Data Processing Addendum
Unless otherwise defined herein, all capitalized terms defined in the Terms of Service shall have the same meaning herein.
By using the Services, you accept this DPA, and you represent and warrant that you have full authority to bind to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have the authority to bind other entities, please do not provide Personal Data to us.
In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.
- The terms, “Controller“, “Data Subject“, “Member State“, “Processor“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR. For clarification, the Customer and/or the Applicant shall be deemed the “Controller” for this DPA as applicable.
- “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and the United States of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the GDPR, the UK GDPR, as applicable to the Processing of Personal Data hereunder and in effect at the time of Processor’s performance hereunder.
- “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
- “GDPR” 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 (General Data Protection Regulation).
- “Personal Data” or “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person, to the extent such information is processed by FRNZX under this DPA and the Agreement.
- “Services” means the services provided by FRNZX.
- “Security Measures” means the security measures applicable to the Services, as updated from time to time.
- “Sensitive Data” means Personal Data that is protected under a special legislation and requires unique treatment, such as “special categories of data”, “sensitive data” or other materially similar terms under applicable Data Protection Laws.
- “Standard Contractual Clauses” shall mean (i) the standard contractual clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”); or (ii) where the UK GDPR applies, the International Data transfer Addendum to the EU SCCs issued by the Information Commissioner’s Office in the UK.
- “Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of FRNZX.
- “UK GDPR” means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).
PROCESSING OF PERSONAL DATA
- Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data performed: (i) the Applicant is the Controller of Personal Data; and (ii) FRNZX is the Processor of such Personal Data. The “Controller” and “Processor” respectively.
- Controller’s Processing of Personal Data. Controller, in its use of the Service, with its instructions to the Processor, shall comply with Data Protection Laws. Controller shall establish and have any and all required legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorize the Processing by Processor, and for Processor’s Processing activities on the Controller’s behalf.
- Processor’s Processing of Personal Data. When Processing on the Controller’s behalf under the Agreement, Processor shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Controller as part of its provision of the services; (iii) Processing to comply with Controller’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement, regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder; (v) Processing as required under the laws applicable to Processor, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Processor shall inform the Controller of the legal requirement before Processing, unless such law or order prohibit such disclosure.
- Details of the Processing. The subject-matter of Processing of Personal Data by Processor is the performance of the Service pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.
- Sensitive Data. The Parties agree that any Processing of Sensitive Data will be in accordance with the provisions of the GDPR.
DATA SUBJECT REQUESTS
- The Data Subjects shall notify Processor if they want to exercise their rights (to the extent available to them under applicable Data Protection Laws) of access, right to rectification, restriction of Processing, erasure, data portability, objection to the Processing, their right not to be subject to automated individual decision making, to opt-out of the sale of Personal Information, or the right not to be discriminated against (“Data Subject Request”). Taking into account the nature of the Processing, Processor shall assist the Data Subject, insofar as this is possible and reasonable, and to respond to a Data Subject Request under Data Protection Laws. Processor may advise Data Subjects on available features for self-exercising their Data Subject Requests through the Services (where appropriate).
- It is hereby clarified that after the Applicant approves the transfer of the Information to the Financial Institution, the Processing will cease.
- Processor shall ensure that its personnel and advisors engaged in the Processing of Personal Data have committed themselves to confidentiality.
- Appointment of Sub-processors. Controller acknowledges and agrees that Processor may engage third-party Sub-processors in connection with the provision of the Service.
- List of Current Sub-processors and Notification of New Sub-processors.
- Processor makes available to the Controller the current list of Sub-Processors used by Processor to process Personal Data via https://frnzx.io/privacy-subprocessors/. Such Sub-processor list includes the identities of those Sub-processors and the entity’s country (“Sub-Processor List”). The Sub-Processor List as of the date of first use of the Service by Controller is hereby deemed authorized upon first use of the Services.
- The Processor shall update the Sub-Processor List upon its engagement with any new Sub-processor(s) that will Process Personal Data in connection with the provision of the Services, along with the revision of the “Last Updated” date at the top of the Sub-processor List. It is the Controller’s responsibility to review the Sub-Processor List regularly to be updated about such new Sub-processors.
- Objection to New Sub-processors. If Controller reasonably objects to Processor’s use of a new Sub-processor, for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor, Controller may, as a sole remedy, terminate the applicable Agreement and this DPA, by providing written notice to Processor. All amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to the Processor. The Controller will have no further claims against the Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.
- Agreements with Sub-processors. Processor has entered into a written agreement with each Sub-processor containing safeguards for the protection of Personal Data. Where a Sub-processor fails to fulfil its data protection obligations concerning its processing of Personal Data, Processor shall remain responsible for the performance of the Sub-processor’s obligations.
SECURITY & AUDITS
- Controls for the Protection of Personal Data. Processor shall maintain industry-standard technical and organizational measures for protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data, confidentiality and integrity of Personal Data), as may be amended from time to time. Upon the Controller’s reasonable request, Processor will reasonably assist Controller, at Controller’s cost and subject to the provisions of Section 6.2 below, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to Processor.
- Audits and Inspections. Upon Controller’s prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Controller, Processor shall make available to Controller (or Controller’s independent, reputable, third-party auditor that is not in conflict with Processor, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them (provided, however, that the documents reflecting the outcome of the audit shall only be used by Controller to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party). Upon Processor’s first request, Controller shall return all records or documentation in its possession or control provided by Processor in the context of the audit).
