Personal Data Processing Agreement

1. BACKGROUND

1. Purpose and Application. This Personal Data Processing Agreement for Censia Services (“DPA”) is incorporated into and forms part of the Agreement to which it is attached. This DPA applies to Personal Data processed by Censia and its Subprocessors, as well as Personal Data that is shared by Censia with Customer, in connection with Censia’s provision of the Platform Services, API, and any other Offerings. This DPA does not apply to non-production environments of the Offerings if such environments are made available by Censia, and Customer shall not store Customer Personal Data (as defined below) in such environments.  All capitalized terms used and not expressly defined in this DPA will have the meanings given to them in the Terms.  In the event of a conflict between the Terms and this DPA, the terms of this DPA will control as to Censia’s processing of Customer Personal Data in the Offering’s production environments and the Terms will control in all other respects.
2. Structure. Annex A and the Appendices attached thereto are incorporated into and form part of this DPA. They set out the agreed subject-matter, the nature and purpose of the processing, the type of Personal Data, categories of data subjects and the applicable technical and organizational measures.
3. GDPR. Censia and Customer agree that it is each party’s responsibility to review and adopt requirements imposed on Controllers, Processors, and Subprocessors by the General Data Protection Regulation 2016/679 (“GDPR”) in particular with regards to Articles 28 and 32 to 36 of the GDPR, if and to the extent applicable to Personal Data of Controllers that is processed under the DPA. GDPR means the EU GDPR or the UK GDPR, as the context requires.
4. Governance. Under the DPA, Censia acts as either a Processor or Subprocessor and Customer and those entities that it permits to use the Offerings (collectively “Customer”) act as Controllers when Censia is processing Personal Data provided by Customer (“Customer Personal Data”) to Censia for the provision of the Offerings. For the purposes of the DPA, Customer Personal Data includes only Personal Data which is (i) entered by or on behalf of Customer into or derived from their use of the Offerings, or (ii) supplied to or accessed by Censia or its Subprocessors in order to provide support under the Agreement. Further, in certain instances, Censia acts as the Controller as it relates to Personal Data independently collected and provided by Censia (“Censia Personal Data”) to Customer in the provision of the Offering. In these instances, Section 5 of the DPA stipulates the agreed upon obligations of the parties, both acting severally as Controllers. Each party acts as a single point of contact and is solely responsible for obtaining any relevant authorizations, consents and permissions for the processing of Personal Data in accordance with this DPA, including, where applicable approval by applicable Controllers to use Censia as a Processor or Subprocessor. Where authorizations, consent, instructions or permissions are provided by Customer these are provided not only on behalf of the Customer but also on behalf of any other Controller using the Offerings. Where Censia informs or gives notice to Customer, such information or notice is deemed received by those Controllers permitted by Customer to use the Offerings and it is Customer’s responsibility to forward such information and notices to the relevant Controllers.

