ReloQuest® Data Processing Addendum

This Data Processing Addendum (“Addendum”) is hereby incorporated into and made a part of the Service Agreement (“Service Agreement”) by and between ReloQuest and the applicable Requestor or Supplier (each, a “Customer”) to such Service Agreement by this reference as if fully set forth in such Service Agreement. Among other things, this Addendum governs the applicable processing and transfer of personal data between ReloQuest and Customer pursuant to Article 28 of the EU General Data Protection Regulation 2016/679

BY CLICK-ACCEPTING OR OTHERWISE ACCEPTING THIS ADDENDUM, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU HAVE READ AND UNDERSTAND THIS ADDENDUM; (B) YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT; (C) YOU ARE AUTHORIZED TO ACCEPT THIS ADDENDUM ON BEHALF OF THE CUSTOMER FOR WHOM YOU ARE AN ADMINISTRATOR; AND (D) YOU ARE ACCEPTING THIS ADDENDUM ON BEHALF OF SUCH CUSTOMER. IF YOU DO NOT AGREE TO ALL OF THIS ADDENDUM, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.

1. Definitions

   1. For purposes of this Addendum, the following capitalized terms have the meanings set forth below. Capitalized terms used, but not defined, in this Addendum have the meaning set forth in the Service Agreement:
      1. “Affiliate” means an entity which Processes any Personal Data, or which is otherwise considered a controller or processor under the GDPR as related to any Personal Data, and which owns or controls, is owned or controlled by or is or under common control or ownership with a Party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
      2. “Contracted Processor” means Processor and/or Subprocessor, as applicable;
      3. “Controller” means the Party and/or Affiliate(s), as applicable determined by the provisions of the GDPR as applied to each individual act of Processing, which determine(s) the purposes and means of the Processing of Personal Data;
      4. “Data Protection Laws” means, to the extent applicable, the EU Data Protection Laws and the US Data Protection Laws;
      5. “EEA” means the European Economic Area;
      6. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR, as well as the UK Data Protection Act 2018;
      7. “GDPR” means EU General Data Protection Regulation 2016/679;
      8. “Party” means each of ReloQuest and Customer;
      9. “Personal Data” shall have the same meaning as defined in the GDPR, except that Personal Data as used in this Addendum shall only refer to Personal Data which has been, or is intended to be, Processed by a Contracted Processor pursuant to or in connection with the Service Agreement;
      10. “Processor” means the Party and/or Affiliate(s), as applicable determined by the provisions of the GDPR as applied to each individual act of Processing, which Process(es) Personal Data on behalf of the Controller;
      11. “Restricted Transfer” means a transfer of Personal Data between Controller and Processor, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses;
      12. “Services” means, as applicable, (1) the services and other activities to be supplied to or carried out by or on behalf of Customer for ReloQuest pursuant to the Service Agreement; and/or (2) the services and other activities to be supplied to or carried out by or on behalf of ReloQuest for Customer pursuant to the Service Agreement;
      13. “Standard Contractual Clauses” means the standard contractual clauses for EU controller to non-EU processor transfers approved by the European Commission in decision 2010/87/EU, as amended pursuant to Section 13.4, where Appendix 1 and Appendix 2 of the Standard Contractual Clauses are set forth as Section 15 and Section 16, respectively;
      14. “Subprocessor” means any person or entity (including any third party and any Processor Affiliate, but excluding an employee or sub-contractor of Processor) appointed by or on behalf of Processor to Process the Personal Data in connection with the Service Agreement; and
      15. “US Data Protection Laws” means the state and federal data protection or privacy laws, rules and regulations of the United States, including, without limitation, the California Consumer Privacy Act of 2018, California Civil Code § 1798.100 et seq. (“California Consumer Privacy Act” or “CCPA”) and any regulations issued pursuant thereto, and the California Privacy Rights Act of 2020, California Civil Code § 1798.100 et seq. (“California Privacy Rights Act” or “CPRA”) and any regulations issued pursuant thereto.
   2. The terms, “Commission”, “Data Subject”, “Member State”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as defined in the GDPR, and their cognate terms shall be construed accordingly.

