Privacy Policy & Data Processing Agreement

This Privacy Policy and Data Processing Agreement (“Agreement” or “Policy”) are a legally binding agreement between you (“you” or “your”) and Sunday BV (“Sunday,” “we,” “our,” “Data Processor”, or “us”) governing your use of the Service and your relationship with us. Together referred to as the “Parties”.

You accept and agree to these Terms of Service by:

• Accessing or using the Service;
• Clicking to accept these Terms of Service, or
• Accepting these Terms of Service in any other way.

If you do not agree to these Terms of Service, you shouldn’t access (and you don’t have our permission to access) the Service.

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 and all Schedules;
• “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
• “Contracted Processor” means a Subprocessor;
• “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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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;
• “Data Transfer” means: a transfer of Company Personal Data from the Company to a Contracted Processor; or an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, 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);
• “Services” means the logistical services the Data Provider provides.
• “Subprocessor” means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Company in connection with the Agreement.
• “Logistical task” means all tasks relating to the process of planning and organizing to make sure that resources are in the places where they are needed, so that an activity or process happens effectively.

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 Company Personal Data

Processor shall:

• Comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
• Not Process Company Personal Data other than on the relevant Company’s documented instructions.

The Company instructs the Processor to process Company Personal Data. The list of types of Personal Data can be found in annex 1 to this Agreement.

If the processing and transfer are required by law, the Processor will inform the Company of that legal requirement before processing.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company 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 Contracted 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 Company 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

• Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required by the Company. Company gives Processor a general consent for any Subprocessor which performs Logistical Tasks.
• In case the Processor engages a Subprocessor, the Processor will include the same obligations set out in this Agreement in the sub-processor agreement and the Processor shall be fully liable to the Company for a sub-processor’s failure to fulfill data protection obligations.
• In case Processor appoints a Subprocessor, apart from any subprocessor defined in article 5.1, with the prior consent of the Company, the Processor shall inform the Company of any intended changes regarding the addition or replacement of sub-processors 14 days before the change takes place via sending an email to the Company’s data protection team, and shall give the Company an opportunity to object to changes.

6. Data Subject Rights

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

Processor shall:

• Promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
• Ensure that it does not respond to that request except on the documented instructions of Company 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 Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

• Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company 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 Company and take reasonable commercial steps as directed by Company 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 Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or Return of Company Personal Data

Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data, and on request, provide proof of deletion.

10. Audit Rights

• Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
• Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, 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.

12. General Terms

• Confidentiality.Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; (b) the relevant information is already in the public domain.
• Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
• In the event of the termination of the Service Agreement, this Agreement shall be terminated on the Cessation Date and the Processing of Company Personal Data shall no longer take place, the confidentiality of the information disclosed shall survive termination.
• In the event of any conflict or inconsistency between this privacy policy and data processing agreement and any separately agreed written terms between the parties (including but not limited to commercial agreements, service level agreements, or custom project terms), the specifically agreed terms shall prevail.

13. Disputes

• This Agreement is governed by the laws of Belgium.
• Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the competent courts of Belgium.