identifiable natural person, as defined under the applicable data protection laws.

Data Subject: The individual to whom personal data relates.

Processing: Any operation or set of operations performed on personal data, whether or not by automated means, including collection, recording, organization, structuring, storage, alteration, retrieval, consultation, use, disclosure, dissemination, alignment, or combination, restriction, erasure, or destruction.

Subprocessor: Any third party engaged by the Processor to assist in the processing of personal data on behalf of the Controller.

2. Data Processing

The Processor agrees to process personal data on behalf of the Controller for the purposes specified in the underlying contract between the Parties and in compliance with applicable data protection laws. The Processor will only process personal data in accordance with the Controller’s documented instructions unless otherwise required by law.

3. Types of Personal Data and Data Subjects

• Types of Personal Data: [Specify the types of personal data processed, such as names, contact details, payment information, etc.]
• Categories of Data Subjects: [Specify the categories of data subjects, such as customers, employees, etc.]

4. Purpose of Data Processing

The Processor will process personal data for the following purposes:

• [Specify the purposes for which personal data will be processed, e.g., providing services, customer support, etc.]

5. Subprocessing

The Processor may engage third-party subprocessors to assist with the processing of personal data. The Processor will notify the Controller of any intended changes to the list of subprocessors. The Controller may object to the use of any new subprocessor within a reasonable period of time. The Processor ensures that any subprocessor engaged will comply with the same data protection obligations as those set forth in this Agreement.

6. Data Security

The Processor will implement appropriate technical and organizational measures to ensure the security of personal data and protect it against unauthorized access, loss, destruction, or alteration. The Processor will notify the Controller without undue delay of any personal data breach, as required by applicable laws.

7. Data Subject Rights

The Processor will assist the Controller, where possible, in fulfilling its obligations to respond to requests from data subjects to exercise their rights under applicable data protection laws, including the right to access, correct, delete, or restrict processing of personal data.

8. Data Retention and Deletion

The Processor will retain personal data only for as long as necessary to fulfill the purposes of processing. Upon termination of the Agreement or upon request by the Controller, the Processor will securely delete or return all personal data, except where retention is required by law.

9. Audit Rights

The Controller has the right to conduct audits or inspections of the Processor’s operations to ensure compliance with this Agreement and applicable data protection laws. The Processor will provide reasonable cooperation and access to relevant records.

10. International Transfers

If personal data is transferred outside the European Economic Area (EEA), the Processor will ensure that such transfers are made in compliance with applicable data protection laws, including the use of standard contractual clauses or other mechanisms as required.

11. Liability

The Processor will be liable for any damages caused by its failure to comply with this Agreement and applicable data protection laws. The Processor’s liability will be limited to the extent permitted by applicable laws and the underlying contract between the Parties.

12. Term and Termination

This Agreement will remain in effect for as long as the Processor processes personal data on behalf of the Controller. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to remedy the breach within a reasonable time.

13. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of [Insert Jurisdiction], and any disputes will be subject to the exclusive jurisdiction of the courts in [Insert Location].

14. Contact Information

For any questions or concerns regarding this Agreement or the processing of personal data, the Parties may contact each other using the following contact details:

• Processor: [Processor’s contact information]
• Controller: [Controller’s contact information]