Effective: January 14, 2021
This Data Processing Addendum ("DPA") is incorporated into, and is subject to the terms and conditions of, the Agreement between Bbot, Inc. (“Bbot”) and the customer entity that is a party to the Agreement (“Customer”) for the provision of Bbot services (“Services”) under which Bbot Processes Customer Personal Data that is subject to the Data Protection Legislation (as defined below). This DPA shall be effective for the term of the Agreement.
1.1. For the purposes of this DPA:
1.1.1. “Agreement” means Bbot Merchant Terms and Conditions, or other written or electronic agreement, which govern the provision of the Services to Customer, as such terms or agreement may be updated from time to time;
1.1.2. “CCPA” means the California Consumer Privacy Act and implementing regulations, as may be amended from time to time;
1.1.3. “Controller” means the entity which determines the purposes and means of the Processing of Personal Data, including a “business” as defined by the CCPA;
1.1.4. “Customer Personal Data” means the Personal Data described under Section 2 of this DPA, in respect of which the Customer is the Controller;1.1.5. “Data Protection Legislation” means all applicable legislation relating to data protection and privacy including without limitation the GDPR, together with any national implementing laws in any Member State of the European Union, the United Kingdom (“UK”) Data Protection Act 2018 and the CCPA, each as amended, repealed, consolidated or replaced from time to time;
1.1.6. “GDPR” means the General Data Protection 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;
1.1.7. “Personal Data”, “Data Subject”, “Personal Data Breach”, “Processing” will each have the meaning given to them in the GDPR;
1.1.8. “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA; and
1.1.9. “Standard Contractual Clauses” means the standard contractual clauses approved pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, attached hereto as Schedule 1. 1.2. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.
2.1. Categories of Data Subjects. This DPA applies to the Processing of Customer Personal Data relating to Customer’s End Users.
2.2. Types of Personal Data. Customer may upload, submit or otherwise provide certain Personal Data to the Services, the extent of which is typically determined and controlled by Customer in its sole discretion, and may include Data Subjects’ contact information, information about orders placed by Data Subjects (including history of orders), demographic information and seating or eating preferences, including food allergies and dietary restrictions.
2.3. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Customer Personal Data by Bbot is the provision of the Services to the Customer that involves the Processing of Customer Personal Data. Customer Personal Data will be subject to those Processing activities which Bbot needs to perform in order to provide the Services pursuant to the Agreement and any applicable statement of work.
2.4. Purpose of the Processing. Customer Personal Data will be Processed by Bbot for purposes of providing the Services set out into the Agreement and any applicable statement of work.
2.5. Duration of the Processing. Customer Personal Data will be Processed for the duration of the Agreement, subject to Section 10 of this DPA.
3.1. The provisions in this Section
3.1. shall apply to the extent Bbot’s processing of Customer Personal Data is subject to the GDPR or the UK Data Protection Act 2018:
3.1.1. The parties acknowledge and agree that Customer is the Controller of Customer Personal Data and the Bbot is the Processor of that data. Bbot will only Process Customer Personal Data as a Processor on behalf of and in accordance with the Customer’s prior written instructions, including with respect to transfers of personal data. Bbot is hereby instructed to Process Customer Personal Data to the extent necessary to enable Bbot to provide the Services in accordance with the Agreement.
3.1.2. If Bbot cannot process Customer Personal Data in accordance with Customer’s instructions due to a legal requirement under any applicable laws of the European Union, its Member States or the United Kingdom, Bbot will (i) promptly notify the Customer of such inability, providing a reasonable level of detail as to the instructions with which it cannot comply and the reasons why it cannot comply, to the greatest extent permitted by applicable law; and (ii) cease all Processing of the affected Customer Personal Data (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as the Customer issues new instructions with which Bbot is able to comply. If this provision is invoked, Bbot will not be liable to the Customer under the Agreement for failure to perform the Services until such time as the Customer issues new instructions.
3.1.3. To the extent that Bbot is a recipient of Customer Personal Data originating from the EEA or the UK in a country outside of the EEA or the UK that is not recognized as providing an adequate level of protection for Personal Data (as described in the Data Protection Legislation), the parties agree to be bound by the Standard Contractual Clauses as attached to this DPA as Schedule 1. By entering into the Agreement which incorporates this DPA, the parties agree to be bound by the provisions of the Standard Contractual Clauses, to the extent applicable. The Standard Contractual Clauses shall automatically terminate once the Customer Personal Data transfer governed thereby becomes lawful under Chapter V of the GDPR (or equivalent provisions of the Data Protection Law) in the absence of such Standard Contractual Clauses on any other basis.
3.2. To the extent Bbot’s Processing of Customer Personal Data is subject to the CCPA, Bbot shall not (1) retain, use, or disclose Customer Personal Data other than as provided for in the Agreement, as needed to perform the Services, to build or improve the quality of the Services, to detect security incidents, to protect against fraudulent or illegal activity, to retain Sub-Processors in compliance with Section 6, or as otherwise permitted by the CCPA; and (2) sell (as defined in the CCPA) Customer Personal Data.
3.3. Each of the Customer and the Bbot will comply with their respective obligations under the Data Protection Legislation. Customer shall ensure that Customer has obtained (or will obtain) all rights and consents (if required) which are necessary for Bbot to Process Customer Personal Data in accordance with this DPA.
4.1. Bbot will ensure that any person whom Bbot authorizes to Process Customer Personal Data on its behalf is subject to confidentiality obligations in respect of that Customer Personal Data.
5.1. Bbot will implement appropriate technical and organisational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data (described under Appendix 2 to the Standard Contractual Clauses).
