a) This Data Processing Addendum (DPA) is an addendum to and forms part of the Master Subscription Agreement, the Contentful Terms of Service or another agreement under which Contentful provides services (Contentful Services) to Customer or otherwise collaborates with Customer (such as a Contentful partner).
b) Each such agreement referred to in a) above is a Main Agreement. Customer refers to the party in the Main Agreement other than Contentful. For purposes of processing Customer Data, Contentful refers to the Contentful entity that is a party to the Main Agreement and such entity's affiliates that are under common control with, controlled by or controlling that entity.
c) Capitalized terms used in this DPA have the meaning set forth herein. Capitalized terms not otherwise defined in this DPA have the meaning given to them in the Main Agreement. Terms that are not capitalized are interpreted in accordance with applicable data protection and privacy laws.
d) This DPA does not change the terms of the Main Agreement but only supplements the Main Agreement for purposes of personal data processing.
e) This DPA applies to processing European personal data (that is, any personal data subject to the GDPR). GDPR (General Data Protection Regulation) means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
f) To the extent California consumers' personal information is processed, Annex 4 applies.
g) This DPA is subject to the governing law and jurisdiction provisions in the Main Agreement unless and to the extent required otherwise by applicable data protection and privacy laws.
h) This DPA becomes effective and remains in effect for as long as personal data is processed as per the Main Agreement.
a) While providing Contentful Services, it may be necessary for Contentful to process personal data for Customer (Customer Data, see Annex 1). Contentful is the data processor of such personal data and Customer is the data controller.
b) In case of contradictions between this DPA and the provisions of other agreements, in particular the Main Agreement, the provisions of this DPA prevail. The provisions of the Standard Contractual Clauses attached in Annex 3 prevail, where applicable, over this DPA to the extent of any discrepancy between the two.
c) This DPA does not apply to Service Data which means any data relating to the Customer's use, support and/or operation of Contentful Services and Contentful websites, including information relating to activity logs, use patterns, cookie data or other information regarding use of Contentful Services and Contentful websites. To the extent any Service Data is considered personal data under applicable data protection and privacy laws, Contentful is responsible as a data controller, and processes such data in accordance with its privacy notice available at contentful.com/legal and applicable data protection and privacy laws.
a) Contentful processes Customer Data exclusively on behalf of Customer and on Customer instructions in terms of GDPR article 28 (1).
b) Annex 1 to this DPA contains a comprehensive list of the types of Customer Data that Contentful may process, in which manner, for what purposes, and to which categories of data subjects such data relate.
a) Instructions related to processing Customer Data must be documented. Customer's instructions are exclusively included in the Main Agreement and this DPA or given via the authorized use of Contentful Services.
b) Contentful must inform Customer immediately if in Contentful's reasonable opinion Customer's instructions conflict with this DPA, an earlier instruction or applicable data protection laws.
c) Customer hereby instructs Contentful to process Customer Data and, in particular, to transfer Customer Data to any country or territory as reasonably necessary for the provision of Contentful Services in accordance with the Main Agreement and this DPA.
a) Customer is responsible for its compliance with applicable laws and the lawful processing of Customer Data in relation to the data subjects as well as for safeguarding the rights of data subjects to the extent that applicable data protection laws do not impose direct responsibility on Contentful.
b) As between the parties, Customer is and remains the owner of Customer Data and the holder of all rights relating to Customer Data.
a) Contentful takes appropriate technical and organizational measures to ensure a suitable level of protection for Customer Data corresponding to the risk of the respective data processing. This must be in consideration of the state of the art, implementation costs and the type, scope, circumstances, and aims of the processing as well as the varying likelihood and severity of risk to the rights and freedoms of data subjects.
b) Customer has assessed the security measures offered by Contentful to meet the standards required by applicable data protection and privacy laws as at the effective date hereof. Such technical and organizational measures are specified in Annex 2 to this DPA and/or in the Main Agreement and Contentful will maintain those (or effectively similar) measures during the term. All changes to technical and organizational measures must be reasonably documented by Contentful.
a) Customer hereby authorizes Contentful to appoint sub-processors in accordance with this section and subject to any restrictions herein or in the Main Agreement.
b) Contentful can continue using those sub-processors already engaged by Contentful as at the date of this DPA, subject to Contentful meeting the obligations set out in this section.
c) Prior to engaging new or replacement sub-processors Contentful will notify Customer. Customer is entitled to object to any change notified by Contentful within a reasonable time (which reasonable time may be set by Contentful in such notification) and for materially important reasons. If Customer fails to object to such change within such reasonable time, Customer is deemed to have consented to such change. Where a materially important reason for such objection exists and an amicable resolution fails, Contentful may terminate the Main Agreement.
