Effective Date: 14-Mar-23
Last Updated on: 14-Mar-23
‍This Data Processing Agreement (the “DPA”) constitutes a legally binding agreement between UrbanPiper and the Customer. UrbanPiper and the Merchant are hereinafter referred to individually as a “Party” and collectively as the “Parties”).
This DPA forms an integral part of the services agreement between the Parties describing and governing the Merchant’s access to and use of the Services (the “Terms”) and is applicable where (i) UrbanPiper Processes the Merchant’s Personal Data and (ii) UrbanPiper is the Processor of Merchant’s Personal Data originating from the EEA, United Kingdom and/or Switzerland.
1. Definitions
Terms not specifically defined herein shall have the meaning ascribed thereto in the Terms. In this DPA, the following terms shall have the following meanings:
“
Data Protection Laws” shall mean (a) the GDPR; (b) in respect of the UK, the GDPR as saved into United Kingdom by virtue of section 3 of the United Kingdom European Union (Withdrawal) Act 2018 (“
UK GDPR”) and the Data Protection Act, 2019 (together, “
UK Data Protection Laws”); (c) the Swiss Federal Data Protection Act and its implementing regulations (“
Swiss DPA”) in each case, as may be amended, superseded or replaced.
“
GDPR” shall mean 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).
“Personal Data” shall mean 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 forming a part of Customer Data.
“
Restricted Transfer” means: (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.
“Sensitive Personal Information” shall mean information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.
“
Standard Contractual Clauses” or “
SCCs” means (i) where the GDPR applies, the standard contractual clauses as approved by the European Commission (Implementing Decision (EU) 2021/914 of 04 June 2021) Implementing Decision (EU) 2021/914 of 04 June 2021) and available at
https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914 (“
EU SCCs”); (ii) where the UK GDPR applies, the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner, Version B1.0, in force from 21 March 2022 set forth as Schedule D (“
UK SCCs”) and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the “
Swiss SCCs”) (in each case, as updated, amended or superseded from time to time).
“
Controller”, “
Data Subject”, “
Personal Data Breach”, “
Processor” and “
Process(ing)” shall have the meaning given to them in the GDPR.
‍
2. Scope and Responsibilities
2.1. This DPA applies to Processing of Personal Data originating from the UK, EEA and/or Switzerland.
2.2. UrbanPiper shall Process Personal Data only on Merchant’s behalf and at all times only in accordance with this DPA. For the avoidance of doubt, UrbanPiper shall be the Processor where Merchant is the Controller of the Personal Data and where Merchant is the Processor, UrbanPiper shall be the sub-processor of Personal Data.
2.3. Within the scope of the Terms, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.
3. Term and Termination
3.1. This DPA becomes effective upon the Merchant Subscribing to the Services by agreeing to the Terms. It shall continue to be in force and effect as long as UrbanPiper is Processing Personal Data pursuant to the Terms and shall terminate automatically thereafter.
3.2. Where amendments are required to ensure compliance of this DPA or a Schedule with Data Protection Laws, the Parties shall make reasonable efforts to agree on such amendments upon the Merchant’s request. Where the Parties are unable to agree upon such amendments, either Party may terminate the Terms in accordance with the termination procedure contained therein.
4. Processing Instructions
4.1. UrbanPiper will Process Personal Data in accordance with Merchant’s instructions. This DPA contains Merchant’s initial instructions to UrbanPiper. The Parties agree that Merchant may communicate any change in its initial instructions to UrbanPiper by way of amendment to this DPA, which shall be signed by the Parties.
4.2. For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this DPA (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the contract change procedure under the respective agreement.
4.3. UrbanPiper shall without undue delay inform the Merchant in writing if, in its opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing.
5. Processor Personnel
5.1. UrbanPiper will restrict its personnel from Processing Personal Data without authorization. UrbanPiper will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.
6. Disclosure to Third Parties; Data Subjects Rights
6.1. UrbanPiper will not disclose Personal Data to any government agency, court, or law enforcement except with Merchant’s written consent or as necessary to comply with applicable mandatory laws. If UrbanPiper is obliged to disclose Personal Data to a law enforcement agency, UrbanPiper agrees to give the Merchant reasonable notice of the access request prior to granting such access, to allow the Merchant to seek a protective order or other appropriate remedy. If such notice is legally prohibited, UrbanPiper will take reasonable measures to protect the Personal Data from undue disclosure as if it were UrbanPiper’s own confidential information being requested and shall inform the Merchant promptly as soon as possible if and when such legal prohibition ceases to apply.
6.2. In case the Merchant receives any request or communication from Data Subjects which relate to the Processing of Personal Data ("Request"), UrbanPiper shall reasonably provide the Merchant with full cooperation, information and assistance ("Assistance") in relation to any such Request where instructed by you.