2. Authority

   Each Party represents and warrants that, before any Affiliate of such Party Processes any Personal Data, such Party’s entry into this Addendum as agent for and on behalf of such Affiliate will have been duly and effectively authorized (or subsequently ratified) by such Affiliate.

3. Processing of the Personal Data

   1. Processor shall:
      1. comply with all applicable Data Protection Laws in the Processing of the Personal Data;
      2. not Process the Personal Data other than on Controller’s documented instructions and consistent with the restrictions and limitations on Controller set forth in the Service Agreement, unless Processing is required by Data Protection Laws to which Processor is subject, in which case Processor shall, to the extent permitted by such Data Protection Laws, inform Controller of such legal requirement before the relevant Processing of such Personal Data;
      3. not retain, use, or disclose any Personal Data received through the Service for any purpose other than for the specific purpose of performing an obligation related to the Service and at all times consistent with the Service Agreement and this Addendum;
      4. not sell or otherwise share (as those words are defined by the CCPA and CPRA) any Personal Data received through the Service;
      5. provide reasonable assistance to the Controller in facilitating compliance with consumer privacy rights requests;
      6. maintain privacy and data security practices and procedures at least as stringent as the practices and procedures set forth in this Addendum; and
      7. understand these restrictions and obligations and comply with them.
   2. Controller instructs Processor (and authorizes Processor to instruct each Subprocessor) to:
      1. Process the Personal Data; and
      2. in particular, transfer the Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Service Agreement.

4. Contracted Processor Personnel

   Processor shall be responsible for any employee, agent or contractor of any Contracted Processor who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Personal Data, as strictly necessary for the purposes of the Service Agreement, and to comply with Data Protection Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

5. Security

   1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
   2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by the Processing, in particular from a Personal Data Breach.

6. Subprocessing

   1. Controller authorizes Processor and each Subprocessor appointed in accordance with this Section 6 to appoint Subprocessors in accordance with this Section 6 and any restrictions in the Service Agreement.
   2. Processor may continue to use those Subprocessors already engaged by Processor as at the date the Service Agreement are click-accepted, subject to Processor in each case as soon as practicable meeting the obligations set out in Section 6.4.
   3. Processor shall give Controller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within 30 days of receipt of that notice, Controller notifies Processor in writing of any objections (on reasonable grounds) to the proposed appointment:
      Processor shall not appoint (nor disclose any Personal Data to) the proposed Subprocessor except with the prior written consent of Controller.
   4. With respect to each Subprocessor, Processor shall:
      1. before the Subprocessor first Processes the Personal Data (or, where relevant, in accordance with Section 6.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for the Personal Data required by the Service Agreement;
      2. ensure that the arrangement between on the one hand (a) Processor, or (b) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for the Personal Data as those set out in this Addendum, as referred to in Article 28(3) of the GDPR;
      3. if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between on the one hand (a) Processor, or (b) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, or before the Subprocessor first Processes the Personal Data procure that it enters into an agreement incorporating the Standard Contractual Clauses with Controller; and
      4. provide to Controller for review such copies of the Contracted Processors’ agreements with the Subprocessor (which may be redacted to remove confidential information, commercial information, and any other information not relevant to the requirements of this Addendum) as Controller may request from time to time.
   5. Processor shall ensure that each Subprocessor performs the obligations under Sections 3.1, 4, 5, 7.1, 8.2, 9, 10 and 11 as they apply to Processing of the Personal Data carried out by such Subprocessor, as if such Subprocessor were party to this Addendum in place of Processor.

7. Data Subject Rights

   1. Taking into account the nature of the Processing of the Personal Data, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller’s obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
   2. Processor shall:
      1. promptly notify Controller if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of the Personal Data; and
      2. ensure that the Contracted Processor does not respond to any request except on the documented instructions of Controller or as required by Data Protection Laws to which the Contracted Processor is subject, in which case Processor shall, to the extent permitted by Data Protection Laws, inform Controller of such legal requirement before the Contracted Processor responds to the request.

8. Personal Data Breach

   1. Processor shall notify Controller without undue delay upon any Contracted Processor becoming aware of a Personal Data Breach affecting the Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Such notification shall at a minimum:
      1. describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;
      2. communicate the name and contact details of Processor’s data protection officer or other relevant contact from whom more information may be obtained;
      3. describe the likely consequences of the Personal Data Breach; and
      4. describe the measures taken or proposed to be taken to address the Personal Data Breach.
   2. Processor shall cooperate with Controller and take such reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach affecting the Personal Data.

