To sign and execute this agreement as a Comeet customer please contact our support at: firstname.lastname@example.org
WHEREAS, pursuant to the Agreement, Comeet provides Customer access to use Comeet’s collaborative recruiting and applicant tracking platform (the “Platform”);
WHEREAS, Privacy and data protection laws warrant special contractual arrangements;
WHEREAS, in the course of providing the services pursuant to the Agreement Comeet may process Personal Data on Customer’s behalf as the Platform involves processing certain Personal Data of employees and employment candidates of Customer, therefore the parties wish to regulate Comeet’s processing of such Personal Data, through this Data Processing Addendum (the “Addendum”).
THEREFORE, the parties have agreed as follows:
1.1. “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data. For the purposes of this Addendum only, and except where indicated otherwise, the term “Controller” and/or “Data Controller” shall include yourself, the Organization and/or the Organization’s Authorized Affiliates.
1.2. “Data Protection Law” means the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act and its amendments, modifications and regulations (“CCPA”).
1.3. “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
1.4. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For the avoidance of doubt, Customer's business contact information is not by itself deemed to be Personal Data subject to this Addendum.
1.5. “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.6. “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller.
1.7. “Sub-processor” means any Processor engaged by Comeet and/or Comeet affiliates and subsidiaries that processes Personal Data when Comeet providing the services to the Customer.
1.8. “User(s)” means employees of Customer and such other individuals who use the Platform for and on behalf of Customer.
2. ROLES OF THE PARTIES
2.1. With respect to those activities of Comeet as a ‘Data Processor’ (as this term is defined and used in Data Protection Law), Comeet will Process the Personal Data only on Customer’s behalf and for as long as Customer instructs Comeet to do so, including, as set forth in this Addendum. Customer and Comeet are each responsible for complying with the Data Protection Law applicable to them in their roles as Data Controller and Data Processor, respectively.
2.2. With respect to those activities of Comeet as a Data Processor, Comeet will Process the Personal Data only on instructions from Customer that are provided through the Platform’s various controls and configuration options, unless Comeet is otherwise required to do so by law to which it is subject (and in such a case, Comeet shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest). Comeet shall inform Customer if, in Comeet’s opinion, an instruction is in violation of Data Protection Law. Customer may use the Platform’s various controls and configuration options to assist it in connection with its obligations under the Data Protection Law and any other applicable law. Additional instructions of the Customer outside the scope of the Platform’s control and configuration options require prior and separate agreement between Customer and Comeet, including agreement on additional fees (if any) payable to Comeet for executing such instructions. Comeet shall be entitled to decline to follow Customer’s instructions which are outside the scope of the Platform’s control and configuration options, without any liability to Customer. In such case, Customer may, as its sole remedy, terminate this Addendum and the Agreement, subject to payment of fees for the Services provided by Comeet.
3. PROCESSING ACTIVITIES
3.1. The subject matter and purposes of the Processing activities are the provision of the Platform as necessary to perform the services pursuant to the Agreement, as further instructed by Customer in its use of the Platform, this Addendum and/or other contracts executed by the Parties, including maintenance, support, enhancement and deployment of the same.
3.2. The Personal Data Processed may include, without limitation: Name, contact information, biographical and C.V. information, photos, interview scheduling, email communications with candidates/applicants, and any other type of candidate and recruiting process-related information and assessments submitted or uploaded by Customer, Customer’s candidates and any other third party acting on behalf of Customer. Names, titles and contact information of Customer’s Users.
3.3. The Data Subjects about whom Personal Data is Processed are: Customer’s job applicants and candidates; Users of the Platform (e.g., employees of Customer and such other individuals who use the Platform for and on behalf of Customer).
3.4. Duration of Processing. Subject to any Section of this Addendum and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Comeet will Process Personal Data for the duration of the Agreement, unless otherwise agreed between the parties or required by applicable law.
