Data Processing Agreement
Whereas Hippo SRL, Via Galileo Galilei 10, 05100 Terni, Italy (Hippo SRL) has entered into the Agreement with
the Partner,
Whereas to provide services as regulated by the Agreement, personal data will be processed,
Hippo SRL and the Partner each a ‘Party’; together ‘the Parties’ HAVE AGREED on the following Data
Processing Agreement Clauses (the Clauses) in order to meet the requirements of the relevant data
protection regulation including the Regulation 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 (the “GDPR”) and to ensure the
protection of the rights of the data subject.
1. Introduction
1.1. This Data Processing Agreement (DPA) sets out the rights and obligations of the Data
Controller and the Data Processor when processing personal data on behalf of the Data
Controller.
1.2. The Clauses have been designed to ensure the Parties’ compliance with relevant data
protection regulations including Article 28(3) of the GDPR.
1.3. Hippo SRL and the Partner concluded the Agreement (Main Agreement) that regulates the
rights and obligations of both parties concerning the agreed service providing.
1.4. In the context of the service providing as regulated by the Main Agreement, the Partner
will process personal data on behalf of the Hippo SRL. Therefore, by the provisions of this
DPA, the Partner will be considered as the Data Processor whereas Hippo SRL as the Data
Controller.
1.5. The provisions of this DPA shall take priority over any similar provisions contained in other
agreements between the Parties.
1.6. All interpretations and definitions of data protection-related terms such as personal data,
data subject, data processing, data processing agreement, data controller, data
processor, data transfer, sub-processor, personal data breach, supervisory authority,
standard contractual clauses shall have the same meaning as defined in Regulation (EU)
2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection
of individuals with regard to the processing of personal data, on the free movement of
such data and repealing Directive 95/46/ EC (GDPR).
1.7. Three appendices are attached to the Clauses and form an integral part of the DPA.
1.8. Appendix A contains details about the processing of personal data, including the purpose
and nature of the processing, type of personal data, categories of the data subject, and
duration of the processing.
1.9. Appendix B contains the Data Controller’s instructions with regard to the processing of
personal data, the minimum security measures to be implemented by the Data Processor,
how audits of the Data Processor are to be performed, and contact details of the
individuals that are responsible for protection matters.
1.10. Appendix C contains Standard Contractual Clauses issued by the European Commission
Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for
the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the
European Parliament and of the Council (Text with EEA relevance).
2. The rights and obligations of the Data Controller
2.1. The Data Controller is responsible for ensuring that the processing of personal data takes
place in compliance with the GDPR, the applicable EU data protection provisions, relevant
national data protection laws, and the Clauses.
2.2. The Data Controller has the right and obligation to make decisions about the purposes
and means of the processing of personal data.
2.3. The Data Controller shall be responsible for ensuring that the processing of personal data,
which the Data Processor is instructed to perform, has a legal basis.
3. The Data Processor acts according to instructions
3.1. The Data Processor shall process personal data only on documented instructions from
the Data Controller unless required to do so by the national law to which the processor is
subject. Such instructions shall be specified in appendices A and B. Subsequent
instructions can also be given by the Data Controller throughout the duration of the
processing of personal data, but such instructions shall always be documented and kept
in writing, including electronically, in connection with the Clauses.
3.2. The Data Processor shall immediately inform the Data Controller if instructions given by
the Data Controller, in the opinion of the Data Processor, contravene the GDPR, the
applicable EU Law, or national data protection laws.
4. Confidentiality
4.1. The Data Processor shall only grant access to the personal data being processed on
behalf of the Data Controller to persons under the Data Processor’s authority who have
committed themselves to confidentiality or are under an appropriate statutory obligation
of confidentiality and only on a need-to-know basis. The list of persons to whom access
has been granted shall be kept under periodic review. On the basis of this review, such
access to personal data can be withdrawn, if access is no longer necessary, and personal
data shall consequently not be accessible anymore to those persons.
4.2. The Data Processor shall at the request of the Data Controller demonstrate that the
concerned persons under the Data Processor’s authority are subject to the
abovementioned confidentiality.
