Data Processing Agreement

This Data Processing Addendum (DPA) supplements the is incorporated into, and supplements, the Inventorybase.com Terms and Conditions (Terms) entered into between Radweb Ltd, a company registered in England and Wales with company number 6057546 and the customer who signed up for an Account on the Platform.

1. Definitions
   1. Capitalised terms in this DPA have the meaning given in the Terms, and as set out below:Data Protection Laws 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.

      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 Terms.

      Restricted Transfer means a transfer of personal data from the United Kingdom to any other country or company 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. 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.
2. Processing of Personal Data
   1. The Parties acknowledge and agree that in connection with the Terms, where you provide Personal Data to us to sign up to our Services we are acting as a Controller. Where you input personal data into our Services or transfer us Personal Data as part of our provision of the Services (including personal data of tenants), we are a Processor.
   2. Each Party agrees to comply with Data Protection Laws in the Processing of Transferred Personal Data.
   3. You instruct us to process Personal Data in accordance with this DPA (including in accordance with Annex 1).
   4. We agree to not process Transferred Personal Data other than on your documented instructions, and to the extent applicable, clause 5.5 of this DPA.
3. Our PersonnelWe agree to take reasonable steps to ensure the reliability of any of our Personnel who may have access to the Transferred Personal Data, ensuring in each case that:
   1. access is strictly limited to those individuals who need to know / access the relevant Transferred Personal Data, as strictly necessary for the purposes of the Terms; and
   2. the relevant Personnel are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
   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 Personal Data to ensure a level of security appropriate to that risk in accordance with Data Protection Laws.
   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.
5. Sub-Processing
   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.
   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:
      1. not appoint the proposed Sub-Processor;
      2. not disclose any Transferred Personal Data we process on your behalf to the proposed Sub-Processor; or
      3. inform you that we may terminate the Terms (including this DPA) for convenience, in which case, clause 12.2 will apply.
   3. You agree that the remedies described above in clauses 5.2(a)-(c) are the only remedies available to you if you object to any proposed Sub-Processor by us.
   4. Where we engage a Sub-Processor to process Transferred Personal 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 Personal Data, and to remain responsible to you for the performance of such Sub-Processor’s data protection obligations under such terms.
   5. Where the the transfer of Transferred Personal 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.
6. Data Subject Rights
   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 the you, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
   2. We agree to:
      1. promptly notify you if we receive a request from a Data Subject under any Data Protection Laws in respect of Transferred Personal Data; and
      2. ensure that we do not respond to that request except on your documented instructions or as required by Data Protection Laws to which we are subject, in which case we shall, to the extent permitted by Data Protection Laws, inform you of that legal requirement before we (or our Sub-Processor) respond to the request.
7. Personal Data Breach
   1. We agree to notify you without undue delay upon becoming aware of a Personal Data Breach affecting Transferred Personal Data, providing you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
   2. We agree to co-operate with you and take reasonable commercial steps as is directed by you to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
   3. If you decide to notify a Supervisory Authority, Data Subjects or the public of a Transferred Personal Data Breach, you agree to provide us with advance copies of the proposed notices and, subject to Data Protection Laws (including any mandated deadlines under the UK GDPR), allow us an opportunity to provide any clarifications or corrections to those notices.
8. Data Protection Impact Assessment and Prior ConsultationWe agree to provide reasonable assistance to you with any data protection impact assessments, and prior consultations with Supervising 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).
9. Deletion or return of Personal DataSubject to this clause 9, and subject to any document retention requirements at law, we agree to promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Transferred Personal Data (Cessation Date), delete and procure the deletion of all copies of those Transferred Personal Data
10. Audit Rights
    1. Subject to this clause 10, 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 the Transferred Personal Data by us.
    2. Where clause 10.1 applies, any audit (or inspection):
       1. must be conducted during our regular business hours, with reasonable advance notice (which shall not be less than 30 business days);
       2. will be subject to our reasonable confidentiality procedures;
       3. must be limited in scope to matters specific to you and agreed in advance with us;
       4. must not require us to disclose to you any information that could cause us to breach any of our obligations under Data Protection Laws;
       5. 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
       6. 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.
    3. Information and audit rights of you only arise under section 10.1 to the extent that the Terms does not otherwise give it information and audit rights meeting the relevant requirements of Data Protection Laws.
11. LiabilityDespite anything to the contrary in the Terms 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 Terms.
12. Termination
    1. Each Party agrees that a failure or inability to comply with the terms of this DPA and/or the Data Protection Laws constitutes a material breach of the Terms. In such event, you may, without penalty:
       1. require us to suspend the processing of Transferred Personal Data until such compliance is restored; or
       2. terminate the Terms effective immediately on written notice to us.
    2. In the case of such suspension or termination, we shall provide a prompt pro-rata refund of all sums paid in advance under the Terms which relate to the period of suspension or the period after the date of termination (as applicable).
    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 Personal Data covered by this DPA, in accordance with this DPA.

Annex 1: Description of Transfer

Personal Data Transferred

• Identity Data including first name and last name.
• Contact Data telephone numbers, email addresses and addresses.
• Employee details including Identity Data and Contact Data of past, present and future employees.
• Tenant data including any information uploaded in reports or free text fields such as a tenant’s address, forwarding email address or work place.
• Financial Data including bank account and payment card details.
• Technical and Usage Data including internet protocol (IP) address, login data, browser session and geo-location data, device and network information, statistics on page views and sessions, acquisition sources, search queries and/or browsing behaviour, information about user access and use of our website, including through the use of Internet cookies, communications with our website, the type of browser used by users, the type of operating system used by users and the domain name of users’ Internet service provider.
• Profile Data including usernames and passwords for our platform, profile pictures, purchases or orders made with us, support requests made with us, content posted and shared through our platform.
• Marketing and Communications Data including preferences in receiving marketing from us and our third parties and communication preferences.

Special Categories of Personal Data and criminal convictions and offences

Special Categories of Data will not be processed (unless otherwise uploaded by you into a free text field)

Relevant Data Subjects

• Tenants;
• Landlords;
• Letting agents;
• Business contact representatives; and
• Your Service Providers.

Frequency of the transfer

Continuous

Nature of the transfer

As specified in the Terms, this DPA, including without limitation, transmission, disclosure and dissemination of Transferred Personal Data from you to us so that we can provide the Services in accordance with the Terms or as compelled by law.

Purpose of processing

The purpose of the transfer and processing are as specified in the Terms and this DPA

Duration of the Processing

The term of the Terms and for a period of 90 days after termination or expiry of the Terms.

Annex 2: List of Subprocessors