Data processing agreement for provision of cloud hosting services
This data processing agreement (“Agreement”) is made between Apteco Limited of Tink-a-Tank House, 21 Jury Street, Warwick, CV34 4EH, United Kingdom (“Apteco”) and the organisation that you represent and which is the data controller of the Salesforce Sales Cloud data to be loaded into a trial instance of Apteco software (“the Trialist Organisation", “you” or “your”).
Apteco offers the Trialist Organisation temporary free of charge use of Apteco software (“Software”) utilising cloud hosting services. The Trialist Organisation’s data will be retrieved from a Salesforce Sales Cloud system once you provide your credentials. This data will be used automatically to build an Apteco system that you may access via a web browser ("Trial System"). The Trial System will automatically end after 14 days unless an extension of the trial or paid use of the Software is agreed with Apteco or you request an earlier cancellation.
The Trial System will operate on the following terms:
1) Apteco warrants and undertakes that it will comply with the requirements of data protection laws and regulations including the Data Protection Act 2018 of the United Kingdom which implements EU Regulation 2016/679 (the General Data Protection Regulation 2016 or “GDPR”) and shall apply the same principles to data from other jurisdictions. For details of Apteco’s privacy policy, visit www.apteco.com/privacy-policy. Apteco shall exclusively process personal data or personally identifiable information (“Personal Data”) for you in accordance with the provisions of this Agreement and your instructions. Such instructions shall be given through operation of the Trial System or by email to cloud.support@apteco.com. Apteco shall inform you promptly if, in its opinion, an instruction from you infringes applicable data protection law.
2) You instruct Apteco to deploy a cloud hosting environment using a cloud infrastructure provider of Apteco’s choice (“Cloud Provider”). Such Cloud Provider shall be subject to a sub data processing agreement with Apteco sufficient to enable Apteco to fulfil the obligations of this Agreement. Apteco shall list all Cloud Providers it uses at www.apteco.com/sub-data-processors and shall identify which Cloud Provider and which data jurisdiction is used for the sub-domain identified in the specific links provided to you to access the Trial System. You may access this Trial System via a web browser using the specific links provided by Apteco at the start of the trial period and by no other manner.
3) Apteco acknowledges that any Personal Data received from you shall constitute your confidential and proprietary information and that its use and security is governed by law. Without prejudice to the generality of paragraph 1 in this Agreement, Apteco shall therefore treat the Personal Data accordingly and without limitation agrees and warrants that:
a) it will keep Personal Data confidential and only process the Personal Data in accordance with the provision of a trial instance of the Software or otherwise for the purposes set out in instructions received from time to time from you.
b) it has and will always during the term of this agreement have, appropriate technical and organisational measures in place acceptable to you to protect any Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. These include i) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; ii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; iii) a process for regularly assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. Apteco shall be entitled to make changes to the technical and organisational measures at any time, provided such modification is reasonable considering your interest and does not cause the level of protection to fall below the standard laid down.
c) it will take all reasonable steps to ensure the reliability of any of Apteco’s staff who will have access to Personal Data, and that Personal Data will only be available to such staff members who need to have access to it and have been trained to a suitable standard for compliance with this Agreement and applicable laws and have been informed of the confidentiality of the Personal Data. Apteco staff shall only access Personal Data following your instructions or for diagnostic purposes.
d) it shall deal promptly and properly with all enquiries from you relating to its processing or use of the Personal Data.
e) it will notify you forthwith if a legally binding request for disclosure of the Personal Data is made, or if the subject of any Personal Data ("Data Subject") makes a request for disclosure of the Personal Data or exercises any of a Data Subject's other rights under the Data Protection Legislation in respect of his/her Personal Data. Apteco will not respond to any such Data Subject request without your prior written consent.
f) it will, in any of the circumstances in clause e) above or if you are required to deal with any assessment, enquiry, notice, investigation or Data Subject request under the Data Protection Legislation, cooperate and provide reasonable assistance and information as requested by you to enable you to comply with all your obligations under the Data Protection Legislation.
g) it will notify you without undue delay if it becomes aware of a Personal Data breach.
4) At the end of the trial period or on your request, Apteco shall delete any Personal Data that you have provided to Apteco in connection with this Agreement or which Apteco has created in connection with its processing activities hereunder, unless Apteco is legally obliged to retain it.
5) Nothing in this Agreement shall require Apteco to remove Personal Data held on cloud backup media, which shall be held as confidential information until overwritten in the normal cycle of the backup process or otherwise destroyed.
6) In the event of any conflict between this Agreement and any other agreement between the parties, this Agreement shall prevail unless the parties expressly agree otherwise in writing.
7) You warrant that you are an authorised representative of the Trialist Organisation which is the data controller of the Salesforce Sales Cloud account used for the Trial System and that you have authority to upload the data from your Salesforce Sales Cloud to the Apteco trial instance for the purpose of testing the Software.
8) This Agreement is governed by the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts.