BrightHR will only process personal data in accordance with the User’s instructions, the User retains the responsibilities of the data controller and determines the purposes and means of processing personal data.

1. During Processing the Provider shall
   
   
   1. comply with the General Data Protection Regulation and the Data Protection Act 2018;
   2. only process the Personal Data for the purposes of performing its obligations under this Agreement and in accordance with the written instructions given by the User from time to time, unless the party is subject to an obligation under applicable law (including Data Protection Law) of the European Union or a member state of the European Union to do otherwise, in which case the party shall (unless prohibited by law) notify the User in advance of that legal obligation;
   3. notify the User immediately if an instruction from the User breaches a requirement of Data Protection Law;
   4. not disclose the Personal Data to any third party in any circumstances other than on the User's written instructions, with the User's specific written consent or where required to do so by applicable law (including (without limitation) Data Protection Law);
   5. with respect to the Personal Data 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, implement and maintain 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)(a), (b), (c) and (d) of the GDPR , and the measures shall, at a minimum, comply with the requirements of Data Protection Law, including Article 32 of the GDPR;.
   6. ensure that all personnel with access to Personal Data:
      1. are subject to a contractual duty of confidence to hold the Personal Data in strict confidence;
      2. only process the Personal Data in the manner permitted by this Schedule;
   7. at the User's request, provide the User with such assistance as is contemplated by Article 28(3)(f) of the GDPR;
   8. immediately notify the User in writing of each Security Incident of which it becomes aware;
   9. assist the User with all data subject rights requests received from data subjects of the Personal Data, including (without limitation) by providing to the User such assistance as is contemplated by Article 28(3)(e) of the GDPR;
   10. if it receives any complaint, notice, request (including any subject access request) or communication (whether from a data subject, data protection regulator or other person) which relates directly or indirectly to the processing of Personal Data or to either party's compliance with Data Protection Law, it shall immediately notify the User in writing and it shall provide the User with full cooperation and assistance in relation to the same, and shall not respond to the complaint, notice, request or communication without the prior written consent of the User (except to the extent required by law), provided that the Supplier may acknowledge receipt;
   11. only transfer access or process Personal Data outside the EEA when expressly authorised or instructed by the User in writing. Any transfers taking place between the EEA and the UK will be governed by a safeguard mechanism in the form of an Standard Contractual Clause (SCC).  Where the User is based in the EEA, for example Ireland, we commit to retaining the User data in the EEA jurisdiction. When data is held outside the EEA, for example, in the United Kingdom for UK Users; all Personal Data will be held in the UK jurisdiction.
   12. not subcontract the processing of Personal Data to a sub-processor without the prior written consent of the User and in the event that the User provides its consent, the party shall (prior to the sub-processor processing the Personal Data) enter into an agreement with the sub-processor on terms that provide no less protection for the Personal Data than those set out in this Schedule and meet the requirements of Data Protection Law, and the party shall remain fully liable for the acts and omissions of each sub-processor; The processor shall notify the controller concerning the addition or replacement of sub-processors in advance and allow the controller to raise any objections to such changes
   13. at the User's option, securely return to the User or securely destroy the Personal Data, together with all copies in any form and in any media, in the party's power, possession or control promptly following the earlier of:
       1. termination or expiry of this Agreement;
       2. a request from the User; or
       3. if the party no longer needs the Personal Data in connection with the performance of its obligations under the Agreement;
   14. provide the User with all information requested by the User to enable the User to verify the party's (and each sub-processor's) compliance with this Schedule;
   15. on request supply the User with written confirmation that all facilities, premises, equipment, systems, documents and electronic data used for the processing of Personal Data by the party are compliant with the GDPR and assist with any audit that may be required.
2. Data Processing Details

(a)	Subject matter, nature and purpose of the processing of Personal Data under this Agreement	Subject matter The provision of online human resource management tools and other information services and materials. Nature Processing activities, such as storage, retrieval, analysing, data collection and data transfer will all be undertaken by the Supplier. Purpose Personal Data is processed in order to enable the Supplier to provide access to the services to the Authorised Users of the User, to provide insights to your employer in order to help them manage your employment and for administration of the contract and the services.
(b)	Duration of the processing of Personal Data under this Agreement	For the term of this Agreement.
(c)	Type of Personal Data processed under this Agreement	Personal Data Name Address Date of Birth Job title Contact details, for example, details of next of kin Immigration status details i.e. passport number/visa number and expiry dates National Insurance Number If you are a BrightHR user information relating to employment, i.e. absence records, development records and annual leave entitlement. This information may be collected via application for employment forms, personal details forms, personnel files and records and any subsequent amendments to such documents. If you are a BrightSafe user information relating to health and safety i.e. accident records, your role in managing health and safety. If you are a VaccTrak Lite user information relating to employees vaccination status.

 

 

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

Controller to Processor SCC

These terms and conditions are for the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection. As of 1 January 2021, the United Kingdom, where Bright HR limited is based, will become a third country under legislation definitions.