5. Security of processing
5.1. 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, the Data Controller and Data
Processor shall implement appropriate technical and organizational measures to ensure
a level of security appropriate to the risk.
5.2. The Data Controller shall evaluate the risks to the rights and freedoms of natural persons
inherent in the processing and implement measures to mitigate those risks. Depending
on their relevance, the measures may include the following:
5.2.1. pseudonymisation and encryption of personal data;
5.2.2. the ability to ensure ongoing confidentiality, integrity, availability, and resilience of
processing systems and services;
5.2.3. the ability to restore the availability and access to personal data in a timely
manner in the event of a physical or technical incident;
5.2.4. a process for regularly testing, assessing and evaluating the effectiveness of
technical and organisational measures for ensuring the security of the
processing.
5.3. The Data Processor shall also – independently from the Data Controller – evaluate the
risks to the rights and freedoms of natural persons inherent in the processing and
implement measures to mitigate those risks. To this effect, the Data Controller shall
provide the Data Processor with all information necessary to identify and evaluate such
risks.
5.4. Furthermore, the Data Processor shall assist the Data Controller by inter alia providing the
Data Controller with information concerning the technical and organisational measures
already implemented by the Data Processor along with all other information necessary
for the Data Controller to comply with the Data Controller’s obligation under the GDPR, EU
data protection law or national data protection laws.
5.5. If subsequently – in the assessment of the Data Controller – mitigation of the identified
risks requires further measures to be implemented by the Data Processor than those
already implemented by the Data Processor, the Data Controller specifies these additional
measures to be implemented in Appendix B.
6. Use of sub-processors
6.1. The Data Processor shall meet the requirements specified in Article 28(2) and (4) GDPR in
order to engage another processor (a sub-processor).
6.2. The Data Processor shall therefore not engage another processor (sub-processor) for the
fulfillment of the Clauses without the prior specific written authorization of the Data
Controller.
6.3. The list of sub-processors to be used by the Data Processor to carry out data processing
activities on behalf of the Data Controller must be submitted for approval by the Data
Controller before the start of the data processing activities.
6.4. The Data Processor shall engage further sub-processors solely with the specific prior
authorization of the Data Controller. The Data Processor shall submit the request for
specific authorization at least 15 days prior to the engagement of the concerned subprocessor.
6.5. Where the Data Processor engages a sub-processor for carrying out specific processing
activities on behalf of the Data Controller, the same data protection obligations as set out
in the Clauses shall be imposed on that sub-processor by way of a contract or other legal
act under EU or national law, in particular providing sufficient guarantees to implement
appropriate technical and organisational measures in such a manner that the processing
will meet the requirements of the Clauses and the GDPR. The Data Processor shall
therefore be responsible for requiring that the sub-processor at least complies with the
obligations to which the Data Processor is subject pursuant to the Clauses and the GDPR.
6.6. A copy of such a sub-processor agreement and subsequent amendments shall – at the
Data Controller’s request – be submitted to the Data Controller, thereby giving the Data
Controller the opportunity to ensure that the same data protection obligations as set out
in the Clauses are imposed on the sub-processor. Clauses on business-related issues that
do not affect the legal data protection content of the sub-processor agreement, shall not
require submission to the Data Controller.
6.7. The Data Processor shall agree on a third-party beneficiary clause with the sub-processor
where – in the event of bankruptcy of the Data Processor – the Data Controller shall be a
third-party beneficiary to the sub-processor agreement and shall have the right to
enforce the agreement against the sub-processor engaged by the Data Processor, e.g.
enabling the Data Controller to instruct the sub-processor to delete or return the personal
data.
6.8. If the sub-processor does not fulfill his data protection obligations, the Data Processor
shall remain fully liable to the Data Controller as regards the fulfillment of the obligations
of the sub-processor. This does not affect the rights of the data subjects under the GDPR
– in particular, those foreseen in Articles 79 and 82 GDPR – against the Data Controller and
the Data Processor, including the sub-processor.
