INTRODUCTION

This Data Processing Agreement (“Agreement”) forms part of the Hirehire Terms of Use, (“Principal Agreement”) or other agreement governing the use of Hirehire’s service (“Service”) entered by and between you (“you”, “your”, “Customer”), and Hirehire Limited (“Data Processor”, “Hirehire”). This Agreement sets out the terms that apply with regard to the Processing of Personal Data (as defined below) by Hirehire, on behalf of Customer, in the course of providing the Hirehire Service to Customer under the Terms of Use.

WHEREAS

(A) The Customer acts as a Data Controller;

(B) The Customer wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor;

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and data protection regulation.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

“Agreement” means this Data Processing Agreement;

“Customer Personal Data” means any Personal Data Processed by a Processor on behalf of Customer pursuant to or in connection with the Principal Agreement;

“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

“EEA” means the European Economic Area;

“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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

“GDPR” means EU General Data Protection Regulation 2016/679;

“Services” means the services the Customer provides under Terms of Use.

“Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the Agreement.

The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data

Processor shall:

1. comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and

2. not Process Customer Personal Data other than on the relevant Customer’s documented instructions.

Customer instructs Hirehire to Process Customer Personal Data for the following purposes: (i) Processing related to the Service in accordance with the Principal Agreement; (ii) Processing to comply with other reasonable instructions provided by Customer where such instructions are consistent with the Principal Agreement. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired Customer Personal Data. Without limitation, Customer will provide all necessary notices to relevant Data Subjects and secure all necessary permissions and consents, or other applicable lawful grounds for Processing Customer Personal Data pursuant to this Agreement, and shall indemnify, defend and hold harmless any claim, damages or fine against Hirehire arising from any failure to acquire or use the Customer Personal Data with legal consent or legitimate business purpose or in violation of any data protection legal requirement. Hirehire will inform Customer, if in Hirehire’s opinion an instruction infringes any provision under any Data Protection Laws and will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties.

3. Processor Personnel

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

4. Security

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 Customer 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.

In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

Hirehire may engage Subprocessors to Process Customer Personal Data on behalf of Customer. Customer hereby provides Hirehire with a general authorization to engage the Subprocessors.

Hirehire may engage with a new Subprocessor to Process Customer Personal Data on Customer's behalf.

6. Data Subject Rights

Taking into account the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

Processor shall:

1. promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and

2. ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Processor responds to the request.

7. Personal Data Breach

Processor shall notify Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

Processor shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

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

9. Deletion or return of Customer Personal Data

Upon termination or expiration of the Agreement, Processor shall (at Customer’s election) return or to the fullest extent technically feasible delete all Customer Personal Data in its possession or control. This requirement shall not apply to the extent Processor is required by applicable law to retain some or all of the Customer Data.

10. Data Transfer

The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the EEA without the prior written consent of the Customer. If personal data processed under this Agreement is transferred from a country within the EEA to a country outside the EEA, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

11. Term

This DPA will commence and become legally binding on the earlier of (i) the date of its execution, (ii) the effective date of the Principal Agreement to which it relates, or (iii) the initiation of Hirehire’s Processing of Personal Data on behalf of Customer; and will continue until all Processing of Customer Personal Data under the Terms of Use has completed or the Agreement is terminated.