Data Privacy

Code Contract as Data Processor

THIS AGREEMENT is made on 12th March 2018

(1) CODE is the trading name of the Confederation of Dental Employers ltd company number 01763779.

CODE is also a trading name of Codeplan ltd compant number 03927086.

iComply is a trading name of Codeplan ltc.

Both the Confederation of Dental Employers ltd and Codeplan ltd are incorporated in and established under the laws of England. Their registered office is at Elm Tree House, Bodmin Street, Holsworthy, Devon, EX22 6BB.

CODE is (the “Processor”)

(2) Members of CODE, members of iComply application, members of CODE Total HR service, members of the Quality Practice Scheme, Codeplan practices are (“Members”) AND non-members (“Clients”) who use CODE services such as consultancy, training and seminars are for the purposes of this agreement are (the “Controller”).

BACKGROUND

(A) The Controller processes personal data in connection with their business activities.

(B) The Processor processes personal data on behalf of the Controller. This includes the use of cloud-based software services.

(C) The personal data to be processed will include:

1. Personal data relating to practice management, compliance and teams
2. Personal data relating to practice team members’ engagement via the outsourced HR app
3. Personal data relating to clients
4. Special category data relating to patients to process payment and membership of their dental plans

(D) In compliance with the GDPR and national law, the Processor provides this processing Agreement.

THE PROCESSOR AGREES AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION
   1. In this Agreement the following words and phrases shall have the following meanings, unless inconsistent with the context or as otherwise specified:“GDPR” shall mean the General Data Protection Regulation (Regulation (EU) 2016/679);“personal data” shall mean 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 to an identification number or to one or more factors specific to his physical, physiological, mental, economic cultural or social identity;

      “processing or personal data” or “processing” shall mean any operation or set of operations which is performed upon personal data, wether or not by automatic means, such as collection, recording, organization, storage, adaption or alternation, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. Processing of personal data includes the processing of special category data for the purposes of the provision of health care as well as for maintaining the health records and criminal record check details of the the employees and contractors in our team;

      “sub-contract” and “sub-contracting” shall mean the process by which either party arranges for a third party to carry out its obligations under this Agreement and “Sub Contractor” shall mean the party whom the obligations are subcontacted; and

      “technical and organisational security measures” shall mean measures to protect personal data against accidental or unlawful destruction or accidental loss, alternation, unauthorised disclosure or access and against all other unlawful forms of processing.

2. CONSIDERATION
   1. The Processor shall comply with the security, confidentiality and other obligations imposed on it under this Agreement.
3. OBLIGATIONS OF PROCESSOR
   1. The Processor agrees to implement appropriate technical and organisational security measures to ensure processing meets the requirements of the GDPR and any applicable UK legislation and is otherwise secure.
   2. The Processor agrees to provide the Controller with whatever information it needs to ensure that it has the technical and organisational security measures required by the GDPR and any applicable UK legislation.
   3. The Processor agrees to only act as necessary according to the Membership Terms and Conditions (unless required by law to act without such instructions)
   4. The Processor agrees to only submit to reasonable requests for information by the Controller.
   5. The Processor agrees to assist the Controller in providing subject access and allowing data subjects to exercise their rights under the GDPR and any applicable UK legislation.
   6. The Processor agrees to assist the Controller in meeting its GDPR obligations (and any obligations under applicable UK legislation) in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
   7. The Processor agrees to inform the Controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state
   8. Nothing within the Agreement relieves the Processor of its own direct responsibilities and liabilities under the GDPR or any applicable UK legislation.
4. CONFIDENTIALITY
   1. The Processor agrees that it shall maintain the personal data processed by the Processor on behalf of the Controller in confidence. In particular, the Processor agrees that, save with the prior written consent of the Controller, it shall not disclose any personal data supplied to the Processor by, for, or on behalf of, the Controller to any third party.
   2. The Processor shall not make any use of any personal data supplied to it by the Controller otherwise than in connection with the provision of services to the Controller.
   3. The obligations in clauses 4.1 and 4.2 above shall continue indefinitely after the cessation of the provision of services by the Processor to the Controller.
   4. The Processor confirms that all people processing the data are subject to a duty of confidence.
   5. Nothing in the Agreement shall prevent either party from complying with any legal obligation imposed by a regulator or court. Both parties shall however, where possible, discuss together the appropriate response to any request from a regulator or court for disclosure of information.
5. SUB-CONTRACTING
   1. The Processor shall not sub-contract any of its rights or obligations under this Agreement without the confirming that the company it is sub-contracting to meets similar standards as covered by this agreement.
   2. If personal data is stored outside of the EU the only non-EU country acceptable to CODE is the USA. The chosen USA companies will only be engaged if they are certified with the EU-US Privacy Shield and CODE has a link to their appropriate data privacy terms or CODE has an agreement with them which is similar to this one.
6. TERM
   1. This Agreement shall continue in full force and effect for so long as the Processor is processing personal data on behalf of the Controller.
   2. The Processor agrees to delete all personal data to the Controller as requested at the end of the Agreement as follows: For members personal data will be deleted 10 years following the end of the membership, for Clients personal data will be deleted 6 years following the last time that CODE was engaged and for other individuals personal data will be deleted 2 years after their data was last processed,
7. GOVERNING LAW
   1. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
   2. This Agreement 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 law of England and Wales.

To view the full signed document please download below.