7. Transfer of data to third countries or international organizations
7.1. Any transfer of personal data outside the European Economic Area (EEA) to a country that
is not considered by the European Commission as a country that provides an adequate
level of data protection outside the EEA will be secured by appropriate measures including
Standard Contractual Clauses issued by European Commission Implementing Decision
(EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal
data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament
and of the Council (Text with EEA relevance).
7.2. Any further transfer of personal data to countries outside the EEA or international
organizations by the Data Processor shall only occur on the basis of documented
instructions from the Data Controller and shall always take place in compliance with
Chapter V GDPR.
7.3. In case transfers to third countries outside EEA or international organizations, which the
Data Processor has not been instructed to perform by the Data Controller, is required
under EU or national law to which the Data Processor is subject, the Data Processor shall
inform the Data Controller of that legal requirement prior to processing unless that law
prohibits such information to be shared.
8. Assistance to the Data Controller
8.1. Taking into account the nature of the processing, the Data Processor shall assist the Data
Controller by appropriate technical and organizational measures, insofar as this is
possible, in the fulfillment of the Data Controller’s obligations to respond to requests for
exercising the data subject’s rights laid down in Chapter III GDPR.
8.2. This entails that the Data Processor shall, insofar as possible, assist the Data Controller in
the Data Controller’s compliance with:
8.2.1. the right to be informed when collecting personal data from the data subject;
8.2.2. the right to be informed when personal data have not been obtained from thedata subject;
8.2.3. the right of access by the data subject;
8.2.4. the right to rectification;
8.2.5. the right to erasure (“the right to be forgotten”);
8.2.6. the right to restriction of processing;
8.2.7. notification obligation regarding rectification or erasure of personal data or
restriction of processing;
8.2.8. the right to data portability;
8.2.9. the right to object;
8.2.10. the right not to be subject to a decision based solely on automated processing,
including profiling.
8.3. The Data Processor shall furthermore, taking into account the nature of the processing
and the information available to the Data Processor, assist the Data Controller in ensuring
compliance with:
8.3.1. the Data Controller’s obligation to without undue delay and, where feasible, not
later than 72 hours after having become aware of it, notify the personal data
breach to the competent supervisory authority, The Italian Data Protection
Authority (Garante per la protezione dei dati personali), unless the personal data
breach is unlikely to result in a risk to the rights and freedoms of natural persons;
8.3.2. the Data Controller’s obligation to without undue delay communicate the
personal data breach to the data subject, when the personal data breach is likely
to result in a high risk to the rights and freedoms of natural persons;
8.3.3. the Data Controller’s obligation to carry out an assessment of the impact of the
envisaged processing operations on the protection of personal data (a data
protection impact assessment);
8.3.4. the Data Controller’s obligation to consult the competent supervisory authority
The Italian Data Protection Authority (Garante per la protezione dei dati personali)
prior to processing where a data protection impact assessment indicates that
the processing would result in a high risk in the absence of measures taken by the
Data Controller to mitigate the risk.
8.4. The Parties define appropriate technical and organizational measures in Appendix B by
which the Data Processor is required to assist the Data Controller as well as the scope and
the extent of the assistance required. This applies also to the obligations foreseen in
Clause 9.1. and 9.2.
9. Notification of personal data breach
9.1. In case of any personal data breach, the Data Processor shall, without undue delay after
having become aware of it, notify the Data Controller of the personal data breach.
9.2. The Data Processor’s notification to the Data Controller shall, if possible, take place within
48 after the Data Processor has become aware of the personal data breach to enable the
Data Controller to comply with the Data Controller’s obligation to notify the personal data
breach to the competent supervisory authority.
9.3. In accordance with Clause 9.2., the Data Processor shall assist the Data Controller in
notifying the personal data breach to the competent supervisory authority, meaning that
the Data Processor is required to assist in obtaining the information listed below which,
pursuant to Article 33(3) GDPR, shall be stated in the Data Controller’s notification to the
competent supervisory authority:
9.3.1. The nature of the personal data including where possible, the categories and
approximate number of data subjects concerned and the categories and
approximate number of personal data records concerned;
9.3.2. the likely consequences of the personal data breach;
9.3.3. the measures taken or proposed to be taken by the controller to address the
personal data breach, including, where appropriate, measures to mitigate its
possible adverse effects.
