Data Processing Agreement

(1) The official legal body represented by the person signing up for Viima’s Service (“Service”) and thus accepting the Terms, (“Controller”, “Customer”);

(2) Viima Solutions Oy, incorporated and registered in Finland with company registration number 2573325-1, (“Processor”);

Each individually referred to as the “Party” and jointly referred to as the “Parties”.

1.1. The following terms shall have the following meanings:

Agreement: means this agreement, including all annexes, notifications and all notices to this agreement;

Applicable Law: means the relevant data protection and privacy laws to which the Parties are subject, including the Data Protection Directive;

Data Subject: means the identified or identifiable person to whom Personal Data relates;

Directive: means Directive 95/46/EC of the European Parliament and of the Council of 24th of October 1995 on the protection of individuals with regard to the Processing of personal data and on the free movement of such data (Official Journal L 281, 23/11/1995 P.0031-0050);

Personal Data: means “any information relating to an identified or identifiable natural person (data subject); an identifiable person is one who can be identified, directly or indirectly, in particular by reference 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”, as defined under the General Data Protection Regulation 2016/679 and includes any equivalent definition in the Applicable Law;

Process, Processing
or Processed: means “any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated 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”, as defined under the General Data Protection Regulation 2016/679 and includes any equivalent until the 25th of May 2018 and, as from 25th of May 2018, the General Data Protection Regulation 2016/679 definition in the Applicable Law;

Purpose: means the services and the associated Processing of Personal Data as defined in Annex 1 to this Agreement;

Services, Service: means the software as a service (SaaS) offered by Viima and having a variety of functionalities and resources including but not limited to ideation boards, their administration and related analytics, as developed and introduced by Viima from time to time and;

Terms of Service, Principal Agreement: means the legal agreement between the Controller as the user and Customer, and the Processor, that governs the Controller's limited, non-exclusive and terminable right to the use of the Viima Services as defined in the Principal Agreement or a separate written Agreement overriding said Principal Agreement.

2. APPOINTMENT

2.1.  The Processor is appointed by the Controller to Process such Personal Data for and on behalf of the Controller as is necessary to provide the Processing services, and as may subsequently be agreed to by the Parties in writing. Any such subsequent agreement shall be subject to the provisions of this Agreement


2.2.  The Controller shall Process Personal Data in accordance with the requirements of the Applicable Laws. For the avoidance of doubt, the Controller’s instructions for the Processing of Personal Data shall comply with the Applicable Law and the Processor reserves the right to refuse such instructions if not in compliance with the Applicable Law. The Controller shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which it acquires the Personal Data.

3. DURATION

3.1.  This Agreement shall commence on the date of the Customer agreeing to the Terms (“Commencement Date”) and shall continue in full force and effect until the termination of the Purpose as defined in Annex 1.

3.2.  Notwithstanding Clause 3.1 and in those instances where the Purpose consists of a number of Processing activities, the Parties may agree to terminate part of the Processing activities forming part of the Purpose, in which case such termination shall take effect on the date agreed by the Parties in writing and shall not affect the validity of the remaining Processing activities forming part of the same Purpose. 


4. DATA PROCESSING

4.1. The Processor shall process Personal Data for the Purpose as described in the Terms of Service and Privacy, as entered into between the parties, on behalf of and under the direction of the Controller and as summarized in Annex 1 hereunder.

4.2. The data will be processed within a Member State of the European Union (EU) or within a Member State of the European Economic Area (EEA). Any transfer of data to a country which is not a Member State of either the EU or the EEA is permitted, subject to compliance with the special requirements on transfers of personal data to countries outside the EU/EEA and in compliance with the technical and organizational measures set out in clause 5.

4.3. Depending on how the Controller chooses to use the Service, the subject matter of Processing of personal data may vary. In general, these are covered by the following types/categories of data:

4.4. The group of Data Subjects affected by the Processing of their personal data under this Agreement includes end-users of the Service provided by the Processor, and as determined by the Controller.

5. TECHNICAL AND ORGANIZATIONAL MEASURES

5.1 The Processor shall establish data security in accordance with the Applicable Laws. The measures to be taken must guarantee a protection level appropriate to the risk concerning confidentiality, integrity, availability and resilience of the systems. The state of the art, implementation costs, the nature, scope and purposes of Processing, as well as the probability of occurrence and the severity of the risk to the rights and freedoms of natural persons, must be taken into account.