3.5. Customer hereby commits to undertake the following obligations, in accordance with the Data Protection Law and/or any other data privacy and data security laws and regulations applicable to Customer, and at a minimum:
3.5.1. Obtain and maintain any and all valid and lawful, authorizations, permissions and informed consents, including, without limitation, those of individuals about whom the Platform may process Personal Data or personally identifiable information, as may be necessary under applicable laws and regulations, in order to allow Comeet to lawfully collect, handle, retain, process and use the processed data within the scope of the Platform;
3.5.2. Substantiate the legal basis for collection and use of any and all Personal Data provided or transferred to Comeet, whether directly by the Customer or indirectly by a third party retained by and operating for the benefit of the Customer. Customer shall also substantiate the legal basis for all personal data processing it instructs Comeet to perform pursuant to the Agreement, at all times; and
3.6. To the extent that the Customer will request to receive professional services and/or to use the Comeet Elastic Recruitment Services (see references here: https://help.comeet.com/en/articles/5144286-comeet-elastic-recruitment-service-agreement-cer), and the Customer requests Comeet to have a privacy-related agreement in place, this Addendum shall apply to the such services (to the extent that Comeet shall be considered a data processor and the Customer shall be considered a data controller).
3.7. Customer hereby agrees and understands that Customer is solely and fully responsible allowing any integration in Comeet’s Platform with any third party vendor or system that the Customer operates and the Customer will allow any sharing, use and/or Process of Personal Data by or with such third parties. If the Customer needs any data sharing agreement with any of the integration partners, the Customer is the responsible party to execute such data sharing agreement between the parties. For more information, please read Comeet’s terms for the integration of third party platforms: https://help.comeet.com/en/articles/3116920-terms-for-integrating-with-third-party-service.
3.8. Notwithstanding anything to the contrary in any agreement between the parties, while Comeet provides tools that facilitate the customer with complying with various laws and regulations, the Customer is the only responsible party to determine how to utilize such tools in order to comply with its own requirements and obligations under applicable laws and regulations. Comeet is not offering and/or giving legal advice and/or ensuring compliance with any applicable laws and regulations. The Customer shall seek legal advice with respect of its own compliance with applicable laws and regulations, including, without limitation, Data Protection Law.
4. COMEET’S EMPLOYEES
4.1. Comeet will ensure that its staff authorized to Process the Personal Data are a) suitable for such processing; b) are provided with access to the Personal Data on a "least privilege" and "need to know" basis; c) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and d) receive privacy and data protection training.
4.2. Comeet may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws or applicable Data Protection Law (in such a case, Comeet shall inform the Customer of the legal requirement before the disclosure, unless that law prohibits such information on important grounds of public interest), or (c) on a “need-to-know” basis under an obligation of confidentiality to legal counsel(s), data protection advisor(s), accountant(s), investors or potential acquirers.
5. DATA SUBJECT REQUESTS
5.1. Comeet, through the Platform’s various control and configuration options available to Customer, will follow Customer’s instructions to accommodate Data Subjects’ requests to exercise their rights in relation to their Personal Data, including accessing their data, correcting it, restricting its processing or deleting it (“Data Subject Requests”). If Comeet receives a Data Subject Request from a Data Subject, Comeet will notify and pass on to Customer such Data Subject Request that it receives regarding Personal Data Processed by Comeet.
6. SECURITY AND AUDITS
6.1. Comeet shall prepare, implement and keep up to date a market-standard information security policy in accordance with the requirements of the Data Protection Laws (the “IT Security Policy”)which Customer can request a copy of from Comeet. . In Processing Personal Data, Comeet will implement appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access in accordance with Comeet’s IT Security Policy. Comeet will provide Customer means to utilize pseudonymization as a security safeguard in respect of Personal Data. In particular, Comeet will use reasonable industry accepted security measures , such as: a) monitoring and retaining logs of the access of its staff to Comeet's Platform upon which Customer's personal data is processed; b) using reasonable access control and authentication measures with respect to its users(Comeet personnel); c) ensuring reasonable physical and environmental controls on its premises; d) implementing as necessary reasonable encryption methods with respect to data which is stored on Comeet's Platform in transit and at rest and e) completing periodical reasonable vulnerability scans and risk assessments. Such measures are subject to change at Comeet's sole consideration, provided such measures remain compliant with applicable laws.