9. Data Protection Impact Assessment and Prior Consultation

   Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required of Controller by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to the Processing of the Personal Data by, and taking into account the nature of the Processing and information available to, the applicable Contracted Processor(s).

10. Deletion or Return of the Personal Data

    1. Subject to Sections 10.2 and 10.3, Processor shall promptly and in any event within thirty (30) days of the date of cessation of any Services involving the Processing of the Personal Data (“Cessation Date”), delete and procure the deletion of all copies of such Personal Data.
    2. Subject to Section 10.3, Controller may in its absolute discretion by written notice to Processor within thirty (30) days of the Cessation Date require Processor to (a) return a complete copy of all Personal Data to Controller by secure file transfer in such format as is reasonably notified by Controller to Processor; and (b) delete and procure the deletion of all other copies of Personal Data Processed by any Contracted Processor. Processor shall comply with any such written request within thirty (30) days of the Cessation Date.
    3. Each Contracted Processor may retain Personal Data to the extent required by Data Protection Laws and only to the extent and for such period as required by Data Protection Laws and always provided that Processor shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the Data Protection Laws requiring its storage and for no other purpose.
    4. Processor shall provide written certification to Controller that Processor has fully complied with this Section 10 within thirty (30) days of the Cessation Date.

11. Audit Rights

    1. Subject to Sections 11.2 and 11.3, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Personal Data by the Contracted Processors.
    2. Information and audit rights of Controller only arise under Section 11.1 to the extent that the Service Agreement does not otherwise give Controller information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, Article 28(3)(h) of the GDPR).
    3. Controller shall give Processor reasonable notice of any audit or inspection to be conducted under Section 11.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors’ premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
       1. to any individual unless he or she produces reasonable evidence of identity and authority;
       2. outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Controller has given notice to Processor that this is the case before attendance outside those hours begins; or
       3. for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any calendar year, except for any additional audits or inspections which:
          1. Controller reasonably considers necessary because of genuine concerns as to Contracted Processor’s compliance with this Addendum; or
          2. Controller is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,

          where Controller has identified its concerns or the relevant requirement or request in its notice to Processor of the audit or inspection.

12. Restricted Transfers

    1. Subject to Section 12.3, Customer and/or each Customer Affiliate, as applicable, (as “data exporter”) and ReloQuest (as “data importer”) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from Customer or Customer Affiliate, as applicable, to ReloQuest.
    2. The Standard Contractual Clauses shall come into effect under Section 12.1 on the later of:
       1. the data exporter becoming a party to them;
       2. the data importer becoming a party to them; and
       3. commencement of the relevant Restricted Transfer.
    3. Section 12.1, the Standard Contractual Clauses, Section 15, and Section 16 shall be removed from this Addendum, shall be of no effect, and shall not apply to a Restricted Transfer, unless the effect of Section 12.1, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow a Restricted Transfer to take place without breach of applicable Data Protection Law.

13. General Terms

    1. Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses, as applicable:
       1. the Parties hereby submit to the choice of jurisdiction stipulated in the Service Agreement with respect to any disputes or Claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
       2. this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Service Agreement.
    2. Nothing in this Addendum reduces either Party’s obligations under the Service Agreement in relation to the protection of Personal Data or permits either Party to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Service Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, if applicable, this Addendum shall prevail.
    3. Subject to Section 13.2, with regard to the subject matter of this Addendum only, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the Parties, including the Service Agreement and including (except where explicitly agreed otherwise in writing, accepted on behalf of the Parties) agreements entered into or purported to be entered into after the date the Service Agreement is click-accepted, the provisions of this Addendum shall prevail
    4. Either Party may, by at least thirty (30) calendar days’ written notice to the other Party, from time to time make any variations to the Standard Contractual Clauses, if applicable, as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law. If either Party gives any such notice, the receiving Party shall promptly cooperate (and ensure that any affected Subprocessors promptly cooperate) to ensure that equivalent variations are made to any agreement put in place under Section 6.4.3.
    5. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
    6. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single document. This Addendum may be executed in electronic format by click-accepting the Service Agreement. Each Party reserves the right to maintain an executed copy of this Addendum in electronic form only, and each Party hereby agrees that a print-out of such electronic form of this Addendum will be deemed an original for all purposes relating to the enforceability of this Addendum.
    7. ReloQuest may amend and update this Addendum at any time and from time to time by posting such amendments on this web page and either providing notice to the last e-mail address you provided to us or providing you with notice by other similar means.
    8. Section 10 of this Addendum and, if applicable, Clause 12 of the Standard Contractual Clauses, and all rights and duties thereunder shall forever survive any termination or expiration of this Addendum.