As Bright HR will remain a Data Processor for its client’s data who may reside in the European Economic Area; this document has been designed as a tool to implement consistent and appropriate safeguards within the existing contract terms and conditions which demonstrate ongoing GDPR compliance; enabling the smooth continuation of a cross border data flows.

This document acts a Standard Contractual Clause between Bright HR (Data Importer) and its clients based in the European Economic Area (Data Exporters).

By taking out products with Bright HR our EEA based clients have agreed on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Companies party to this Agreement

(the data exporter)

EEA Client using Bright HR Software solutions

• And -

(the data importer)
Name of the data importing organisation:	Bright HR Limited
Address:	The Peninsula, Victoria Place, Manchester, M4 4FB
Tel.	0800 783 2806
E-mail:	GDPR@peninsula-uk.com
Other information needed to identify the organisation:	https://www.brighthr.com/

 

Clause 1

Definitions

For the purposes of the Clauses:

1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data(¹);
2. ‘the data exporter’ means the controller who transfers the personal data who will always be our client
3. ‘the data importer’ means the processor, (known as Bright HR limited), who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
4. ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
5. ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
6. ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
7. ‘EEA’ means the European Economic Area which includes the countries of member states of the European Union. The EU member states are Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
2. that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
5. that it will ensure compliance with the security measures;
6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
7. to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
9. that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer 

The data importer agrees and warrants:

1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
4. that it will promptly notify the data exporter about:
   • any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
   • any accidental or unauthorised access; and
   • any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
6. at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
8. that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
9. that the processing services by the sub-processor will be carried out in accordance with Clause 11;
10. to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
   The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against its third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   • to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   • to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely Ireland and the Data Protection Commission.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-processing

1. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
2. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely Ireland
3. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

On behalf of the Data Exporter:

Clients of Bright HR limited

 

On behalf of the data importer:

Bright HR Limited

Group In House Legal Team

The Peninsula, Victoria Place, Manchester, M4 4FB

 

Appendix 1

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

Data Exporter

The client is the Data Exporter

The Exporter sends data to the Importer so that a HR management software platform can be utilised where the client and any assigned users can input data and personnel information relating to their employment HR/business activity.

Data Importer

Bright HR Limited is the Data Importer when receiving client personal data from a location outside the EEA.

The Data Importer process the data on behalf of the Data Exporter for the purpose of providing the contracted services that the client has purchased. Processing data input into software by the Data Exporter enables the Data Importer (Bright HR) to offer the service and to perform ongoing account servicing requirements for clients and users.

Data subjects

Any personally identifiable information provided and subsequently transferred may concern the following categories of Data Subjects and may arise out of prospective, historic, or existing relationships between the parties and:

• Partners, employees and any other workers;
• Clients, customers and consumers;
• Advisors, consultants, other professional experts;
• Affiliates, business partners (including suppliers), associates and contacts made in the course of business; and
• Any other data subjects who have a relationship with the Data Exporter (our client)

Categories of data

The personal data transferred concern the following categories of data:

• Data relating to data subjects provided to Bright HR limited in the course of the services upon the direction of our clients, another third party appointed by the client, or by data subjects

This may include:

• Names of data subjects
• Contact details for data subjects
• Employment information including performance data and personnel files
• Gender
• Date of birth
• Payroll data and financial details (bank account info for payroll/commissions)
• Recruitment data and educational details
• Social, lifestyle and family related circumstances

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data:

• Race and ethnic origin
• Political opinions
• Religious or other beliefs
• Trade union membership
• Physical or mental health details including occupational health information and sickness records
• Genetic/biometric data
• Details on sexual orientation

The above will only be input on a case by case basis depending on user and client use of the software where applicable and if input by users. The Data Importer cannot control what information users input into the software; therefore, all categories and possibilities are covered in this section.

Processing operations

The personal data transferred will also be subject to the details contained within the Service Level Agreement and the Bright HR product terms and conditions.  

Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses agreed by the parties that form part of the contractual agreement.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

• Bright HR personnel. The Data Importer’s personnel will not process personal data without authorisation. Personnel are obligated to maintain the confidentiality of any client data and this obligation continues even after their engagement ends.
• Technical and organisational Measures. Details of the relevant technical and organisational measures are set out on the Data Importers website located here: https://www.brighthr.com/terms/
• Data privacy Contacts
• The Data Importers Data Protection Officer can be reached at the following address: GDPR@BrightHR.com
  • -        Peninsula, Victoria Place, Manchester, M4 4FB

 

DATA EXPORTER

Bright HR client

DATA IMPORTER

Name: Bright HR Limited

Our European Representative

Bright HR’s European Representative is Graphite HRM Limited based in Dublin, Ireland. They are a company within our corporate group who will deal with any data related queries or complaints on behalf of Bright HR limited for our European Economic Area located clients and software users.

European Representative Contact Details: GDPR@graphitehrm.com