2. SECURITY OF PROCESSING
   1. Appropriate Technical and Organizational Measures. Censia has implemented and will apply the technical and organizational security measures set forth in Appendix 2. Customer has reviewed such measures and agrees that as to the Offerings selected by Customer in the Order the measures are appropriate taking into account the state of the art, the costs of implementation, nature, scope, context and purposes of the processing of Customer Personal Data.
   2. Changes. Censia applies the technical and organizational measures set forth in Appendix 2 to Censia’s entire customer base hosted out of the same Data Center and receiving the same Offerings. Censia may change the measures set out in Appendix 2 at any time without notice so long as it maintains a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Customer Personal Data.
3. OBLIGATIONS WHEN CENSIA IS A PROCESSOR
   1. Instructions from Customer. Censia will process Customer Personal Data only in accordance with documented instructions from Customer or, if Censia is a Subprocessor, the appropriate Processor of the Customer. The Agreement (including this DPA) constitutes such documented initial instructions and each use of the Offerings then constitutes further instructions. Censia will use reasonable efforts to follow any other Customer instructions, as long as they are required by Data Protection Law, technically feasible, and do not require changes to the Offerings. If any of the before-mentioned exceptions apply, or Censia otherwise cannot comply with an instruction or is of the opinion that an instruction infringes Data Protection Law, Censia will immediately notify Customer. For the purposes of this notification, Censia is permitted to notify Customer via e-mail.
   2. Analysis and Learning. In accordance with Section 10.5 of the Terms, Customer authorizes Censia to aggregate Customer Personal Data in de-identified form with data from other Censia customers and third parties in a manner that does not identify Customer or any individual Data Subjects related to the Customer Personal Data, and to use that aggregated data for the following purposes: providing services to customers, product improvement (in particular, product features and functionality, workflows and user interfaces), development of new products and services, improving resource allocation and support, internal demand planning, training and developing machine learning algorithms, verification of security and data integrity, identification of industry trends and developments, creation of indices, and benchmarking. For the avoidance of doubt, de-identified or aggregated data will not identify or relate to a specific Data Subject.
   3. Processing on Legal Requirement. Censia may also process Customer Personal Data where required to do so by applicable law, including, but not limited to, in response to requests from any data protection authority, law enforcement agency, or other government authority. In such a case, Censia shall notify Customer of that legal requirement and obtain Customer’s express written consent before processing unless that law expressly prohibits such notification.
   4. Personnel. To process Customer Personal Data, Censia and its Subprocessors shall only grant access to authorized personnel who have committed themselves to confidentiality. Censia and its Subprocessors will regularly train personnel having access to Personal Data in applicable data security and data privacy measures.
   5. Cooperation. At Customer’s request, Censia will reasonably cooperate with Customer and Controllers in dealing with requests from Data Subjects or regulatory authorities regarding Censia’s processing of Customer Personal Data or any Personal Data Breach. Censia shall notify the Customer as soon as reasonably practical about any request it has received directly from a Data Subject in relation to the Customer Personal Data processing, without itself responding to such request. Censia shall provide functionality that supports Customer’s ability to correct or remove Customer Personal Data from the Offerings, or restrict its processing in line with Data Protection Law. Where such functionality is not provided, Censia will correct or remove any Customer Personal Data, or restrict its processing, in accordance with the Customer’s instruction and Data Protection Law. 
   6. Personal Data Breach Notification. Censia will notify Customer without undue delay after becoming aware of any Personal Data Breach and provide reasonable information in its possession to assist Customer to meet Customer’s obligations to report a Personal Data Breach as required under Data Protection Law. Censia may provide such information in phases as it becomes available. Such notification shall not be interpreted or construed as an admission of fault or liability by Censia.
   7. Data Protection Impact Assessment. If, pursuant to Data Protection Law, Customer (or its Controllers) are required to perform a data protection impact assessment or prior consultation with a regulator, at Customer’s request, Censia will provide such documents as are generally available for the Offerings (for example, this DPA, the Agreement, audit reports or certifications). Any additional assistance shall be mutually agreed between the Parties and may be at additional cost.
4. DATA EXPORT AND DELETION
   1. Export and Retrieval by Customer. During the Subscription Term and subject to the Agreement, Customer, upon its request to Censia, can access Customer Personal Data at any time. Censia will provide such data in a common, readable format. Customer’s request may be subject to technical limitations, in which case Censia and Customer will find a reasonable method to allow Customer access to Customer Personal Data.
   2. Deletion. Before the Subscription Term expires, Customer may request that Customer Personal Data be provided to Customer as a final export of Customer Personal Data from the Offerings (which shall constitute a “return” of Customer Personal Data). At the end of the Subscription Term, Customer hereby instructs Censia to delete the Customer Personal Data remaining on servers hosting the Offerings within a reasonable time period in line with Data Protection Law (not to exceed six months) unless applicable law requires retention.
5. OBLIGATIONS WHEN CENSIA IS A CONTROLLER
   1. Independent Controllers of Censia Personal Data. In instances where Censia is providing Censia Personal Data to Customer in the provision of the Offering, both Censia and Customer shall be the considered Controllers. As such, each party represents that it will at all times comply with Data Protection Laws, and otherwise ensures that the requirements of Data Protection Laws are met in performing its obligations under the Agreement and the DPA. 
   2. Opt out of Sale. Where Censia has notified Customer of a request to opt out of the Sale of Personal Data by an individual Data Subject, as the term “Sale” is defined in Section 1798.140(t) of the California Consumer Privacy Act, Customer shall cease any further Sale of that Personal Data and shall provide written confirmation that Customer has complied with the request in accordance with Data Protection Law within 72 hours of receiving the request from Censia. 