d) If Contentful engages sub-processors, Contentful (i) remains liable under this DPA for the acts and omissions of sub-processors and (ii) ensures that Contentful's obligations on data protection resulting from the Main Agreement and this DPA are binding on sub-processors. Without prejudice to the foregoing, with respect to each sub-processor, Contentful will:
i. before the sub-processor processes Customer Data, carry out adequate due diligence to ensure that the sub-processor is capable of providing the level of protection for Customer Data as required herein and in the Main Agreement;
ii. ensure that the arrangement is governed by a written contract including terms which offer similar level of protection for Customer Data as those set out in this DPA and meet the requirements of article 28 (3) of GDPR;
iii. if that arrangement involves a transfer of Customer Data to a location or recipient outside of the European Economic Area or a location or recipient not offering an adequate level of protection, in accordance with GDPR, ensure that the Standard Contractual Clauses attached in Annex 3 (or other instrument providing appropriate safeguards in accordance with GDPR) are incorporated into the agreement, where required, in the name and on behalf of Customer, which authorization Customer hereby grants to Contentful; and
iv. on reasonable request, provide copies of Contentful's agreements with sub-processors to Customer for review which agreements may be redacted to remove information not relevant to the requirements of this DPA or GDPR.
a) If a data subject contacts Contentful to exercise the data subject's legal rights, Contentful will not respond to such request but forward such request to Customer without undue delay. Contentful may only respond to data subject requests after a prior written approval by Customer or as required by laws to which Contentful is subject. In such a case Contentful will, to the extent permitted by applicable laws, inform Customer of that legal requirement before responding to the request.
b) Taking into account the nature of processing, Contentful will assist Customer by implementing appropriate technical and organizational measures, as is reasonable, for the fulfilment of Customer's obligations to respond to data subject requests.
c) Contentful will rectify, delete or block Customer Data on Customer's instructions.
d) If a data subject has a right to data portability with respect to Customer Data, Contentful will ensure that Customer can obtain such data in a structured, common and machine-readable format.
a) Contentful will inform Customer of any data breach affecting Customer Data without undue delay and, in any event, so as to facilitate the parties' compliance with applicable law (such as notification timelines set by GDPR, article 33 (1)). Contentful must inform Customer, where possible, about the type of breach, the categories and the number of data subjects, the data affected, and the number of data sets affected.
b) Contentful will without undue delay take all necessary and reasonable measures to remedy the data breach and, where applicable, mitigate any negative effects. Contentful will inform Customer as soon as reasonably possible about such measures and keep Customer informed as reasonably practicable.
c) Contentful will document data breaches to support Customer to evidence compliance with any relevant legal obligations to notify (e.g. articles 33 and 34 GDPR).
a) Contentful is prohibited from actively processing Customer Data after termination of the Main Agreement.
b) At the choice and request of Customer, all Customer Data must be either completely and irretrievably deleted (or otherwise obliterated such that it cannot be recovered or reconstructed) or returned to Customer within a reasonable time after Customer request.
c) Contentful may retain Customer Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws.
d) Contentful will keep confidential such Customer Data that Contentful retains in accordance with subsections b) and c) after cessation of processing. Customer Data referred to in section c) will only be processed as necessary for the purposes specified in the applicable laws requiring its storage and for no other purpose.
e) On Customer's reasonable request Contentful must provide a written confirmation that Contentful has complied with this section.
a) Customer and Contentful hereby enter into the Standard Contractual Clauses (attached in Annex 3) related to transfers of personal data from Customer to Contentful;
b) Customer hereby authorizes Contentful to sign the Standard Contractual Clauses on Customer's behalf with any sub-processor to the extent required to effect a lawful data transfer from controller to sub-processor;
c) the Standard Contractual Clauses are hereby incorporated to this DPA and agreed to without a separate signature on the Standard Contractual Clauses;
d) the Standard Contractual Clauses come into effect between Customer and Contentful on the commencement of a transfer, if any, of Customer Data that would otherwise not be allowed under the GDPR and will apply to such Customer Data only; and
e) Contentful may use other lawful data transfer mechanisms instead of the Standard Contractual Clauses provided that Contentful will ensure that such mechanisms comply with applicable law and are propel documented.
a) To the extent that the Main Agreement does not otherwise give the information and audit rights meeting the relevant requirements of data protection and privacy laws (including, where applicable, article 28(3)(h) GDPR), Contentful will upon reasonable request make available to Customer all information reasonably necessary to demonstrate compliance with this DPA, and will allow for and contribute to audits, including inspections, by Customer or an auditor mandated by Customer in relation to the processing of Customer Data. Contentful will not unreasonably withhold or delay agreement to an auditor selected by Customer.
b) The audits and inspections referred to in subsection a) are primarily carried out by Customer auditing and inspecting audit reports resulting from an audit performed by an independent third-party information security expert at Contentful expense and choice in accordance with Contentful's ISO 27001 compliant information security management system. Customer hereby instructs Contentful to perform audits for purposes of privacy compliance under this DPA as described in this subsection b).