5.2 The Processor has laid down the technical and organizational measures, in Annex 2 of this Agreement.

5.3 The technical and organizational measures are subject to technical progress and further development. In this respect, it is permissible for the Processor to implement alternative adequate measures from time to time. In so doing, the security level of the defined measures must not be reduced.

6. RECTIFICATION, RESTRICTION AND ERASURE OF DATA

6.1 The Processor may not on its own authority rectify, erase or restrict the Processing of Personal Data that is being processed on behalf of the Controller (unless this is required by law or the Processor’s Terms of Service), but shall only do so on documented instructions from the Controller and in accordance to data retention rules associated with the Terms of Service and the subscription plan chosen by the Controller.

6.2 If a Data Subject should apply directly to the Processor to request the rectification, erasure, or restriction of his Personal Data, the Processor agrees to either instruct the Data Subject to contact the Controller(s), or to forward this request to the Controller(s) without unnecessary delay.

7. QUALITY ASSURANCE AND OTHER OBLIGATIONS OF THE PROCESSOR 

7.1 The Processor shall comply with all statutory requirements applicable when carrying out this Agreement. In particular, the Processor ensures compliance with the following requirements:

(a) the Processor has appointed a data protection officer, who shall perform such duties in compliance with the Applicable Laws. The data protection officer can be contacted via e-mail on dpo@viima.com.

(b) the Processor shall keep Personal Data logically separate to data Processed on behalf of any other third party;

(c) the Processor and any person acting under its authority shall process the Personal Data in accordance with the Processor’s Terms of Service and on documented instructions from the Controller, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before Processing, should the Controller separately request in writing to be notified in such cases, unless the aforementioned law prohibits such information on important grounds of public interest;

(d) the Processor entrusts only such persons (whether legal or natural) with the data Processing under this Agreement who have given an undertaking to maintain confidentiality and have been informed of any special data protection requirements relevant to their work;

(e) the Processor and the Controller shall cooperate, on request, with the supervisory authority in performance of its tasks;

(f) the Processor shall inform the Controller immediately of any inspections and measures conducted by the supervisory authority, insofar as they relate to the Processing of the Controller’s data under this Agreement; this also applies if the Processor is under investigation or is party to an investigation by a competent authority in connection with infringements to any civil or criminal law, or administrative rule or regulation regarding the Processing of personal data in connection with the Processing of the Controller’s data under this Agreement;

(g) the Processor shall undertake reasonable efforts to support the Controller if the Controller is subject to an inspection by the supervisory authority, an administrative or summary offence or criminal procedure, a liability claim by a Data Subject or by a third party or any other claim in connection with this Agreement;

(h) the Processor shall periodically monitor the internal processes and the technical and organizational measures to ensure that Processing is in accordance with the requirements of applicable data protection laws and the protection of the rights of the Data Subject; and

(i) The Processor shall verify the technical and organizational measures conducted as part of the Controller’s monitoring rights referred to in Annex 2 of this Agreement.

8. MONITORING RIGHTS OF THE CONTROLLER 

8.1 The Controller has the right, upon prior written request to the Processor, to carry out inspections, or to have them carried out by an independent auditor, which is to be separately agreed upon by both parties beforehand and is subject to the strictest of confidentiality obligations, to be designated in each individual case, at the Controller's sole expense. The Parties will also mutually agree upon the scope, timing, and duration of the audits. The Controller has the right to convince itself of the compliance with this Agreement by the Processor in its business operations by means of random checks, which are to be announced in advance with good time, with a minimum notice period of 7 days. These rights of the Controller shall not extend to facilities which are operated by sub-processors, sub-contractors or any third parties which the Processor may use to attain its Purpose and provide its Services. The Processor shall ensure that the Processing activities carried out by any sub-processors, sub-contractors or any third parties which the Processor may use to attain its Purpose and provide its Services meet the requirements laid down in this Agreement and in Applicable Law.

8.2 The Processor shall ensure that the Controller is able to verify compliance with the Applicable Laws. The Processor undertakes to provide to the Controller all necessary information on request and, in particular, to demonstrate the execution of the technical and organizational measures as mentioned in Annex 2 within a reasonable timeframe.

8.3 Evidence of the implementation of any measures in this regard may also be presented in the form of up-to-date attestations, reports or extracts thereof from independent bodies (e.g. external auditors, internal audit, the data protection officer, the IT security department or quality auditors) or suitable certification by way of an IT security or data protection audit or by other measures provided by law.