6.3. Where UrbanPiper receives a Request, UrbanPiper shall (i) not directly respond to such Request, (ii) forward the Request to the Merchant within seven (7) business days of identifying the Request as being related to the Merchant and (iii) provide Assistance according to further instructions from Merchant.
7. Technical and Organizational Measures
7.1. UrbanPiper shall implement and maintain appropriate technical and organizational security measures to ensure that Personal Data is Processed according to this DPA, to provide assistance and protect Personal Data against a Personal Data Breach ("TOMs"). Such measures shall include the measures set out in Schedule B.
8. Assistance with Data Protection Impact Assessment
8.1. Where a Data Protection Impact Assessment ("DPIA") is required under applicable Data Protection Laws for the Processing of Personal Data, UrbanPiper shall provide, upon request, to Merchant any information and assistance reasonably required for the DPIA including assistance for any communication with data protection authorities, where required, unless the requested information or assistance is not pertaining to UrbanPiper’s obligations under this DPA.
8.2. Merchant shall pay UrbanPiper reasonable charges for providing the assistance in Clause 8, to the extent that such assistance cannot be reasonably accommodated within the normal provision of the Services.
9. Information Rights and Audit
9.1. UrbanPiper shall, in accordance with Data Protection Laws, make available to Merchant on request in a timely manner such information as is necessary to demonstrate compliance by UrbanPiper with its obligations under the Data Protection Laws.
9.2. UrbanPiper shall, upon reasonable notice, allow for and contribute to audits of its Processing of Personal Data, as well as the TOMs (including data Processing systems, policies, procedures and records), during regular business hours and with minimal interruption to its business operations. Such audits shall be conducted by Merchant, its affiliates or an independent third party on its behalf (which will not be a competitor of UrbanPiper’s business) that is subject to reasonable confidentiality obligations.
9.3. Merchant shall pay UrbanPiper reasonable costs of allowing or contributing to audits or inspections in accordance with Clause 9.2 where Merchant wishes to conduct more than one audit or inspection every twelve (12) months.
9.4. UrbanPiper will immediately refer to Merchant any requests received from national data protection authorities that relate to its Processing of Personal Data.
9.5. UrbanPiper undertakes to reasonably cooperate with the Merchant in its dealings with national data protection authorities and with any audit requests received from national data protection authorities.
10. Personal Data Breach Notification
In respect of any Personal Data Breach (actual or reasonably suspected), UrbanPiper shall:
10.1. notify Merchant of a Personal Data Breach involving UrbanPiper or a subcontractor without undue delay.
10.2. provide reasonable information, cooperation and assistance to Merchant in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.
11. Use of sub-processors
11.1. UrbanPiper has Merchant’s general authorisation for the engagement of third-party sub-processors from an agreed list, as set forth in Schedule A. UrbanPiper will notify Merchant’s account administrator of any intended changes to that list through the appointment or replacement of any sub-processor at least fifteen (15) days in advance. Merchant may object to UrbanPiper’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, UrbanPiper will either not appoint or replace the sub-processor or, if this is not possible, UrbanPiper may suspend or terminate the Services (without prejudice to any fees accrued prior to such suspension or termination).
11.2. Where UrbanPiper, with Merchant’s authorisation, engages a sub-processor, it shall do so only by way of a binding written contract which imposes on the sub-processor essentially the same data protection obligations as the ones imposed on UrbanPiper under this DPA and in accordance with Art. 28 of the GDPR.
11.3. Where the sub-processor fails to fulfil its data protection obligations under the subcontracting agreement, UrbanPiper shall remain fully liable to Merchant for the fulfilment of its obligations under this DPA and for the performance of the sub-processor’s obligations.
12. International Data Transfers
12.1. The Parties agree that when the transfer of Personal Data from the Data Exporter to Data Importer is a Restricted Transfer and applicable Data Protection Laws require that appropriate safeguards are put in place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA as follows:
a. In relation to transfers of Personal Data originating from the EEA and subject to the EU GDPR, the SCCs shall apply, completed as follows:
- Module 2 (Controller to Processor) shall apply where Merchant is a Controller and UrbanPiper is a Processor. Module 3 (Processor to Processor) shall apply where Merchant is a Processor and UrbanPiper is a sub-processor;
- in Clause 7, the optional docking clause will apply;
- in Clause 9(a), Option 2 shall apply;
- in Clause 11, the optional language will not apply;
- in Clause 17, Option 1 will apply, and the EU SCCs will be governed by EU law;
- in Clause 18(b), disputes shall be resolved before the courts of EU;
- Annex I of the EU SCCs shall be deemed completed with the information set out in Schedule A to this DPA; and
- Annex II of the EU SCCs shall be deemed completed with the information set out in Schedule B to this DPA;
b. In relation to transfers of Personal Data originating from Switzerland and subject to the Swiss DPA, the EU SCCs as implemented under sub-paragraph (a) above will apply with the following modifications:
- references to Regulation (EU) 2016/679; shall be interpreted as references to the Swiss DPA;
- references to specific Articles of Regulation (EU) 2016/679; shall be replaced with the equivalent article or section of the Swiss DPA;
- references to “EU”, “Union”, “Member State”, and “Member State law” shall be replaced with references to “Switzerland” or “Swiss law”;
- the term “member state” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., Switzerland);
- Clause 13(a) and Part C of Annex I are not used and the “competent supervisory” is the Swiss Federal Data Protection Information Commissioner;
- references to the “competent supervisory authority” and “competent courts” shall be replaced with references to the “Swiss Federal Data Protection Information Commissioner” and “applicable courts of Switzerland”;
- in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland; and
- With respect to transfers to which the Swiss DPA applies, Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.