   3. Additional Agreements. If, and to the extent that doing so would be necessary in order to comply with Data Privacy Law, each party shall make all commercially reasonable efforts to enter into one or more additional agreements covering the processing of Personal Data. The parties will agree on the necessary changes in good faith, taking into account the obligation to carry out this contractual relationship in compliance with Data Privacy Law.
6. CERTIFICATIONS AND AUDITS
   1. Customer Audit. Customer or its independent third party auditor reasonably acceptable to Censia (which shall not include any third party auditors who are either a competitor of Censia or not suitably qualified or independent) may audit Censia’s control environment and security practices relevant to Customer Personal Data processed by Censia only if:
      1. Censia has not provided sufficient evidence of its compliance with the technical and organizational measures that protect the production systems of the Offerings through providing either: (i) a certification as to compliance with ISO 27001 or other standards (scope as defined in the certificate); or (ii) a valid ISAE3402 and/or ISAE3000 or other SOC Type 1-3 attestation report. Upon Customer’s request audit reports or ISO certifications are available through the third-party auditor or Censia;
      2. A Personal Data Breach has occurred;
      3. An audit is formally requested by Customer’s data protection authority; or
      4. Mandatory Data Protection Law provides Customer with a direct audit right and provided that Customer shall only audit once in any twelve-month period unless mandatory Data Protection Law requires more frequent audits.
   2. Other Controller Audit. Any other Controller may audit Censia’s control environment and security practices relevant to Personal Data processed by Censia in line with Section 5.1 only if any of the cases set out in Section 5.1 applies to such other Controller. Such audit must be undertaken through and by Customer as set out in Section 5.1 unless the audit must be undertaken by the other Controller itself under Data Protection Law. If several Controllers whose Personal Data is processed by Censia on the basis of the Agreement require an audit, Customer shall use all reasonable means to combine the audits and to avoid multiple audits.
   3. Scope of Audit. Customer shall provide at least sixty days advance notice of any audit unless mandatory Data Protection Law or a competent data protection authority requires shorter notice. The frequency and scope of any audits shall be mutually agreed between the parties acting reasonably and in good faith. Customer audits shall be limited in time to a maximum of three business days. Beyond such restrictions, the parties will use current certifications or other audit reports to avoid or minimize repetitive audits. Customer shall provide the results of any audit to Censia.
   4. Cost of Audits. Customer shall bear the costs of any audit. If an audit determines that Censia has breached its obligations under the DPA, Censia will promptly remedy the breach at its own cost.
7. SUBPROCESSORS
   1. Permitted Use. Censia is granted a general authorization to subcontract the processing of Customer Personal Data to Subprocessors, provided that:
      1. Censia shall engage Subprocessors under a written (including in electronic form) contract consistent with the terms of this DPA in relation to the Subprocessor’s processing of Customer Personal Data. Censia shall be liable for any breaches of this DPA by the Subprocessor in accordance with the terms of this Agreement;
      2. Censia will evaluate the security, privacy and confidentiality practices of a Subprocessor prior to selection to establish that it is capable of providing the level of protection of Customer Personal Data required by this DPA; and
      3. Censia’s list of Subprocessors in place on the effective date of the Agreement is published by Censia or Censia will make it available to Customer upon request, including the name, address and role of each Subprocessor Censia uses to provide the Offerings.
   2. New Subprocessors. Censia’s use of Subprocessors is at its discretion, provided that:
      1. Censia will inform Customer in advance (by email or by posting on the support portal available through Censia Support) of any intended additions or replacements to the list of Subprocessors including name, address and role of the new Subprocessor; and
      2. Customer may object to such changes as set out in Section 7.3.
   3. Objections to New Subprocessors.
      1. If Customer has a legitimate reason under Data Protection Law to object to the new Subprocessors’ processing of Customer Personal Data, Customer may terminate the Agreement (limited to the Offerings for which the new Subprocessor is intended to be used) on written notice to Censia. Such termination shall take effect at the time determined by the Customer which shall be no later than thirty days from the date of Censia’s notice to Customer informing Customer of the new Subprocessor. If Customer does not terminate within this thirty-day period, Customer is deemed to have accepted the new Subprocessor.
      2. Within the thirty day period from the date of Censia’s notice to Customer informing Customer of the new Subprocessor, Customer may request that the parties come together in good faith to discuss a resolution to the objection. Such discussions shall not extend the period for termination and do not affect Censia’s right to use the new Subprocessor(s) after the thirty day period.
      3. Any termination under this Section 7.3 shall be deemed to be without fault by either party and shall be subject to the terms of the Agreement.
   4. Emergency Replacement. Censia may replace a Subprocessor without advance notice where the reason for the change is outside of Censia’s reasonable control and prompt replacement is required for security or other urgent reasons. In this case, Censia will inform Customer of the replacement Subprocessor as soon as possible following its appointment. Section 6.3 applies accordingly.
8. INTERNATIONAL PROCESSING
   1. Conditions for International Processing. Censia shall be entitled to process Customer Personal Data, including by using Subprocessors, in accordance with this DPA outside the country in which the Customer is located as permitted under Data Protection Law.
   2. Standard Contractual Clauses. To the extent required by Applicable Data Protection Laws, the parties agree that the clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“EU SCCs”) will apply to Personal Data that is transferred under the Agreement from the European Economic Area or Switzerland, either directly or via onward transfer, to any country or recipient outside the European Economic Area or Switzerland that is not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for Personal Data (“Restricted Transfer”). For data transfers from the European Economic Area that are subject to the EU SCCs, the EU SCCs, Module 2 (Controller to Processor), will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