9. NOTIFICATION OF SECURITY BREACHES BY THE PROCESSOR 

9.1 The Processor shall assist the Controller in complying with the statutory obligations regarding the security and protection of personal data and shall make appropriate documentation in this regard. This includes, in particular, the obligation:

(a) to ensure an appropriate level of protection through technical and organizational measures that take into account the circumstances and purposes of the Processing as well as the projected probability and severity of a possible infringement of the law as a result of security vulnerabilities and that enable an immediate detection of relevant infringement events;

(b) to notify the Controller in the most expedient time possible under the circumstances and without unreasonable delay and, where feasible, not later than seventy-two (72) hours after having become aware of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Personal Data ("Security Breach"). In consultation with the Controller, the Processor shall take appropriate measures to secure the data and limit any possible detrimental effect on the Data Subjects;

(c) to co-operate with the Controller and provide the Controller with any information which the Controller may reasonably request relating to the Security Breach. The Processor shall investigate the Security Breach and shall identify, prevent and make reasonable efforts to mitigate the effects of any such Security Breach and to carry out any recovery or other action necessary to remedy the Security Breach;

(d) to assist the Controller by appropriate measures with regard to the Controller’s obligation to inform Data Subjects and competent authorities in case of a Security Breach; and

(e) to assist the Controller with regard to the Controller’s obligation to provide information to the Data Subject concerned and to immediately provide the Controller with all relevant information in this regard.

10. AUTHORITY OF THE CONTROLLER TO ISSUE INSTRUCTIONS 

10.1 The Personal Data may only be handled under the terms of this Agreement, in alignment with the Processor’s Terms of Service, and under the instructions issued by the Controller. Under the terms of this Agreement, the Controller retains a general right of instruction as to the nature, scope and method of data Processing, which may be supplemented with individual instructions. Any changes to the subject-matter of the Processing and any changes to procedure must be agreed and documented together. The Processor may only pass on information to third parties or to the Data Subject according to the Terms and the terms of this Agreement, or with the prior written consent of the Controller.

10.2 The Processor will only accept instructions via electronically communicated text in writing or in text form. The Processor must not use the data for any other purpose and is particularly forbidden to disclose the data to third parties. No copies or duplicates may be produced without the knowledge of the Controller. This does not apply to purposes specified in the Terms (and included Privacy Policy), such as data backups, where these are required to assure proper data Processing, or to any data required to comply with statutory retention rules.

10.3 The Processor shall inform the Controller immediately, if it believes that there has been infringement of legal data protection provisions. The Processor may then postpone the execution of the relevant instruction until it is confirmed or changed by the Controller’s representative.

11. DELETION AND RETURN OF PERSONAL DATA

11.1 Upon completion of the contractual work as laid down in the Principal Agreement or when requested by the Controller, and within a reasonable time, which shall not exceed 30 days, the Processor must return to the Controller all documents in its possession and all work products and data produced, or delete them in compliance with the Applicable Law with the prior consent of the Controller. Upon a prior request from the Controller, the Processor shall present proof of deletion.

11.2 Electronic documentation intended as proof of proper data Processing must be kept by the Processor beyond the termination of the relationship between the Parties and this Agreement, in accordance with relevant retention periods relevant to the subscription plan chosen by the Controller and the timeframes corresponding to each subscription plan. The Processor may hand such documentation over to the Controller after expiry of the Agreement, upon prior written request by the Controller.

11.3 The Processor shall, to the extent legally permitted, promptly either advice the Data Subject to contact the Controller(s) regarding the request, and/or notify the Controller if the Processor receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making.

11.4 Taking into account the nature of the Processing, the Processor shall assist Controller by appropriate technical and organizational measures, insofar as the right to be forgotten is possible, for the fulfilment of the Controller’s obligation to respond to a Data Subject’s request under the Applicable Law. The obligation to delete the Data Subject’s data shall, at all times, remain with the Controller. For the avoidance of doubt, the Processor will undertake any data deletion efforts on behalf the Controller only upon the Controller’s written confirmation of the suitability of chosen actions to be taken, and only if there are no conflicting obligations for said actions.

