Appointment and Data Processing Clause Samples
The "Appointment and Data Processing" clause establishes the terms under which one party is designated to process data on behalf of another. It typically outlines the scope of data processing activities, the responsibilities of each party regarding data protection, and compliance with relevant data privacy laws. For example, it may specify what types of personal data can be processed, the purposes for processing, and security measures to be implemented. The core function of this clause is to ensure that data processing is conducted lawfully and transparently, protecting the interests of both parties and safeguarding the rights of data subjects.
Appointment and Data Processing. 2.1 Subject to the terms of the Agreement, the Customer is the sole Data Controller of the Customer Data or has been instructed by and obtained the authorization of the relevant Data Controller(s) to enter into this DPA in the name and on behalf of such Data Controller(s). The Customer is responsible for obtaining all of the necessary authorizations and approvals to enter, use, provide, store, and Process Customer Data to enable Qencode to provide the Services.
2.2 The Customer, as the Data Controller, hereby appoints Qencode as the Data Processor in respect of all Processing operations required to be carried out by Qencode on Customer Data in order to provide the Services in accordance with the terms of the Agreement.
2.3 Qencode shall Process Customer Data only in accordance with the Customer’s documented lawful instructions as set forth in the Agreement, as necessary to comply with applicable law, or as otherwise agreed in writing. The parties agree that the Agreement sets out the Customer’s complete and final instructions to Qencode in relation to the Processing of Customer Data, and Processing outside the scope of these instructions (if any) shall require prior written agreement between the parties.
2.4 The Customer will not provide (or cause to be provided) any Sensitive Data to Qencode for Processing under the Agreement, and Qencode will have no liability whatsoever for Sensitive Data, whether in connection with a Data Breach or otherwise. For the avoidance of doubt, this DPA will not apply to Sensitive Data.
2.5 The Customer represents and warrants that (i) it has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, in respect of its Processing of Customer Data and any Processing instructions it issues to Qencode; and (ii) it has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under Data Protection Laws for Qencode to Process Customer Data for the purposes described in the Agreement. The Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Data and the means by which the Customer acquired Customer Data.
2.6 The Customer will ensure that Qencode's Processing of Customer Data in accordance with Customer’s instructions will not cause Qencode to violate any applicable law, regulation, or rule, including, without limitation, Data Protection Laws. Qencode shall immediately notify the Custom...
Appointment and Data Processing. 2.1 Subject to the terms of the Agreement, the Company is the sole Data Controller of the Company Personal Data or has been instructed by and obtained the authorization of the relevant Controller(s) to enter into this DPA in the name and on behalf of such Controller(s). The Company is responsible for obtaining all the necessary authorizations and approvals to enter, use, provide, store and process Company Personal Data to enable Docebo to provide the Services.
2.2 The Company, as the Data Controller, hereby appoints Docebo as the Data Processor in respect of all processing operations required to be carried out by Docebo on Company Personal Data in order to provide the Services in accordance with the terms of the Agreement.
2.3 Docebo shall collect, retain, use, disclose, and otherwise Process the Company Personal Data only in accordance with the Company’s documented lawful instructions as set forth in the Agreement and this DPA, as necessary to comply with applicable Data Protection Laws, or as otherwise agreed in writing. The Parties agree that the Agreement sets out Company’s complete and final instructions to Docebo in relation to the processing of Company Personal Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the Parties.
2.4 Docebo shall process collected data only for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by LMS Platform users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Company where such instructions are consistent with the terms of the Agreement
2.5 If, at any time while the Agreement and this DPA are in force, the Company requires compliance by Docebo with any additional instructions regarding the Processing of Company Personal Data, any such additional instructions shall be subject to agreement by Docebo (and payment of any costs Docebo may incur in implementing such additional instructions) provided that if, for any reason, Docebo refuses to comply with any such additional instructions, then the Company may terminate the Agreement (and the DPA); provided that the Company shall not have any right to terminate the Agreement (and the DPA) where Docebo timely informs the Company, upon reasonable belief, that the Company’s instructions infringe Data Protection Laws, or other relevant law.
2.6 Docebo acknowledges that it has no right, title or inter...
Appointment and Data Processing. 2.1 Subject to the terms of the Agreement, Customer is the Data Controller of Customer Data or has been instructed by and obtained the authorization of the relevant Data Controller(s) to enter into this DPA in the name and on behalf of such Data Controller(s). Customer is responsible for obtaining all of the necessary authorizations and approvals to enter, use, provide, store, and Process Customer Data to enable FullStory to provide the Services. Customer, as the Data Controller, hereby appoints FullStory as the Data Processor in respect of all Processing operations required to be carried out by FullStory on Customer Data in order to provide the Services in accordance with the terms of the Agreement.
2.2 FullStory will only Process Customer Data upon Customer’s documented