9.4. The Parties define in Appendix B all the elements to be provided by the Data Processor
when assisting the Data Controller in the notification of a personal data breach to the
competent supervisory authority.
10. Erasure and return of data
10.1. On termination of the provision of the Main Agreement, the Data Processor shall be under
obligation to delete all personal data processed on behalf of the Data Controller and
certify to the Data Controller that it has done so unless Union or national law requires the
storage of the personal data.
10.2. In case the Data Processor should retain personal data under the requirements of national
laws, the Data Processor commits to exclusively process the personal data for the
purposes and duration provided for by this law and under the strict applicable conditions.
11. Audit and inspection
11.1. The Data Processor shall make available to the Data Controller all information necessary
to demonstrate compliance with the obligations laid down in Article 28 GDPR and the
Clauses and allow for and contribute to audits, including inspections, conducted by the
Data Controller or another auditor mandated by the Data Controller.
11.2. Procedures applicable to the Data Controller’s audits, including inspections, of the Data
Processor and sub-processors.
11.3. The Data Processor shall be required to provide the supervisory authorities, which
pursuant to applicable legislation have access to the Data Controller’s and Data
Processor’s facilities, or representatives acting on behalf of such supervisory authorities,
with access to the Data Processor’s physical facilities on presentation of appropriate
identification.
12. Commencement and termination
12.1. The Clauses shall become effective on the date of the effective date of the Main
Agreement
12.2. Both Parties shall be entitled to require the Clauses renegotiated if changes to the law or
inexpediency of the Clauses should give rise to such renegotiation.
12.3. The Clauses shall apply for the duration of the provision of personal data processing
services. For the duration of the provision of personal data processing services, the
Clauses cannot be terminated unless other Clauses governing the provision of personal
data processing services have been agreed between the Parties.
12.4. If the provision of personal data processing services is terminated, and the personal data
is deleted or returned to the Data Controller pursuant to Clause 10.1. and Appendix B, the
Clauses may be terminated by written notice by either Party.
The Data Controller
Hippo SRL
Via Galileo Galilei 10,
05100 Terni, Italy
Appendix A – Information about the processing
The Data Processor’s processing of personal data on behalf of the Data Controller includes the categories
of personal data of end users as enshrined by the Privacy Policy of the Data Controller.
All data is processed for the purpose of the provision of services by the Data Processor, as regulated in
the Main Agreement.
Appendix B
B.1. – The subject of/instruction for the processing
The Data Processor’s processing of personal data on behalf of the Data Controller shall be carried
out by the Data Processor in accordance with Data Controller’s instructions. The Data Processor
must adhere to obligations imposed by the Data Controller and this DPA with regard to the
purpose and nature of the processing, categories of data subjects and personal data, and
duration of data processing. Instructions related to the implementation of additional appropriate
mechanisms will be provided by the Data Controller.
B.2. – Security of processing
The Data Processor shall implement an Information Security Management system based on the
standards laid down below, to ensure the security of the Services as well as the personal data
processed.
