This Data Processing Addendum (“DPA”) forms a part of the Seats.io Terms of Service found at https://www.seats.io/legal/terms, unless Customer has entered into a superseding written agreement with Seats.io, in which case, it forms a part of such written agreement (in either case, the “Agreement”).
By subscribing to or using the Seats.io Services, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Controller Affiliates (defined below). For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Controller Affiliates. This DPA applies as from the earlier of the moment the Customer uses the Seats.io Services or signs a copy hereof.
All capitalized terms not defined herein shall have the meaning set forth in the Seats.io terms.
In the course of providing the Services under the Agreement, Seats.io may Process certain Personal Data (such terms defined below) on behalf of Customer and where Seats.io Processes such Personal Data on behalf of Customer the Parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
“Controller Affiliate” means any of Customer's Affiliate(s) (a) (i) that are subject to applicable Data Protection Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (ii) permitted to use the Services pursuant to the Agreement between Customer and Seats.io, but have not signed their own Order Form and are not a “Customer” as defined under the Agreement, (b) if and to the extent Seats.io processes Personal Data for which such Affiliate(s) qualify as the Controller.
“Data Protection Laws” means all laws and regulations, including laws and binding regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), including any modifications thereto.
“Personal Data” means any information that relates to an identified or identifiable natural person, to the extent that such information is protected as personal data under applicable Data Protection Laws, and is provided by Customer to Seats.io as a result of the Agreement.
“Processing” 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.
“Processor” means the entity which Processes Personal Data on behalf of the Controller.
“Security Practices Datasheet” means Seats.io’s Security Practices Datasheet, as updated from time to time, and currently accessible at https://seats.io/legal/GDPR-security-practices.
“Sub-processor” means any entity engaged by Seats.io to Process Personal Data in connection with the Services.
“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Seats.io is the Processor and that Seats.io will engage Sub-processors pursuant to the requirements set forth in Section 4 “Sub-processors” below.
Customer shall, in its use of the Services and provision of instructions, Process Personal Data in accordance with the requirements of applicable Data Protection Law. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.
As Customer’s Processor, Seats.io shall only Process Personal Data for the following purposes:
(i) Processing in accordance with the Agreement;
(ii) Processing initiated by Authorized Users in their use of the Services; and
(iii) Processing to comply with other reasonable instructions provided by Customer (e.g., via email or support tickets) that are consistent with the terms of the Agreement (individually and collectively, the “Purpose”). Seats.io acts on behalf of and on the instructions of Customer in carrying out the Purpose.
The subject-matter of Processing of Personal Data by Seats.io is the Purpose. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Exhibit B (Description of Processing Activities) to this DPA.
Seats.io shall, to the extent legally permitted, promptly notify Customer if Seats.io receives any requests from a Data Subject to exercise the following Data Subject rights: access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or to not be subject to an automated individual decision making (each, a “Data Subject Request”). Taking into account the nature of the Processing, Seats.io shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under applicable Data Protection Laws. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Seats.io shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Seats.io is legally permitted to do so and the response to such Data Subject Request is required under applicable Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from Seats.io’s provision of such assistance, including any fees associated with provision of additional functionality
Customer acknowledges and agrees that (a) Seats.io’s Affiliates (if any) may be retained as Sub-processors; and (b) Seats.io and Seats.io’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. As a condition to permitting a third-party Sub-processor to Process Personal Data, Seats.io will enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the Services provided by such Sub-processor. If such Sub-processor is situated outside the EEA and the Privacy Shield (or an equivalent system) does not apply, Customer agrees to enter into the Standard Contractual Clauses set out in Exhibit C and acknowledges that Sub-Processors may be appointed by Seats.io in accordance with Clause 11 of Exhibit C.
A current list of Sub-processors for the Services, including the identities of those Sub-processors and their country of location, is accessible via https://www.seats.io/legal/gdpr-sub-processors (“Sub-processor Lists”). Customer may receive notifications of new Sub-processors by e-mailing email@example.com with the subject “Subscribe Sub-processor list”, and if a Customer contact subscribes, Seats.io shall provide the subscriber with notification of new Sub-processor(s) before authorizing such new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.
Customer may reasonably object to Seats.io’s use of a new Sub-processor (e.g., if making Personal Data available to the Sub-processor may violate applicable Data Protection Law or weaken the protections for such Personal Data) by notifying Seats.io promptly in writing within ten (10) business days after receipt of Seats.io’s notice in accordance with the mechanism set out in Section 4.2. Such notice shall explain the reasonable grounds for the objection. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Seats.io will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Seats.io is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, either party may terminate without penalty the applicable Agreement with respect only to those Services which cannot be provided by Seats.io without the use of the objected-to new Sub-processor by providing written notice to Seats.io.