- In the event of an audit as set forth above, Controller shall ensure that it will not cause (or, if it cannot avoid, minimize) any damage or disruption to Processor’s premises, equipment, personnel and business while conducting such audit.
DATA INCIDENT MANAGEMENT AND NOTIFICATION
- Processor maintains security incident management policies and procedures and, to the extent required under applicable Data Protection Laws, shall notify Controller without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed by Processor on behalf of the Controller (a “Data Incident”). Processor shall make reasonable efforts to identify and take those steps as Processor deems necessary and reasonable in order to remediate and/or mitigate the cause of such Data Incident to the extent the remediation and/or mitigation is within Processor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Controller or anyone who uses the Services on Controllers’ behalf. Controller will not make, disclose, release or publish any finding, notice, press release or report concerning any Data Incident which directly or indirectly identifies Processor (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without Processor’s prior written approval, unless, and solely to the extent that, Controller is compelled to do so pursuant to applicable Data Protection Laws. In the latter case, unless prohibited by such laws, Controller shall provide Processor with reasonable prior written notice to provide Processor with the opportunity to object to such disclosure and in any case Controller will limit the disclosure to the minimum scope required.
RETURN AND DELETION OF PERSONAL DATA
- Following termination of the Agreement and subject thereto, Processor shall, at the choice of Controller, delete or return to Controller all the Personal Data it Processes solely on behalf of the Controller, and Processor shall delete existing copies of such Personal Data unless Data Protection Laws require otherwise. To the extent authorized or required by applicable law, Processor may also retain one copy of the Personal Data solely for evidence purposes and/or for the defense of legal claims and/or for compliance with legal obligations.
- The Processor will delete the Personal Data in the following scenarios: (i) when we have collected and analyzed the data and provided it to the Financial Institution; (ii) when the Applicant did not finalize the request within four (4) weeks since the request has received; (iii) when the Applicant explicitly requested the Processor to (before the Applicants formally submitted the information and We transferred it to the Financial Institution).
CROSS-BORDER DATA TRANSFERS
- Transfers from the EEA, the United Kingdom and Switzerland to countries that offer adequate level of data protection. Personal Data may be transferred from EU Member States, the three other EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), the United Kingdom (“UK”) and Switzerland to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission, the UK, and/or Switzerland (“Adequacy Decisions”), as applicable, without any further safeguard being necessary.
- Transfers from the EEA, the United Kingdom and Switzerland to other countries. If the Processing of Personal Data by Processor includes a transfer (either directly or via onward transfer) from the EEA (“EEA Transfer”), the UK (“UK Transfer”), and/or Switzerland (“Swiss Transfer”) to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transfer of personal data (as defined in the GDPR, the UK GDPR, the FADP, as relevant) outside the EEA, the UK or Switzerland, as applicable, then (i) the terms set forth in the Standard Contractual Clauses (EEA Cross Border Transfers) shall apply to any such EEA Transfer; (ii) the terms set forth in Annex III (UK Cross Border Transfers) shall apply to any such UK Transfer (“UK Addendum”); (iii) the terms set forth in Annex IV (Swiss Cross Border Transfers) shall apply to any such Swiss Transfer; and (iv) the terms set forth in Annex V (Additional Safeguards) shall apply to any such transfers.
- Data Protection Impact Assessment and Prior Consultation. Upon Controller’s reasonable request, Processor shall provide to Controller, at Controller’s cost, with reasonable cooperation and assistance needed to fulfil Controller’s obligation under the GDPR or the UK GDPR (as applicable) to carry out a data protection impact assessment related to Controller’s use of the Service, to the extent Controller does not otherwise have access to the relevant information, and to the extent such information is available to Processor. Processor shall provide, at Controller’s cost, reasonable assistance to Controller in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 10.1, to the extent required under the GDPR or the UK GDPR, as applicable.
- Each Party may by at least forty-five (45) calendar days’ prior written notice to the other Party, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of Controller Personal Data to be made (or continue to be made) without breach of those Data Protection Laws. Pursuant to such notice: (a) The Parties shall make commercially reasonable efforts to accommodate such modification requested by Controller or that Processor believes is necessary; and (b) Controller shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein at Controller’s request. The Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Controller’s or Processor’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Controller or Processor may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof). Controller will have no further claims against Processor (including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as described in this Section.
SCHEDULE 1 – DETAILS OF THE PROCESSING
Nature and Purpose of Processing
- Providing the Service to Customer and/or the Applicant, as applicable;
- Performing the Agreement, this DPA and/or other contracts executed by the Parties;
- Processing Personal Data according to the Controller’s instructions and the terms of the Agreement;
- Sharing Personal Data with third parties pursuant to the Services and/or following the Customer and/or the Applicant’s instructions;
- Complying with applicable laws and regulations;
- All tasks related to any of the above.
Duration of Processing
Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Processor will Process Personal Data pursuant to the DPA and Agreement for the duration of the Agreement, unless otherwise agreed upon in writing.
Type of Personal Data
The Personal Data processed may consist of full name, verification information (such as passport number, driver’s license number or Government-issued identity card number, residential address, contact details (e.g., email address, telephone number, etc.), password, when applicable, financial account information and/or credit card details, including account details (account number, account owner name, and identification, account opening date), information about your source of funds, assets, and liabilities, trading account balances and trading activity or access to view these details from your account provider and other electronic data submitted, stored, sent, or received by the Data Subjects.
Categories of Data Subjects
The Data Subjects are the Customer and/or the Applicant, as applicable.