14. Details of Processing of the Personal Data

    1. This Section 14 sets out certain information regarding the Contracted Processors’ Processing of the Personal Data as required by Article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Either Party may make reasonable amendments to this Section 14 by written notice to the other Party from time to time as the noticing Party reasonably considers necessary to meet those requirements. Nothing in this Section 14 (including as amended) confers any right or imposes any obligation on either Party or their Affiliates.
       1. Subject matter and duration of the Processing of the Personal Data – Set forth in the Service Agreement and this Addendum.
       2. The nature and purpose of the Processing of the Personal Data – Providing corporate and private temporary housing sourcing services.
       3. The types of Personal Data to be Processed – Name, address, phone number, email address, citizen identification, employee identification number, date of birth, and marital status.
       4. The categories of Data Subject to whom the Personal Data relates – (i) Employees of Customers who provide their information through the ReloQuest Service on behalf of the applicable Customer; (ii) Owners and/or managers of temporary housing offered by Customers; and (iii) Private individuals receiving temporary housing sourcing services.
       5. The obligations and rights of each Party – Set forth in the Service Agreement and this Addendum.

15. Appendix 1 to the Standard Contractual Clauses

    1. Data exporter – The data exporter is the non-ReloQuest, Inc. entity that is click-accepting the Service Agreement.
    2. Data importer – The data importer is ReloQuest, Inc.
    3. Data subjects – The personal data transferred concern the following categories of data subjects: (i) Employees from corporate clients who are authorized to receive temporary housing sourcing services; and (ii) Private individuals receiving temporary housing sourcing services.
    4. Categories of data – The personal data transferred concern the following categories of data: Name, address, phone number, email address, citizen identification, date of birth, and marital status.
    5. Special categories of data – The personal data transferred do not concern any special categories of data.
    6. Processing operations – The personal data transferred will be subject to the following basic processing activities: Used in the delivery of temporary housing sourcing services.

16. Appendix 2 To The Standard Contractual Clauses

    1. Processing of personal data must take place on data processing systems for which technical and organizational measures for protecting personal data have been implemented. Data importer shall take all measures required for the processing of the personal data on data importer’s data processing systems in accordance with the applicable Data Protection Law, provided that, having regard for the state of technological development and the cost of implementing such measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
    2. Data importer shall implement measures designed to:
       1. Deny unauthorized persons access to the data processing equipment used for processing the personal data (equipment access control);
       2. Prevent the unauthorized reading, copying, modification or removal of data media (data media control);
       3. Prevent unauthorized input of personal data and the unauthorized inspection, modification or deletion of stored personal data (storage control);
       4. Prevent the use of automated data processing systems by unauthorized persons using data communication equipment (user control);
       5. Ensure that persons authorized to use an automated data processing system only have access to the personal data covered by their access authorization (data access control);
       6. Ensure that it is possible to verify and establish to which individuals personal data has been or may be transmitted or made available using data communication equipment (communication control);
       7. Ensure that it is subsequently possible to verify and establish which personal data has been put into automated data processing systems and when and by whom the input was made (input control);
       8. Prevent the unauthorized reading, copying, modification or deletion of personal data during transfer of that personal data or during transportation of data media (transport control);
       9. Ensure that installed systems may, in case of interruption, be restored (recovery); and
       10. Ensure that the functions of the system perform, that the appearance of faults in the functions is reported (reliability) and that stored personal data cannot be corrupted by means of a malfunctioning of the system (integrity).

Last Updated: January 16, 2021