6.2. Comeet shall allow for and contribute to audits, including carrying out inspections on Comeet’s business premises conducted by Customer or another qualified auditor mandated by Customer (which shall not be a competitor of Comeet) in order to establish Comeet’s compliance with this Addendum. Such audits and/or inspections shall be conducted at Customer's sole cost and expense, during normal business hours and subject to prior written notice to Comeet of at least 30 days as well as appropriate confidentiality undertakings by Customer and/or auditor covering any and all information obtained by and/or made available to and/or created by the Customer and/or the auditor during the performance of the audit, including the audit results (the "Audit Information"). For avoidance of doubt, the Customer and/or auditor shall maintain the Audit Information strictly confidential and shall not share any of the Audit Information with any third party without Comeet’s prior written consent. The audit results and findings shall be shared in full with Comeet. If such audits entail material costs or expenses to Comeet, the parties shall first come to agreement on Customer reimbursing Comeet for such costs and expenses. Notwithstanding anything to the contrary, such audits and/or inspections shall not contain any information, including, without limitation, Personal Data that does not belong to Customer.
6.3. Comeet will make available to Customer all information in its disposal reasonably required by Customer to demonstrate compliance with the obligations under Data Protection Law related to the Processing activities under this Addendum. Comeet shall be entitled to provide to Customer a copy of an annual audit report from an independent reputable third party regarding Comeet’s data processing and data protection measures, as a substitute for the aforementioned audit detailed in section 6.2 above. The audit report shall be obtained based on a recognized standard for such audit reports (e.g. ISAE 3000 or SSAE-SOC 2).
7.1. Customer hereby agrees and authorizes Comeet to use the Sub-processors listed in https://help.comeet.co/en/articles/3132004-comeet-sub-processors to Process Personal Data. Customer hereby grants a general authorization to Comeet to engage Sub-processors for carrying out specific processing activities of the Platform.
7.2. Customer may reasonably object to Comeet’s use of a Sub-processor for reasons related to the GDPR by notifying Comeet promptly in writing within five (5) days after receipt of Comeet’s notice (email shall suffice) or after publication of the updated Sub-processors list on Comeet’s website (which customer shall review from time to time), and such written objection shall include the reasons related to the GDPR for objecting to Comeet’s use of such Sub-processor. Failure to object to such Sub-processor in writing within five (5) days of notification or publication, as applicable, shall be deemed as acceptance of the Sub-processor. In the event Customer reasonably objects to a Sub-processor, as permitted in the preceding sentences, Comeet will use reasonable efforts to make available to Customer a change in the services or recommend a commercially reasonable change to Customer’s use of the services to avoid Processing of Personal Data by the objected-to Sub-processor without unreasonably burdening the Customer. If Comeet is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may, as a sole remedy, terminate the applicable Agreement and this Addendum with respect only to those services which cannot be provided by Comeet without the use of the objected-to Sub-processor by providing written notice to Comeet provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Comeet. Until a decision is made regarding the Sub-processor, Comeet may temporarily suspend the Processing of the affected Personal Data. Customer will have no further claims against Comeet due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the Addendum in the situation described in this paragraph.
7.3. This Section 7 shall not apply to subcontractors of Comeet which provide ancillary services to support the performance of this Addendum. This includes, for example, telecommunication services, maintenance and user service, cleaning staff, or auditors.
7.4. Comeet will procure that the Sub-processors Process the Personal Data in a manner consistent with Comeet’s obligations under this Addendum In accordance with Art. 28 para 4 GDPR, the agreement with the Sub-processor shall contain the similar data protection obligations as this Addendum.
8.1. Transfers to countries that offer adequate level of data protection. Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United Kingdom (collectively, “EEA”) 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 Union, the Member States or the European Commission (“Adequacy Decisions”), without any further safeguard being necessary.