c. Where the UK GDPR applies, the UK SCCs shall apply to transfers of Personal Data originating in the UK to any other country not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for Personal Data.
12.2. For the purposes of descriptions in the SCCs and the UK SCCs, Merchant agrees that Merchant is the “data exporter” and UrbanPiper is the “data importer”
12.3. The Parties agree that if the Standard Contractual Clauses are replaced, amended or no longer recognized as valid under Data Protection Laws, or if a Supervisory Authority and/or Data Protection Legislation requires the adoption of an alternative transfer solution, the data exporter and data importer will: (i) promptly take such steps requested including putting an alternative transfer mechanism in place to ensure the processing continues to comply with Data Protection Laws; or (ii) cease the transfer of Personal Data and at the data exporter’s option, delete or return the Personal Data to the data exporter.
13. Deletion or Return of Personal Data
Upon termination of the Merchant’s account, UrbanPiper will delete all Customer Data in accordance with the procedure set forth in the Terms. This requirement shall not apply to the extent that UrbanPiper is permitted by applicable law to retain some or all of the Personal Data, in which event UrbanPiper shall isolate and protect the Personal Data from any further Processing.
14. Miscellaneous
14.1. In case of any conflict, the provisions of this DPA shall take precedence over the Terms or provisions of any other agreement with UrbanPiper.
14.2. No Party shall receive any remuneration for performing its obligations under this DPA except as explicitly set out herein or in another agreement.
14.3. Where this DPA requires a “written notice” such notice can also be communicated per email to the other Party. Notices shall be sent to the contact persons set out in Schedule A.
14.4. Any supplementary agreements or amendments to this DPA must be made in writing and signed by both Parties
14.5. Should individual provisions of this DPA become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this DPA.
The following Schedules forms an integral part of this DPA
SCHEDULE A
A. LIST OF PARTIES UNDER THE SCCs
Data exporter(s): [
Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
The Data Exporter is the entity that has subscribed to the Terms and their contact details are as provided by them while subscribing to the Terms.
Signature & Date: By entering into the Terms, Data Exporter is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the DPA.
Data importer(s): [
Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
1. Name: UrbanPiper Technology India Private Limited.
   Address: Unit 204 Brigade IRV Center, Nallurhalli, Whitefield, Bangalore - 560066
   Contact person’s name, position and contact details:
   Name: Anirban Majumdar
   Designation: Director
   Contact: infosec
@urbanpiper.com Activities relevant to the data transferred under these Clauses: As specified in Part B of Schedule A
Signature & Date:Â By entering into the Terms, Data Importer is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the DPA.
Role (controller/processor): Processor/sub-processor of data exporter
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: data exporter’s customers, data exporter’s users, admins or other individuals whose Personal Data is, transmitted or, made available to the data importer by the data exporter in the course of data exporter’s use of Services.
Categories of personal data transferred
The transferred Personal Data concerns the following categories of data:
The data exporter determines the categories of Personal Data which could be transferred per the Services as stated in the Terms. Such categories may include the following categories of data: (i) For the Atlas module: name, e-mail address, phone number, location data, gender, birthday, anniversary, system access / usage / authorization data, device data; (ii) For the Prime Module: Module: name, e-mail address, phone number date of birth, location data, customer tax number, system access / usage / authorization data, device data.
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.
‍No sensitive data transferred. The data exporter shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Information to the data importer for processing.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis)
Personal Data is transferred on a continuous basis during the term of the Merchant’s account.
Nature of the processing
Collection, recording, organisation, storage, retrieval, use, disclosure by transmission or otherwise making available, alignment or combination, restriction (whether or not by automated means).
Purpose(s) of the data transfer and further processing
Personal Data is transferred in the course of access and use by the data exporter of the Services so that the data importer may provide, support, maintain and improve the Services.
