Data Processing Addendum

This Data Processing Addendum (the "Addendum") forms part of the Mayday Terms of Use (and any ancillary or related documentation), as updated or amended from time to time (the "Agreement"), between you, the Customer (as defined below) and Mayday.

Whereas:

(A) The Company acts as a Data Controller.
​

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
​

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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).
​

(D) The Parties wish to lay down their rights and obligations.

It is agreed as follows:

Unless otherwise defined herein, capitalised 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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;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:

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 accounting automation services the Company provides.

"Sub-processor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

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.
​

Processor shall:

The Company instructs Processor to process Company Personal Data.

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.

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 organisational 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.

The Customer consents to Mayday engaging third-party sub-processors to process the Data for the Permitted Purpose provided that:

Mayday remains liable for any breach of this Addendum that is caused by an act, error or omission of its sub-processor. The Customer may object to Mayday'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, Mayday will either not appoint or replace the sub-processor or, if Mayday determines at its sole discretion that this is not reasonably possible, the Customer may suspend or terminate the Agreement without penalty (without prejudice to any fees incurred by the Customer up to and including the date of suspension or termination).

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:

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 cooperate 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.

If Mayday believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it will inform the Customer and provide reasonable cooperation to the Customer in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.

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.

Mayday will not transfer the Data outside of the European Economic Area (EEA) nor the United Kingdom (UK) unless it has taken such measures as are necessary to ensure the transfer is in compliance with the Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission and/or the UK Secretary of State (as applicable) has decided provides adequate protection for personal data (for example, Australia) or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission and/or UK Secretary of State or UK Information Commissioner (as applicable). To this end, you authorise Mayday to enter into standard contractual clauses as your agent and on your behalf with any recipient of Data who is not located in an Adequate Country where this is necessary for compliance with Applicable Data Protection Law.

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:

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.

The subject matter of personal data to be processed is that of the employees, suppliers, and contacts of the Customer entered by or at the Customer's election into the Mayday platform.

The duration of processing personal data shall be for as long as we have a business relationship with the Customer, and at the end of that relationship, we will act in accordance with clause 9.a regarding the deletion or return of such personal data.

The nature and purpose of processing personal data is to enable the functionality of the Mayday Platform as set out in the Agreement and related documentation.

The types of personal data processed include:

a) names

b) email addresses

c) personal data incidentally contained within accounting and financial records processed through the platform in the course of providing the services, including but not limited to invoices, bills, credit notes, purchase orders, bank transaction records, and related documents. Such records may contain personal data where they relate to or identify a natural person, including:

The categories of data subjects include:

a) employees of Customer

b) suppliers/service providers of Customer

c) customers/clients of Customer

The controller has authorised the use of the following sub-processors:

This Annex supplements the Addendum and applies to the extent that Company Personal Data processed by Mayday under the Addendum includes personal information within the meaning of the Privacy Act 1988 (Cth) ("Australian Personal Information"). It sets out how the parties' obligations under the Addendum operate in respect of the Australian Privacy Principles ("APPs"). Except as expressly modified by this Annex, all terms of the Addendum continue to apply to Australian Personal Information.

"APPs" means the Australian Privacy Principles set out in Schedule 1 to the Privacy Act.

"Privacy Act" means the Privacy Act 1988 (Cth), as amended from time to time.

"Australian Personal Information" means Company Personal Data that is also "personal information" as defined in the Privacy Act.

Terms not defined in this Annex have the meaning given to them in the Addendum.

Mayday will handle Australian Personal Information consistently with the APPs to the extent the APPs apply to Mayday in its capacity as a processor providing the Services. Nothing in this Annex affects the Customer's own obligations as an APP entity, including in respect of the collection, notification, use, or disclosure of personal information to or from parties other than Mayday.

The terms of the Addendum apply in addition to this Annex in respect of Australian Personal Information. Where the Addendum refers to obligations framed by reference to the GDPR or EU/UK Data Protection Laws, those measures apply equally to Australian Personal Information as the means by which Mayday gives effect to the equivalent protections under the APPs. If there is a direct conflict between the Addendum and this Annex in respect of Australian Personal Information, this Annex prevails to the extent of that conflict.

Mayday will use and disclose Australian Personal Information only as necessary to provide the Services, as otherwise instructed by the Customer, or as required by law. In particular, Mayday will not use Australian Personal Information to train, tune, or improve any artificial intelligence or machine learning model, except where the Customer has expressly provided that information to Mayday for that purpose, or has otherwise consented. Where Mayday uses artificial intelligence in providing the Services, Australian Personal Information processed by those features is not retained by, or disclosed to, any third-party model provider for that provider's own purposes.

The Customer acknowledges that Mayday's provision of the Services may involve Australian Personal Information being disclosed to, stored by, or otherwise handled by Mayday or its Sub-processors outside Australia, including in the United Kingdom, the European Economic Area, and the United States. Mayday's current Sub-processors and their functions are listed in Annex B.

Mayday will take reasonable steps to ensure that any such overseas handling of Australian Personal Information does not result in an act or practice that would breach the APPs had it occurred in Australia, including by:

Where Mayday reasonably determines that an exception under APP 8.2 applies (including because the Customer has expressly consented to a disclosure, or because the overseas recipient is subject to a law or binding scheme that has the effect of protecting the information in a way that, overall, is at least substantially similar to the APPs) Mayday may rely on that exception in place of the reasonable steps described above.

In addition to the Personal Data Breach provisions of the Addendum, where a Personal Data Breach affects Australian Personal Information, Mayday will notify the Customer without undue delay and provide the information reasonably necessary for the Customer to assess, and where applicable comply with, its own obligations under Part IIIC of the Privacy Act (the Notifiable Data Breaches scheme).

Taking into account the nature of the processing, Mayday will assist the Customer, insofar as reasonably possible, to respond to requests from individuals to access or correct their Australian Personal Information, consistent with the Data Subject Rights provisions of the Addendum. Mayday will not respond directly to such a request except on the Customer's documented instructions or as required by law.

The deletion and return provisions of the Addendum apply to Australian Personal Information. On written request, Mayday will confirm that Australian Personal Information has been deleted or de-identified in accordance with those provisions.

Nothing in this Annex limits any right or protection available to the Customer, or to a data subject, under the Addendum.

Capitalised terms used but not defined in this Annex have the meaning given to them in the Addendum.

For any issues or questions surrounding GDPR, data deletion requests, or data processing requests please email support@getmayday.com.