8.2. Transfers to other countries. If the Processing of Personal Data includes transfers from the EEA to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other Countries”), the Parties shall comply with Chapter V of the GDPR, including, if necessary, executing the standard data protection clauses adopted by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission or comply with any of the other mechanisms provided for in the GDPR for transferring Personal Data to such Other Countries. To the maximum extent permitted by law, to the extent that Customer and Comeet will use the Standard Contractual Clauses as a mechanism to transfer Customer Personal Data, the rights and obligations of the parties shall be performed in accordance with, and subject to, this Addendum. Schedule 1 to this Addendum includes the Standard Contractual Clauses to be executed between Comeet and Customer.
9. PERSONAL DATA BREACH
9.1. Comeet shall without undue delay notify Customer of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data (“Personal Data Breach”) that it becomes aware of regarding Personal Data controlled by Customer that Comeet Processes pursuant to the Agreement. Comeet shall make reasonable efforts to identify the cause of such Personal Data Breach and take those steps as Comeet deems necessary, possible and reasonable in order to remediate the cause of such a Personal Data Breach to the extent the remediation is within Comeet reasonable control. Such notification will include the relevant details known to Comeet regarding the types of Personal Data and number of Data Subjects affected as well as the cause of the Personal Data Breach and the steps taken to rectify it. Customer acknowledges that information which is not available to Comeet will be provided to Customer in phases. Comeet will use reasonable commercial efforts to mitigate the Personal Data Breach and prevent its recurrence. Customer and Comeet will cooperate in good-faith on issuing any statements or notices regarding such Personal Data Breach, to relevant supervisory authorities and Data Subjects, however Customer remains responsible for the submission of such notifications.
10. COMEET’S ASSISTANCE
10.1. Comeet will reasonably assist Customer upon request with reasonable prior notice, with the eventual preparation of data privacy impact assessments and prior consultation as appropriate, provided, however, that if such assistance entails material costs or expenses to Comeet, the parties shall first come to agreement on Customer reimbursing Comeet for such costs and expenses.
10.2. Comeet will provide Customer prompt notice of any request it receives from authorities to produce or disclose Personal Data it has Processed on Customer’s behalf, so that Customer may contest or attempt to limit the scope of production or disclosure request, unless legally prohibited.
11. DELETION OF PERSONAL DATA
11.1. Upon Customer’s request, Comeet will delete the Personal Data it has Processed on Customer’s behalf under this Addendum, or, at Customer’s choice, use the Platform’s tools to obtain the data before its deletion, and upon Customer’s request, will furnish written confirmation that the Personal Data has been deleted pursuant to this section. In any event, to the extent required or allowed by applicable law, Comeet may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or to comply with applicable laws and regulations.
12. CALIFORNIA CONSUMER PRIVACY ACT
12.1. This Section applies to the extent that the Platform involves processing personal information governed by CCPA. The following terms shall have the meaning attributed to under the CCPA: “consumer”, “personal information”, “processing”, “sell”, and “service provider”.
12.2. Comeet shall not sell or share Customer's personal information. Comeet acknowledges that when processing personal information in the context of the provision of the Platform and Comeet's services, Customer is not selling or sharing personal information to Comeet. Comeet agrees not to retain, use or disclose Customer’s personal information for: (i) any purpose other than properly operate the Platform and related services for Customer or as reasonably necessary to provide the Platform and related services to Customer (the "Business Purpose"); (ii) no other commercial or Business Purpose; (iii) outside the direct business relationship between Comeet and Customer. Comeet certifies that it understands the restriction specified in this subsection and will comply with it. Notwithstanding the foregoing, Comeet may use, disclose, or retain Customer personal information to: (i) transfer the personal information to other Comeet’s entities (including, without limitation, affiliates and subsidiaries), service providers, third parties and vendors and partners, in order to provide the Platform and Comeet services to Customer; (ii) to comply with applicable laws; (iii) to defend legal claims or comply with a law enforcement investigation; (ii) for internal use by Comeet to build or improve the quality of its services and/or for any other purpose permitted under the CCPA; (iii) to detect data security incidents, or protect against fraudulent or illegal activity; and (iv) collect and analyze anonymous information. Comeet shall use commercially reasonable efforts to comply with its obligations under CCPA. If Comeet becomes aware of any material applicable requirement (to Comeet as a service provider) under CCPA that Comeet cannot comply with, Comeet shall use commercially reasonable efforts to notify Customer. Upon written Customer’s notice, Comeet shall use commercial reasonable and appropriate steps to stop and remediate Comeet’s alleged unauthorized use of personal information; provided that Customer must explain and demonstrate in the written notice which processing activity of personal information it considers to be unauthorized and the applicable reasons. Comeet shall use commercially reasonable efforts to enable Customer to comply with consumer requests made pursuant CCPA. Notwithstanding anything to the contrary, Customer shall be fully and solely responsible for complying with its own requirements under CCPA.