The data importer may further transfer Personal Data to third-party service providers that host and maintain the data importer’s applications, backup, storage, and other services as specified in the section on sub-processors below. These third-party service providers may have access to or Process Personal Data for the purpose of providing these services to the data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Upon termination of the data exporter’s account, the data importer will delete all Personal Data in accordance with clause 13 of the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
‍
| Name of the Sub-processor |
Subject Matter |
Nature |
Duration |
| Amazon Web Services |
Cloud service provider |
Storage |
Ongoing |
| Mixpanel |
Analytics |
Storage |
Ongoing |
C. COMPETENT SUPERVISORY AUTHORITY
In respect of the SCCs:
Module 2: Transfer Controller to Processor
Module 3: Transfer Processor to Processor
Where Merchant is the data exporter, the supervisory authority shall be the competent supervisory authority that has over Merchant in accordance with Clause 13 of the SCCs.
SCHEDULE B
TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA EXPLANATORY NOTE:
The technical and organisational measures must be described in specific (and not generic) terms and need to clearly indicate which measures apply to each transfer/set of transfers.
| Measures of pseudonymisation and encryption of personal data |
UrbanPiper’s databases that store Customer Personal Data are encrypted using the Advanced Encryption Standard (AES). Customer data is encrypted in transit between the Customer’s software application and DigitalOcean using TLS v1.2 |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
|
UrbanPiper uses a variety of tools and approaches to achieve high availability and resiliency. UrbanPiper’s infrastructure spans multiple fault-independent availability zones which are physically separated from one another. UrbanPiper’s infrastructure is able to detect and route around issues experienced by hosts in real time and employ orchestration tooling that has the ability to regenerate hosts, building them from the latest backup. UrbanPiper also leverages specialized tools that monitor server performance, data, and traffic load capacity within each availability zone and colocation data center. If suboptimal server performance or overloaded capacity is detected on a server within an availability zone or colocation data center, these tools increase the capacity or shift traffic to relieve any suboptimal server performance or capacity overload. UrbanPiper is also immediately notified in the event of any suboptimal server performance or overloaded capacity.
|
| Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing |
UrbanPiper conducts a variety of regular internal and external audits (VAPT) that are inclusive of security operations. |
Measures for the protection of data during transmission
Measures for the protection of data during storage
|
UrbanPiper’s databases that store Customer Personal Data are encrypted using the Advanced Encryption Standard (AES). Customer data stored by UrbanPiper is encrypted in transit between the Customer’s software application and UrbanPiper using TLS v1.2.
|
|
Measures for ensuring events logging
|
Logging of service, user and security events (web server logs, application server logs, etc.) is enabled and retained centrally.
UrbanPiper restricts access to these logs to authorized personnel based on job responsibilities.
|
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure
|
More information about how UrbanPiper processes personal data is set forth in the Privacy Policy available at:
https://www.urbanpiper.com/legal/privacy-policy
|
|
Technical and organizational measures to be taken by the [sub]-processor to provide assistance to the controller and, for transfers from a processor to a [sub]-processor, to the Customer.
|
When UrbanPiper engages a Subprocessor, UrbanPiper and the Subprocessor enter into an agreement with data protection obligations substantially similar to those contained in this Schedule. Each Subprocessor agreement must ensure that UrbanPiper is able to meet its obligations to Customer. In addition to implementing technical and organizational measures to protect personal data, sub-processors must (a) notify UrbanPiper in the event of a Security Incident so UrbanPiper may notify Customer; (b) delete personal data when instructed by UrbanPiper in accordance with Customer’s instructions to UrbanPiper; (d) not change the location where personal data is processed.
|
SCHEDULE C
‍
LIST OF SUB-PROCESSORS
As specified in Schedule A.B
SCHEDULE D
This UK SCCs shall stand included as an addendum to the EU SCCs set implemented under Clause 12.1 (a) of this DPA.
Part 1: Tables
For data transfers from the United Kingdom that are subject to the UK SCCs, the UK SCCs will be deemed entered into (and incorporated into this Data Processing Addendum by this reference) and completed as follows:
(a) In Table 1 of the UK SCCs, the Parties’ details and key contact information shall be as set forth in Schedule A.A.
(b) In Table 2 of the UK SCCs, information about the version of the Approved EU SCCs, modules and selected clauses which this UK SCC is appended to shall be as set forth in Clauses 11.1 and 12.1(a)(i), (ii), (iii), (iv) of this DPA.
(c) In Table 3 of the UK SCCs:
i. Annex 1A: List of Parties: Parties are as set forth in Schedule A.A.
ii. Annex 1B: Description of Transfer: Description of Transfer is as set forth in Schedule A.B.
iii. Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: TOMs are as set forth in Schedule B.
iv. Annex III: List of Sub processors: Sub processors are as set forth in Schedule A.B.
(d) In Table 4 of the UK SCCs, both the data importer and the data exporter may end the UK SCCs in accordance with the terms of the UK SCCs.
Part 2: Mandatory Clauses
Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses.