12. INDEMNIFICATION

12.1 The Controller will indemnify the Processor in respect of all liabilities, costs and expenses suffered or incurred by the Processor in its capacity as processor of the data of the Controller arising from any Security Breach in the terms of this Agreement or any negligent act or omission by the Controller in the exercise of the rights granted to it under the Applicable Law provided that:

(a) The Processor, within reasonable time, notifies the Controller of any actions, claims or demands brought or made against it concerning any alleged Security Breach;

(b)  The Processor will not compound, settle or admit to any actions, claims or demands without the consent of the Controller except by order of a court of competent jurisdiction;

(c)  The Controller shall be entitled at its own cost to defend or settle any proceedings; 


(d)  The Processor shall not have acted of its own accord and independently of the instructions given to it by the Controller in its role as data processor in accordance with the provisions of this Agreement, except in specific situations as laid down in the Processor’s Terms of Service;

(e)  This indemnity shall exclude any loss that has arisen out of negligence or willful act, default or omission of the Processor, its employees, contractors, sub-contractors or any other person outside the Controller’s control;

(f)  Such liabilities, costs and expenses shall be capped at a level of twenty million Euros (€20,000,000) whether in respect of a single claim or a series of claims arising from the same incident except in the event of death or personal injury where there shall be no limit; and

(g)  Nothing in this Agreement shall restrict or interfere with the Controller’s rights against the Processor or any other person in respect of contributory negligence.

The Processor’s right to claim damages shall be forfeited if the Processor fails to give written notice of any damages that may be sustained as aforesaid within thirty (30) days from the occurrence thereof or commences to make good such damages before written notice is given as aforesaid.

12.2 The Processor shall indemnify and keep indemnified the Controller in respect of all and any claims, legal proceedings or actions brought against the Controller exclusively arising as a result of the negligence or willful default of the Processor in Processing Personal Data in terms of thsis Agreement. The indemnity referred to shall apply subject to the following:

(a) The Controller, within reasonable time, notifies the Processor of any actions, claims or demands brought or made against it concerning any alleged Security Breach;

(b)  The Processor shall be entitled at its own cost to defend or settle any proceedings;

(c)  Such liabilities, costs and expenses shall be capped at a level of one thousand Euros (€1,000) whether in respect of a single claim or a series of claims arising from the same incident except in the event of death or personal injury where there shall be no limit; and

(d)  Nothing in this Agreement shall restrict or interfere with the Processor’s rights against the Controller or any other person in respect of contributory negligence.

12.3 In the event of a breach of this Agreement caused by the actions of a sub- processor, the Processor shall assign the right to the Controller to take action under the sub-processor contract as it deems necessary in order to protect and safeguard Personal Data. The Processor acknowledges and agrees that it shall remain liable to the Controller for any breach of the terms of this Agreement or any sub-processor contract by any sub-processor and other subsequent third-party processors appointed by it.

13. SUB-PROCESSING

13.1 ‘Sub-Processing’, in the meaning of this Agreement, does not include ancillary services, such as telecommunication services, postal/transport services, maintenance and user support services, payment providers and/or the disposal of data carriers, as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data Processing equipment. The Processor shall, however, be obliged to make appropriate and legally binding contractual arrangements and take appropriate inspection measures to ensure the data protection and the data security of the Controller's data, even in the case of outsourced ancillary services to Sub-Processors.

13.2 The Controller agrees to the commissioning of the following sub-processors on the condition of a contractual agreement in accordance with applicable data protection laws:

 

13.3 Outsourcing to further Sub-Processors or changing any existing Sub-Processors is permissible. Upon a separate written request from the Controller, the Processor agrees to inform the Controller of such planned changes in Sub-Processing (the identity of the Sub-Processor and the scope of the planned Sub-Processing) in writing or in text form at least ten (10) days prior to making the change in order for the Controller to have the right to object to the addition of the Sub-Processor. Should the Controller not object to the Sub-Processing within that timeframe, or request to be notified in the first place, they agree to waive their right to object to said change in Sub-Processing. The Controller shall not unreasonably object to the planned Sub-Processing and any objections should be done in writing and based on rational grounds for the objection, which must be presented clearly. In addition, the following provisions apply to changes in Sub-Processing:

(a) the transfer of Personal Data to the Sub-Processor and the Sub-Processor’s commencement of the data Processing shall only be undertaken after compliance with all requirements has been achieved;

(b) if the Sub-Processor provides the agreed service outside the EU/EEA, the Processor shall ensure compliance with Applicable Laws; and;

(c) the Processor shall impose on the Sub-Processor the same data protection obligations as set out in this Agreement, in particular with regard to the provision of sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the Applicable Law.