5.2. Bbot will, at the Customer’s request and subject to the Customer paying all of Bbot’s fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance as necessary for the fulfilment of the Customer’s obligation to keep Customer Personal Data secure.
6.1. Customer authorizes Bbot to appoint sub-Processors to perform specific services on Bbot’s behalf which may require such sub-Processors to Process Customer Personal Data. For the avoidance of doubt, the above authorization constitutes Customer’s prior written consent to the sub-Processing by the Bbot for purposes of Clause 11 of the Standard Contractual Clauses. Bbot will inform Customer of any intended changes concerning the addition or replacement of any sub-Processors and Customer will have an opportunity to object to such changes on reasonable grounds within fifteen (15) business days after being notified. If the parties are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party.
6.2. Bbot will enter into a written agreement with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Bbot under this DPA. Where any of its sub-Processors fails to fulfil its data protection obligations, Bbot will be liable to the Customer for the performance of its sub-Processors’ obligations.
6.3. The parties agree that the copies of the Sub-processor agreements that must be provided by Bbot to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses, if applicable, may have commercial information or clauses unrelated to the Standard Contractual Clauses, removed by Bbot beforehand; and, that such copies will be provided by Bbot, in a manner to be determined in its discretion, only upon Customer’s written request.
6.4. Bbot may disclose Customer Personal Data to other Processors for the Controller, in accordance with the instructions provided by the Controller, such as third parties providing other services that a Customer may choose to integrate with the Services. If the Customer has separately entered into an agreement with the relevant third party, such third party shall not be considered a sub-Processor to Bbot pursuant to this Section 6.
7.1. Bbot will promptly notify Customer of any request received directly by Bbot from Data Subjects. Bbot will, at the Customer’s request and subject to the Customer paying all of Bbot’s fees at prevailing rates, and all expenses, provide the Customer with assistance necessary for the fulfilment of the Customer’s obligation to respond to requests for the exercise of Data Subjects’ rights. Customer shall be solely responsible for responding to such requests.
8.1. Bbot will notify the Customer as soon as practicable after it becomes aware of any Personal Data Breach affecting any Customer Personal Data. At the Customer’s request and subject to the Customer paying all of Bbot’s fees at prevailing rates, and all expenses, Bbot will promptly provide the Customer with all reasonable assistance necessary to enable the Customer to notify relevant security breaches to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under the GDPR. Customer is solely responsible for complying with Personal Data Breach notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach.
9.1. Bbot will, at the Customer’s request and subject to the Customer paying all of Bbot’s fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance to facilitate conducting data protection impact assessments and consultation with data protection authorities, if the Customer is required to engage in such activities under the GDPR, and solely to the extent that such assistance is necessary and relates to the Processing by the Bbot of the Customer Personal Data, taking into account the nature of the Processing and the information available to the Bbot.
10.1. Bbot will return or delete, at Customer’s choice, Customer Personal Data to the Customer after the end of the provision of Services relating to the Processing, and delete existing copies unless the applicable law of the European Union, its Member States or the United Kingdom requires storage of the data. The parties agree that certification of deletion of Customer Personal Data as described in Clause 12(1) of the Standard Contractual Clauses, if applicable, shall be provided only upon Customer’s request.
11.1. The Bbot will, at Customer’s request and subject to the Customer paying all of Bbot’s fees at prevailing rates, and all expenses, provide the Customer with all information necessary to enable the Customer to demonstrate compliance with its obligations under the GDPR, and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, to the extent that such information is within Bbot’s control and Bbot is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses, if applicable, shall be performed in accordance with this Section Error: Reference source not found. Bbot will immediately inform Customer if, in its opinion, an instruction from Customer infringes the GDPR or other data protection provisions of the European Union, its Member States or the United Kingdom.
12.1. Each party’s liability towards the other party under or in connection with this DPA will be limited in accordance with the provisions of the Agreement. 12.2. The Customer acknowledges that the Bbot is reliant on the Customer for direction as to the extent to which Bbot is entitled to Process Customer Personal Data on behalf of Customer in performance of the Services. Consequently the Bbot will not be liable under the Agreement for any claim brought by a Data Subject arising from any action or omission by the Bbot, to the extent that such action or omission resulted from the Customer’s instructions or from Customer’s failure to comply with its obligations under the applicable data protection law.
13.1. With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA shall prevail. SCHEDULE 1
Commission Decision C(2010)593 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 organization: Customer (the data exporter) And Name of the data importing organization: Bbot (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 subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor 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 organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
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.
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 organizational 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, unauthorized 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 subprocessor 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 subprocessing 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 subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor 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).
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 subprocessing, 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 subprocessing, it has previously informed the data exporter and obtained its prior written consent; (i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; (j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
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.
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The data exporter is the entity identified as “Customer” in the DPA.
The data importer is the entity identified as “Bbot” in the DPA.
The personal data transferred concern the following categories of data subjects (please specify): Data subjects are defined in Section 2.1 of the DPA.
The personal data transferred concern the following categories of data (please specify): Categories of personal data are defined in Section 2.2 of the DPA.
The personal data transferred concern the following special categories of data (please specify): Depending on a Customer’s configuration of the Services, a Customer may upload, submit or otherwise provide certain data to the Services that could be considered special categories of Personal Data under the Data Protection Legislation, such as information about food allergies or dietary restrictions.
The personal data transferred will be subject to the following basic processing activities (please specify): The processing activities defined in Section 2 of the DPA and in the Agreement.
Please contact us at firstname.lastname@example.org to report any violations of these Terms or to pose any questions regarding these Terms or the Service.