Seats.io shall be liable for the acts and omissions of its Sub-processors to the same extent Seats.io would be liable if performing the Services of each Sub-processor directly under the terms of this DPA.
Seats.io shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Security Practices Datasheet. Seats.io regularly monitors compliance with these measures. Seats.io will not materially decrease the overall security of the Services during a subscription term.
Seats.io has obtained the third-party certifications and audits set forth in the Security Practices Datasheet. Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Seats.io shall make available to Customer (or Customer’s independent, third-party auditor) information regarding Seats.io’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Datasheet. Customer may contact Seats.io in accordance with the “Notices” Section of the Agreement to request an on-site audit of Seats.io’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse Seats.io for any time expended for any such on-site audit at Seats.io’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Seats.io shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Seats.io. Customer shall promptly notify Seats.io with information regarding any noncompliance discovered during the course of an audit, and Seats.io shall use commercially reasonable efforts to address any confirmed non-compliance.
Seats.io maintains security incident management policies and procedures specified in the Security Practices Datasheet. Seats.io shall notify Customer of any breach relating to Personal Data (within the meaning of applicable Data Protection Law) of which Seats.io becomes aware and which may require a notification to be made to a Supervisory Authority or Data Subject under applicable Data Protection Law or which Seats.io is required to notify to Customer under applicable Data Protection Law (a “Customer Data Incident”). Seats.io shall provide commercially reasonable cooperation and assistance in identifying the cause of such Customer Data Incident and take commercially reasonable steps to remediate the cause to the extent the remediation is within Seats.io’s control. The obligations herein shall not apply to incidents that are caused by Customer, Authorized Users and/or any NonSeats.io Products.
Upon termination of the Services for which Seats.io is Processing Personal Data, Seats.io shall, upon Customer’s request, and subject to the limitations described in the Agreement and the Security Practices Datasheet, return all Customer Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless applicable law prevents it from returning or destroying all or part of Customer Data. For clarification, depending on the Service plan purchased by Customer, access to export functionality may incur additional charge(s) and/or require purchase of a Service upgrade. Seats.io agrees to preserve the confidentiality of any retained Customer Data and will only actively Process such Customer Data after such date in order to comply with the laws it is subject to.
The parties acknowledge and agree that Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Controller Affiliates, thereby establishing a separate DPA between Seats.io and each such Controller Affiliate subject to the provisions of the Agreement and this Section 8 and Section 9. Each Controller Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, a Controller Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services by Controller Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by a Controller Affiliate shall be deemed a violation by Customer.
The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Seats.io under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Controller Affiliates.
If a Controller Affiliate becomes a party to the DPA with Seats.io, it shall, to the extent required under applicable Data Protection Laws, also be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
8.3.1 Except where applicable Data Protection Laws require the Controller Affiliate to exercise a right or seek any remedy under this DPA against Seats.io directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Controller Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Controller Affiliate individually but in a combined manner for all of its Controller Affiliates together (as set forth, for example, in Section 8.3.2, below).
8.3.2 The parties agree that the Customer that is the contracting party to the Agreement shall, if carrying out an on-site audit of the Seats.io procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Seats.io by combining, to the extent reasonable possible, several audit requests carried out on behalf of different Controller Affiliates in one single audit.
Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Controller Affiliates and Seats.io, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, Seats.io’s and its Affiliates’ total liability for all claims from the Customer and all of its Controller Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Controller Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Controller Affiliate that is a contractual party to any such DPA.
With effect from 25 May 2018, Seats.io will Process Personal Data in accordance with the GDPR requirements directly applicable to Seats.io’s provisioning of the Services.
Upon Customer’s request, Seats.io shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Seats.io. Seats.io shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority, to the extent required under the GDPR.
Currently, Seats.io is not aware of any transfers of Personal Data outside the European Economic Area. If and when such transfer will occur, and to the extent such transfers are subject to such applicable Data Protection Laws, the Standard Contractual Clauses set forth in Exhibit C to this DPA apply, subject to Exhibit A. Seats.io may decide to self-certify under applicable Privacy Shield processes or any process that has materially the same effect, in which case, such processes will apply.
The Section “HOW THIS DPA APPLIES” specifies which Seats.io entity is party to this DPA. In addition, Seats.io is a party to the Standard Contractual Clauses in Exhibit C.
This DPA applies to any Customer of seats.io unless specified otherwise. If Customer has previously executed a data processing addendum with Seats.io, this DPA supersedes and replaces such prior Data Processing Addendum
This DPA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Belgium.
List of Exhibits
The parties' authorized signatories have duly executed this DPA:
On behalf of Customer:
Name (written out in full): ___________________
On behalf of Seats.io:
Name: Joren De Wachter
Address: Overwindenstraat 175, 3400 Landen