13.4 With respect to each Sub-Processor, the Processor will before the Sub-Processor first Processes any data of the Controller, carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection for the Personal Data required by this Agreement and shall ensure that the agreement between the Processor and the relevant Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for the Controller as those set out in this Agreement and meets the requirements of article 28(3) of the GDPR.

13.5 The addition of new Sub-Processors will primarily be notified in the release notes section of Viima's Help Center and in this Agreement.

14. MISCELLANEOUS

14.1 With effect from 25th of May 2018, upon the Controller’s request, the Processor shall provide the Controller with reasonable cooperation and assistance needed to fulfil the Controller’s obligation under the General Data Protection Regulation to carry out a data protection impact assessment related to the Controller’s use of the Processor’s Services, to the extent that the Controller does not otherwise have access to the relevant information, and to the extent such information is available to the Processor.

14.2 If any variation is required to this Agreement as a result of a change in the Applicable Law, then either Party may provide written notice to the other party of that change in law. The Parties will discuss and negotiate in good faith any necessary variations to this Agreement. The parties will 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 relevant requirements. 


14.3 Clauses and other headings in this Agreement are for convenience of reference only and shall not constitute a part of or otherwise affect the meaning or interpretation of this Agreement. Annexes to this Agreement shall be deemed to be an integral part of this Agreement to the same extent as if they had been set forth verbatim herein. 


14.4 This Agreement, including the Annexes attached hereto constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements (excluding the Terms of Service and/or Principal Agreement), understandings, negotiations and discussions of the Parties. 


14.5 The provisions of this Agreement are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of this Agreement shall remain in full force and effect. 


14.6 Any notice, letter or other communication contemplated by this Agreement shall be communicated in writing via registered mail to the registered addresses of the Parties or via electronic mail, delivery and read receipt requested. 


14.7 The provisions of this Agreement shall endure to the benefit of and shall be binding upon the Parties and their respective successors and assigns.

14.8 Depending on the Terms of the Controller’s Principal Agreement and chosen subscription plan, any and all work under this Agreement might not be included in the Service and can be invoiced separately by the Processor based on the Terms of the Principal Agreement. Should the Controller have questions regarding the terms and/or content of either Agreement, they are encouraged to contact the Processor’s data protection officer for more detail.

14.9 Applicable Law and Jurisdiction: The Processing of Personal Data under this Addendum is governed by the laws of Finnish law without regard to its conflict of laws principles. Any disputes between the Parties relating to the Processing of Personal Data under this Agreement will be subject to the exclusive jurisdiction of the courts in Espoo, Finland, except where mandatory law provides for the courts at another location in Finland to have jurisdiction.

Viima is a tool for collecting and developing ideas from any stakeholder of the Customer, such as employees, customers, and partners, to improve the way the Customer does business, for instance by developing new innovations and/or ways of working, and/or by improving existing tools, products, services and processes.

To further this purpose, there are a number of features, functionalities, mechanisms etc. for users to perform actions, such as but not limited to, submitting ideas, modifying, evaluating, and commenting on them, as well as analyzing the ideas and use of the Service, and administering the ideas and the Service itself. In addition, the Service includes integrations to third-party systems, such as Microsoft Office365 and Yammer, as well as APIs and other ancillary services, such as mobile apps and a knowledge base, which the Controller can choose to use depending on their needs. As Viima is constantly being developed to further the Customer’s goals, this list shall evolve over time and is by no means complete.

For more information on what data is collected, how it’s being processed, and the security measure taken to protect this data, refer to the Viima Terms of Service and Privacy Policy.

The Processor warrants and undertakes in respect of all Personal Data that it Processes on behalf of the Controller that, at all times, it maintains and shall continue to maintain appropriate and sufficient technical and organizational security measures to protect such Personal Data or information against accidental or unlawful destruction or accidental loss, damage, 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.

Such measures shall include, but are not limited to, physical access control, logical access control (i.e. non-physical access control measures such as passwords), data access control, data transfer control, input control, availability measures, and data separation. The Processor agrees to provide more details upon the Controller’s request.

The Processor shall provide the Controller, upon request, with adequate proof of compliance (e.g. the relevant parts of the Processor’s agreements with its data center provider).

For a more detailed information on the latest state of the art measures adopted by our hosting provider, please refer to the following link: https://aws.amazon.com/security/