c) If Customer wishes to alter its above instructions concerning audits, Customer will issue a suggestion for altered audit instructions to Contentful in writing reasonably in advance of an expected audit. If the parties fail to reach an amicable resolution on altered audit instructions, Contentful may terminate the Main Agreement.
d) Audits will be subject to customary confidentiality undertakings or professional duty of confidentiality. Customer will give Contentful reasonable notice of any audit or inspection and will take (and ensure that auditors take) all reasonable endeavors to minimize disruption to Contentful's business, including e.g. carrying out the audits during normal business hours.
e) Customer will not carry out more than one audit per year of the Main Agreement term unless (i) Customer reasonably considers it necessary because of genuine and demonstrable concerns as to Contentful's compliance with this DPA or applicable data protection and privacy laws; or (ii) Customer is required or requested to carry out an audit by data protection and privacy laws, a supervisory authority or any similar regulatory authority responsible for enforcement of such laws; or (iii) if an earlier audit has identified non-conformity with this DPA or applicable data protection and privacy laws.
f) All costs and expenses arising from audits are borne by Customer.
g) Nothing herein limits any rights mandated by law, such as supervisory authority and data subject rights, including in accordance with the Standard Contractual Clauses.
a) If Customer is required to provide information to a supervisory authority relating to processing of Customer Data, or to otherwise cooperate with a public authority, Contentful will support Customer by providing such information reasonably available to it or otherwise reasonably cooperating with Customer. This applies in particular to information and documents relating to technical and organizational measures taken in line with article 32 GDPR.
b) To the extent necessary and reasonable, Contentful will support Customer with data protection impact assessments as well as with any subsequent consultation (if applicable) with the supervisory authorities in the meaning of articles 35 and 36 GDPR.
c) Without prejudice to anything in this DPA, Contentful is responsible for its and its sub-processors' compliance with applicable laws relating to this DPA.
d) Customer will reimburse to Contentful the reasonable cost and expenses arising out of Contentful's support to Customer in accordance with this section.
For purposes of the Standard Contractual Clauses in Annex 3, this Annex 1 serves as Appendix 1.
|Type of Customer Data||Customer Content which may include personal data at Customer's choice. Such Customer Content is typically editorial material intended for websites.Customer personnel and contractor data required for delivery of Contentful Services: name, email address and possibly other contact information as may be provided by Customer or such personnel or contractors to Contentful; IP address and login details – if Contentful web app is used by Customer in a way that discloses such personal data.API request headers which may include e.g. IP address of the end user of the Customer Applications – if Customer Applications are integrated with Contentful Services in a way that discloses such information.No special categories of personal data.|
|Type of processing||Cloud based content management infrastructure, software and services.|
|Purposes of processing||Performance of the Main Agreement and provision of Contentful Services and related support services; hosting Customer Content and serving it via application programming interfaces to Customer Applications.|
|Categories of data subjects||Customer Content may include personal data, the data subjects of which are controlled and determined by Customer at its discretion.Possibly Customer personnel and contractors using Contentful Services and communicating with Contentful. Possibly end users of the Customer Applications.|
For purposes of the Standard Contractual Clauses in Annex 3, this Annex 2 serves as Appendix 2.
This Annex 2 may be replaced by Contentful security policy by appending or referencing and incorporating such policy herein:
STANDARD CONTRACTUAL CLAUSES (PROCESSORS)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
Name of the data exporting organisation:
Address: Tel: Fax: e-mail:
Other information needed to identify the organisation:
(the data exporter )
Name of the data importing organisation:
Tel.: fax: e-mail:
Other information needed to identify the organisation:
(the data importer )
each a 'party' together the 'parties',
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the sub-processor' means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
|The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.|
Third-party beneficiary clause
The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
(ii) any accidental or unauthorised access; and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
Mediation and jurisdiction
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
Cooperation with supervisory authorities
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely …
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely
The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data-processing services
The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
On behalf of the data exporter:
Name (written out in full):
Other information necessary in order for the contract to be binding (if any):
On behalf of the data importer:
Name (written out in full):
Other information necessary in order for the contract to be binding (if any):
The DPA applies, subject to this Annex 4, to processing Californian personal information (that is, any personal information subject to the CCPA). CCPA means the California Consumer Privacy Act of 2018, California Civil Code Section 1798.100 et. seq., including all regulations enacted in connection therewith as the same may be amended, supplemented, or replaced from time to time.
With respect to Californian personal information, this Annex 4 prevails over any conflicting terms of the Main Agreement and the DPA but does not modify them. Capitalized terms not otherwise defined in this Annex 4 have the meaning given in the Main Agreement and the DPA. For purposes of this Annex 4 and the CCPA, the term personal data as used in the DPA includes personal information. Similarly, other terms used in the DPA are interpreted to include their closest equivalent under the CCPA. All terms that are not capitalized in this Annex 4 are interpreted in accordance with the CCPA.