Processor’s Responsibilities Clause Samples
The "Processor’s Responsibilities" clause defines the obligations and duties of a data processor when handling personal data on behalf of a data controller. It typically outlines requirements such as following the controller’s instructions, implementing appropriate security measures, and assisting with data subject requests or regulatory compliance. This clause ensures that the processor acts in accordance with data protection laws and the controller’s directives, thereby safeguarding personal data and clarifying accountability between the parties.
Processor’s Responsibilities. A. Processor will initiate payment to Merchant of the amount of each Card sales transaction acquired and accepted hereunder after Processor receives payment for such transaction. Notwithstanding anything herein to the contrary, any such payment shall be subject to the terms and conditions of this Agreement, the Bank Rules, the Operating Regulations, and the Laws. Unless otherwise agreed to in writing by Processor, Merchant shall electronically deliver to Processor, in a format acceptable to Processor, all sales records and credit records within two (2) business days after the transaction date for such record (or such shorter period as required by the Associations or Other Networks), except (i) in the case of a delayed merchandise delivery, when the sales transaction record shall be delivered within two (2) business days of the merchandise delivery or (ii) as specified otherwise in the Bank Rules. Merchant agrees that it shall deliver sales records to Processor at least once every business day. The preparation and delivery to Processor by Merchant of sales records constitutes an endorsement by Merchant to Processor of each sales transaction evidenced thereby, and Merchant authorizes Processor or its representative to place Merchant's endorsement on any such sales transaction at any time. Processor may refuse to acquire any sales transaction or claim the amount of which, in whole or in part, it could charge back to the Merchant pursuant to this Agreement, if it had acquired the sales transaction or claim. Merchant waives notice of dispute related to any individual sales transaction. The Services shall be provided in accordance with Processor's then current systems, standards, and procedures and Processor shall not be required to perform any special programming, to provide any special hardware or software, or to implement any other system, program, or procedure for Merchant.
B. Processor may honor the request(s) or instruction(s) of any qualified representative, as determined by Processor, of Merchant or its Agent at any time during the term of this Agreement, and Processor may act in reliance upon such request(s) or instruction(s) in connection with Processor’s provision of the Services hereunder. Further, in the event Processor receives returned mail intended for Merchant, Processor may follow its standard operating procedures with respect to procuring a replacement address, which will then be deemed the official address for notices.
Processor’s Responsibilities. Without prejudice to the generality of paragraph 1 of Part 1 of this Schedule, Waterstons shall, in relation to any Personal Data processed in connection with the performance by Waterstons of its obligations under this Agreement:
6.1 process that Personal Data only on the documented written instructions of the Client unless Waterstons is required by law to otherwise process that Personal Data. Where Waterstons is required by law to process such Personal Data, ▇▇▇▇▇▇▇▇▇▇ shall promptly notify the Client of this before performing the processing required, unless it is prohibited by law from so notifying the Client;
6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); (See Part 2 Section B of this Schedule)
6.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
6.4 Waterstons may transfer Personal Data outside the United Kingdom or to any International Organisation and the Client hereby agrees to such transfer, provided the following conditions are fulfilled:
6.4.1 Waterstons has ensured the transfer is subject to appropriate safeguards (including in relation to any international sanctions in place) and appropriate due diligence;
6.4.2 the Data Subject has enforceable rights and effective legal remedies;
6.4.3 Waterstons complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
6.4.4 Waterstons complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
6.5 assist t...
Processor’s Responsibilities. Submitting entries - Entries shall be submitted to the Processor by the Client using the CheckRep Software as provided by the Processor. Entries received by the processor by 4:00 PM EST shall be processed through the contracted third party Processor the same day.
Processor’s Responsibilities. 1. When processing the entrusted personal data, the Processor undertakes to secure them by applying appropriate technical and organizational measures ensuring an adequate level of security corresponding to the risks relating to the processing of personal data referred to in Article 32 of the Regulation.
2. The Processor undertakes to exercise due diligence when processing the entrusted personal data.
3. The Processor undertakes to grant authorization for the processing of personal data to all persons who are to process the entrusted data in order to perform this Agreement.
4. The Processor undertakes to ensure the confidentiality (referred to in Article 28(3)(b) of the Regulation) of data processed by persons authorized thereby to process personal data for the purpose of performing this Agreement, both during their employment with the Processor and after termination thereof.
5. Having completed processing services, the Processor shall remove all personal data and any existing copies thereof unless laws of the EU or a Member State require to store personal data.
6. As far as possible, the Processor shall assist the Controller in meeting the obligation to respond to requests of data subjects and fulfilling the obligations specified in Articles 32 to 36 of the Regulation.
7. Having established a personal data breach, the Processor shall notify the same to the Controller without undue delay, within 24 hours, to an address provided as applicable in an official customer account registered by the Controller.
Processor’s Responsibilities. “Processor” shall comply with all applicable federal, state and local laws, ordinances, regulations and codes in the performance of this Agreement. “Processor” further agrees to indemnity, defend and hold “Company” harmless for any loss or damage sustained by reason of “Processor”'s failure to comply with the aforementioned laws, ordinances, regulations and codes. Processor shall provide to Company access to its secure Internet web site (hereinafter "Web Site"). The Service shall be available any time, day or night, seven days a week, by signing on to the Service and entering Company's password. Processor reserves the right to modify the Web Site at any time consistent with this Agreement. Processor further reserves the right to suspend Service and deny access to the Web Site without prior notice during scheduled or unscheduled system maintenance, repairs or upgrades, acts of god or other incidents beyond Processor control or as Processor otherwise determines appropriate.
Processor’s Responsibilities