This Data Processing Agreement (the “DPA”), entered into by the WuBook customer identified on the applicable WuBook ordering document for WuBook services (“Customer”) and the WuBook company identified on the ordering document (“WuBook”), governs the processing of personal data that Customer uploads or otherwise provides WuBook in connection with the services connected.
This DPA is incorporated into the relevant WuBook services agreement attached to or incorporated by reference into the ordering document previously executed by Customer, referred to generically in this DPA as the “WuBook Contract”. Collectively, the DPA (including the SCCs, as defined herein), the WuBook Contract, and the applicable ordering documents are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail:
the WuBook Contract;
and the applicable ordering document to the WuBook Contract. Except as specifically amended in this DPA, the WuBook Contract and applicable ordering document remain unchanged and in full force and effect.
“Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers - Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission.
“Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission.
“Customer Personal Data” means Personal Data:
that Customer uploads or otherwise provides WuBook in connection with its use of WuBook’s services
for which Customer is otherwise a data controller.
“Data Controller” means Customer.
“Data Processor” means WuBook.
“Data Protection Requirements” means the Directive, the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.
“Directive” means the EU Data Protection Directive 95/46/EC (as amended).
“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the Directive, the General Data Protection Regulation and Local Data Protection Laws.
“General Data Protection Regulation” means the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
“Local Data Protection Laws” means any subordinate legislation and regulation implementing the Directive or the General Data Protection Regulation which may apply to the Agreement.
“Personal Data” means information about an individual that:
can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to WuBook from services such as Property management Systems (PMSs) or customer-relationships management (CRM) services;
can be combined with other information that can be used to identify, contact or locate a specific individual;
or is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
“Privacy Laws” means all applicable laws, regulations, and other legal requirements relating to:
privacy, data security, consumer protection and text messaging, email, and other communications;
and the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.
“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“SCCs” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Agreement.
“Subprocessor” means any entity which provides processing services to WuBook in furtherance of WuBook’s processing on behalf of Customer.
“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.
Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPA are described in Appendix 1 to this DPA.
The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.
Customer agrees to:
Provide instructions to WuBook and determine the purposes and general means of WuBook’s processing of Customer Personal Data in accordance with the Agreement;
Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by:
establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer;
processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and
ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.
WuBook agrees to:
Process Customer Personal Data
only for the purpose of providing, supporting and improving WuBook’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures;
in compliance with the instructions received from Customer. WuBook will not use or process the Customer Personal Data for any other purpose. WuBook will promptly inform Customer in writing if it cannot comply with the requirements under Sections 6-8 of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;
WuBook may Process the personal data in any country within the European Union.
WuBook will not Transfer to countries outside the European Union.
Inform Customer promptly if, in WuBook’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
If WuBook is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on WuBook’s behalf comply with the terms of the Agreement;
Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
it's intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA to delegate all or part of the processing activities to such Subprocessors of the list of WuBook maintains online (currently available at Subprocessors) with accepting this contract like as consent of Customer to such subcontracting,
Upon request, provide Customer with a summary of WuBook’s privacy and security policies; and Inform Customer if WuBook undertakes an independent security review.
WuBook will inform Customer if WuBook becomes aware of:
Any non-compliance by WuBook or its employees with Sections 5-8 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA;
Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless WuBook is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;
Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
Any complaint or request (in particular, requests for access to, rectification or blocking of Customer Personal Data) received directly from data subjects of Customer. WuBook will respond to any such request without Customer’s prior written authorization.
Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that WuBook processes for Customer. In the event that a data subject sends such a request directly to WuBook, WuBook will promptly send such request to Customer;
The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer's data subjects regarding such Personal Data Breaches;
and where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.
If WuBook is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, WuBook will inform Customer of this requirement in advance of any processing, unless WuBook is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).
Maintain appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;
Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all WuBook personnel with respect to Customer Personal Data and liable for any failure by such WuBook personnel to meet the terms of this DPA;
Take reasonable steps to confirm that all WuBook personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA;
and Notify Customer of any Personal Data Breach by WuBook, its Subprocessors, or any other third-parties acting on WuBook’s behalf without undue delay and in any event within 72 hours of becoming aware of a Personal Data Breach.
If a Supervisory Authority requires an audit of the data processing facilities from which WuBook processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, WuBook will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time WuBook expends for any such audit, in addition to the rates for services performed by WuBook.
WuBook must, upon Customer’s request (not to exceed one request per calendar year) by email to email@example.com, certify compliance with Sections 5-8 of this DPA in writing. WuBook will provide to Customer each year an opinion or Service Organization Control report provided by an accredited, third-party audit firm under the Statement on Standards for Attestation Engagements (SSAE) No. 16 (“SSAE 16”) (Reporting on Controls at a Service Organization) or the International Standard on Assurance Engagements (ISAE) 3402 (“ISAE 3402”) (Assurance Reports on Controls at a Service Organization) standards applicable to the services under the Agreement (each such report, a “Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm WuBook’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and WuBook may audit WuBook’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to WuBook and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time WuBook expends for any such audit, in addition to the rates for services performed by WuBook. Before the commencement of any such audit, Customer and WuBook shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify WuBook with information regarding any non-compliance discovered during the course of an audit. Customer may not audit WuBook more than once annually.
The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, WuBook shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent WuBook from returning or destroying all or part of the Customer Personal Data disclosed. In such case, WuBook agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.
Customer acknowledges that in the provision of some services (such as PMS and CRM), WuBook, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors.
Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements.
For avoidance of doubt, such third party data processors are not Subprocessors.
This DPA shall remain in effect as long as WuBook carries out Personal Data processing operations on behalf of Customer or until the termination of the WuBook Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).
Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of Italy, and any action or proceeding related to this DPA (including those arising from non contractual disputes or claims) will be brought in the Court of Pesaro, Italy.
WuBook currently use that list of Subprocessors:
WuBook owns or controls access to the infrastructure that WuBook uses to host Service Data submitted to the Services, other than as set forth below. Currently, the WuBook production systems for the Services are located in Europe.
Tilaa.com (Our Hosting Provider), Grant the phisical security and availability of our servers, and it doesn't have a direct access on datas
WuBook works with certain third parties to provide specific functionality within the Services. These providers are the Subprocessors set forth below. In order to provide the relevant functionality these Subprocessors access Service Data. Their use is limited to the indicated Services.
WuBook has replaced all third parties subprocessor with internals services
All personal datas regarding support managements is under ours Infrastructure Subprocessors and will not be shared to a external EU sevices anymore.
Contact points for data protection enquiries:
Data importer: Signatory to the Agreement between the parties
Data exporter: Signatory to the Agreement between the parties
WuBook S.R.L © 2018
Data Processor shall process the personal data below under the supervision of Data Controller, as specified in article 1 of the Data Processing Agreement:
Names and addresses
Of the following categories of parties involved:
Leads and potential customers
Data Controller represents and warrants that the description of personal data and categories of data subjects in this Appendix 1 is complete and accurate, and shall indemnify and hold harmless Process for all faults and claims that may arise from a violation of this representation and warranty.