12.3. The Platform’s various control and configuration options available to Customer are designed to help the Customer accommodate consumer requests seeking to exercise their rights under the CCPA. If Comeet receives a request from a consumer about his or her personal information, Comeet shall not comply with the request itself, and shall promptly inform the consumer that Comeet’s basis for denying the request is that Comeet is merely a service provider that follows Customer’s instructions, and promptly inform the consumer that they should submit the request directly to the Customer and provide the consumer with the Customer’s contact information.
13.1. For the avoidance of doubt, this Addendum does not apply to Comeet’s processing of Customer’s personal information for any of the following:
13.1.1. Administration of the contractual relationship with the Customer (including liaising with Customer’s staff, billing and collecting fees, enforcing the Agreement);
13.1.2. Comeet’s marketing activities to the Customer;
13.1.4. Where Comeet is required, or reasonably believes it is required, by law, to share or disclose information, such as, by way of example only, pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority. To the extent legally permitted, Comeet will provide the Customer prompt written notice of such obligation and shall reasonably cooperate with the Customer, at the Customer’s expense, as required to obtain confidential treatment for such information.
13.2. All notices required or contemplated under this Addendum to be sent by Comeet will be sent either by electronic mail to Customer to the email address that Comeet has on file for the Customer’s main contact person, or, at Comeet’s choice, through In-app notices.
13.3. This Addendum cannot, in principle, be terminated separately to the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this Addendum shall automatically terminate. In case that Comeet will retain any Personal Data (in accordance with section 11), this Addendum shall remain in effect until such retention ends.
13.4. This Addendum shall prevail in the event of inconsistencies between it and the Agreement between the parties or subsequent agreements entered into or purported to be entered into by the parties after the date of this Addendum – except where explicitly agreed otherwise in writing.
13.5. The parties’ liability under this Addendum shall be pursuant to the liability clauses in the Agreement.
Schedule 1. Standard Contractual Clauses.
If the Processing of Personal Data includes transfers from the EU to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Chapter V of the GDPR. The Parties hereby agree to execute the Standard Contractual Clauses as follows:
a) The Standard Contractual Clauses (Controller-to-Processor), which will apply with respect to restricted transfers between Customer and Comeet that are subject to the GDPR.
b) The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and Comeet (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be not applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 7 of the Addendum (Sub-processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be not applicable; (iv) In Clause 13: the relevant option applicable to the Customer, as informed by Customer to Comeet; (v) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of Ireland; and (vi) In Clause 18(b) the Parties choose the courts of Ireland, as their choice of forum and jurisdiction.
A. LIST OF PARTIES
Role (controller/processor): Data Controller
The Customer’s details as described in the Agreement.
Role (controller/processor): Data Processor
Comeet’s details, as defined in the Agreement.
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As referenced in Section 3 of this Addendum
Categories of personal data transferred
As referenced in Section 3 of this Addendum
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
As referenced in Section 3 of this Addendum (if any)
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Nature of the processing
As referenced in Section 3 of this Addendum
Purpose(s) of the data transfer and further processing
As referenced in Section 3 of this Addendum
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As agreed in this Addendum
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
C. COMPETENT SUPERVISORY AUTHORITY
The Irish supervisory authority
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Comeet’s technical and organizational measures are available here: https://help.comeet.com/en/articles/3110427-security-and-availability
LIST OF SUB-PROCESSORS
The controller has authorized the use of the following sub-processors: https://help.comeet.com/en/articles/3132004-comeet-sub-processors