(i) In Clause 7, the optional docking clause will not apply; 

(ii) In Clause 9, Option 2 will apply and the time period for notice of Subprocessor changes will be as set forth in Section 7 (Subprocessors) of this DPA; 

(iii) In Clause 11, the optional redress language will not apply; 

(iv) In Clause 13(a), all three options may be retained and apply, depending on the circumstances, and as relevant where the transfer falls within the territorial scope of the Regulation (EU) 2016/679; 

(v) In Clause 17, Option 1 will apply and the EU SCCs will be governed by Irish law; 

          (vi) In Clause 18(b), disputes will be resolved before the courts of Ireland; and 

(vii) Annex A (Description of Processing) of this DPA serves as Annex I of the EU SCCs; Annex B (Technical and Organizational Security Measures Implemented by the Service Provider) of this DPA serves as Annex II of the EU SCCs.

3. UK Addendum. In relation to Personal Data that is protected by Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018 (the “UK GDPR”), the “UK Addendum to the EU Standard Contractual Clauses” (“UK Addendum”) shall apply. To the extent that the UK Addendum applies, Annexes A, B, and C of this DPA shall also apply. For data transfers from the United Kingdom that are subject to the UK Addendum, the UK Addendum will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

(i) For Table One, the details as set out in Annex A of this DPA shall apply. 

(ii) For Table Two, the check-box referring to the following shall apply:

“the Approved EU SCCs, including the Appendix Information and with only the modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of the UK Addendum.”

Within the table, Module 2 shall apply and shall be filled out in the same way as the EU SCCs as filled out in Section 8.2 above. 

(iii) For Table Three, the following shall apply to the referenced columns: Annex A (Description of Processing) of this DPA shall apply to the columns entitled Annex IA and Annex IB; and Annex B (Technical and Organizational Security Measures Implemented by the Service Provider) of this DPA shall apply to the column entitled Annex II. 

(iv) For Table Four, only the exporter shall have the right to terminate this DPA.

4. The parties agree that acceptance of this DPA, by execution of an Order governed by the Terms, constitutes all necessary signatures to the EU SCCs and the UK Addendum, such that the provisions of the EU SCCs and the UK Addendum shall apply, including the appendices attached thereto.  
5. DOCUMENTATION; RECORDS OF PROCESSING

Each party is responsible for its compliance with its documentation requirements, in particular maintaining records of processing where required under Data Protection Law. Each party shall reasonably assist the other party in its documentation requirements, including providing the information the other party needs from it in a manner reasonably requested by the other party in order to enable the other party to comply with any obligations relating to maintaining records of processing.

10. ACCESS AND LOCATION
    1. Data Center Location. Upon the effective date of the Agreement, the Data Centers used to host Personal Data in the Offerings are located in the United States. 
    2. Exclusions. The following Personal Data is not subject to 9.1:
       1. Contact details of the sender of a support ticket; and
       2. Any other Personal Data submitted by Customer when filing a support ticket. Customer may choose not to transmit Personal Data when filing a support ticket. If this data is necessary for the incident management process, Customer may choose to anonymize that Personal Data before any transmission of the incident message to Censia.
11. DEFINITIONS

Capitalized terms not defined herein will have the meanings given to them in the Agreement.

1. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the purposes of this DPA, where Customer acts as processor for another controller, it shall in relation to Censia be deemed as additional and independent Controller with the respective controller rights and obligations under this DPA.
2. “Data Center” means the location where the production instance of the Offerings is hosted.
3. “Data Protection Law” means any applicable data privacy, data protection, and data security laws and regulations governing the processing of Personal Data under the Agreement, including the GDPR and the California Consumer Privacy Act (“CCPA”), where applicable.
4. “Data Subject” means an identified or identifiable natural person as defined by Data Protection Law.
5. “EEA” means the European Economic Area, namely the European Union Member States along with Iceland, Liechtenstein and Norway.
6. “European Subprocessor” means a Subprocessor that is physically processing Personal Data in the EEA, the United Kingdom, or Switzerland.
7. “Personal Data” means any information relating to a Data Subject which is protected under Data Protection Law. 
8. “Personal Data Breach” means a confirmed (1) accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or unauthorized third-party access to Personal Data or (2) similar incident involving Personal Data, in each case for which a Controller is required under Data Protection Law to provide notice to competent data protection authorities or Data Subjects.
9. “Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller, be it directly as processor of a controller or indirectly as subprocessor of a processor which processes Personal Data on behalf of the controller.
10. “Standard Contractual Clauses” or sometimes also referred to the “EU Model Clauses” means the (Standard Contractual Clauses (processors)) or any subsequent version thereof published by the European Commission (which will automatically apply).  For purposes of this Agreement, Standard Contractual Clauses shall also include such clauses as adapted for use in the United Kingdom or Switzerland, to the extent applicable. The Standard Contractual Clauses current as of the effective date of the Agreement are attached hereto as Annex A.
11. “Subprocessor” means third parties engaged by Censia in connection with the Offerings and which process Personal Data in accordance with this DPA. In some cases Censia may be a Subprocessor of another entity, such as SAP.

LIST OF PARTIES

If the EU SCCs or the UK Addendum apply, the data exporter(s) and importer(s) are identified as follows:

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

1. Name: …
   Address: …
   Contact person’s name, position and contact details: …
   Activities relevant to the data transferred under these Clauses: The Data Exporter is the Customer who subscribed to the Offerings. Where the Customer allows other Controllers to also use the Offerings, these other Controllers are also Data Exporters.

Signature and date: …
Role (controller/processor): controller

2. …

Data importer(s): 

1. Name: Censia

Address: 
Contact person’s name, position and contact details: [              ]
Activities relevant to the data transferred under these Clauses:   Censia will process the data as necessary in order to fulfill its obligations and responsibilities as described in the Agreement and as further specified or instructed by the Controller and agreed to by both parties in writing.  Processing purposes include activities involving ______, and any other related activities.

Signature and date: [                            ]

      Role (controller/processor): processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:  Job applicants, potential job applicants, employees, contractors, business partners or other individuals having Personal Data stored in the Offerings. 

Categories of personal data transferred:  Name, phone numbers, email address, time zone, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any application-specific data that Authorized Users enter into the Offerings such as work history, education history, and employment application data.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)

Nature of the processing:  and any other related activities. The transferred Personal Data is subject to the following basic processing activities, which shall occur as long as the Agreement is in effect:

• use of Personal Data to set up, operate, monitor and provide the Offerings (including Operational and Technical Support)
• provision of the services as described in the Agreement;
• communication to Authorized Users
• upload any fixes or upgrades to the Offerings
• back up of Personal Data in certain scenarios
• computer processing of Personal Data, including data transmission, data retrieval, data access
• network access to allow Personal Data transfer
• execution of instructions of Customer in accordance with the Agreement.

Purpose(s) of the data transfer and further processing:   Censia will process the data as necessary in order to fulfill its obligations and responsibilities as described in the Agreement and as further specified or instructed by the Controller and agreed to by both parties in writing.   The processing is limited to the specific purpose of creating candidate profiles in order to help hiring employers find and source candidates.  In particular, the processing is designed to provide hiring employers with unique insights into possible candidates, and provide candidates with more opportunities.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Censia shall process Personal Data until the date of termination of the Agreement, unless instructed otherwise by the Controller, or until such data is returned or destroyed on instruction of the Controller. 

For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing:   Censia’s subprocessors, if any, will process the data as necessary in order to fulfill Censia’s obligations and responsibilities as described in the Agreement and as further specified or instructed by the Controller and agreed to by both parties in writing.  

C. COMPETENT SUPERVISORY AUTHORITY

Data Protection Commission

21 Fitzwilliam Square South
Dublin 2, D02 RD28
Ireland

www.dataprotection.ie