| Domain | General Description of Security Practices |
|---|---|
| Information security policies | The Data Processor shall observe all implemented security policies describing security strategy, directions, and technical requirements. The policies were published and communicated to employees. |
| Organization of information security | The Data Processor shall establish and follow an already established security management framework and assign roles and responsibilities for information security. The Data Processor shall comply with the implemented risk management process. |
| Human resource security | The Data Processor shall inform employees about security policies and their obligations and responsibilities related to information security. Employees shall be periodically trained to improve their security awareness. |
| Asset management | The Data Processor shall manage assets inventories, assets are assigned to owners and classified to ensure they receive the appropriate level of protection. |
| Access control | The Data Processor shall manage access to assets on a need-to-know basis. Access shall be granted only after required approvals and removed promptly upon termination of employment. Access control is also the object of periodic security reviews. |
| Cryptography | The Data Processor shall apply effective cryptography based on current recommendations, technical requirements, and conducted risk assessments. |
| Physical and environmental security | The Data Processor premises shall be protected with physical security measures to prevent unauthorized physical access. The Data Processor shall cooperate only with reputable cloud infrastructure vendors, providing the required level of physical security. |
| Operations security | The Data Processor shall implement security operations to protect the Services and Personal Data processed. The operations are managed by a dedicated Security Team of personnel. |
| Communications security | The Data Processor shall implement network security solutions to ensure the security and monitoring of the networks. All information transmitted via public networks is encrypted. |
| System acquisition, development, and maintenance | Security is an integral part of Services development and systems acquisition. Services are subject to continuous web application and infrastructure threat assessment, source code reviews, and penetration testing. |
| Supplier relationships | The Data Processor shall apply security controls related to suppliers depending on the scope of cooperation, scope, and sensitivity of exchanged data, and risk being a result of the cooperation. |
| Information security incident management | The Data Processor shall implement a security incident management process. The Security and Network Operations Center team monitors the security on a 24/7 basis and in case of any incidents noted the process is initiated. |
| Information security aspects of business continuity management | The Data Processor shall create and implement business continuity plans to ensure the required service level. Services were designed and implemented to address high availability requirements. |
| Compliance | The Data Processor shall identify relevant regulations which are applicable and relevant to the Service, to ensure the Service and The Data Processor are compliant with those regulations. |
C.3. – Assistance to the Data Controller
The Data Processor should engage the appropriate and available resources and technologies
managed in order to effectively and efficiently satisfy the requirements explained in Clause 9. The
Data Processor should inform the Data Controller without undue delay about any request for
exercising data protection rights as well as about any other situation regulated by Clause 9 of this
agreement.
C.4. – Storage period/erasure procedures
Upon termination of the provision of personal data processing services, the Data Processor shall
immediately stop further processing of personal data as well as delete any retained data as it is
regulated by Clause 10 of the DPA.
C.5. – Processing location
Processing of personal data under the Clauses cannot be performed at other locations than those
locations expressly approved in writing by the Data Controller. Personal data may only be
processed by the Data Controller and any sub-processors expressly approved by the Data
Controller.
C.6. – Instruction on the transfer of personal data to third countries
The Data Processor is not allowed to transfer personal data to third countries except in cases
where appropriate safeguards are in place. Appropriate safeguards relate to those that are
regulated by the GDPR and relevant sources of the EU Data Protection Regulation.
C.7. – Procedures for the Data Controller’s audits, including inspections, of the processing of personal
data being performed by the Data Processor
The Data Controller or the Data Controller’s representative may once in 6 months perform a
physical inspection of the places, where the processing of personal data is carried out by the Data
Processor, including physical facilities as well as systems used for and related to the processing
to ascertain the Data Processor’s compliance with the GDPR, the applicable EU or national state
data protection provisions and the Clauses.
The Data Controller’s costs, if applicable, relating to physical inspection shall be defrayed by the
Data Controller. The Data Processor shall, however, be under obligation to set aside the resources
required for the Data Controller to be able to perform the inspection.
C.8. – Procedures for audits, including inspections, of the processing of personal data being performed
by sub-processors
In the case that the Data Processor engages sub-processors, the Data Processor may perform an
inspection of the sub-processor when the Data Processor (or the Data Controller) deems it
required. The inspection will include sub-processor facilities/infrastructure used for personal data
processing in order to evaluate the sub-processor’s compliance with the GDPR, the applicable EU
or national state data protection provisions, and the Clauses.
Documentation for such inspections shall without undue delay be submitted to the Data Controller
for information. The Data Controller may contest the scope and/or methodology of the report and
may in such cases request a new inspection under a revised scope and/or different methodology.
Based on the results of such an inspection, the Data Controller may request further measures to
be taken to ensure compliance with the GDPR, the applicable EU or national state data protection
provisions, and the Clauses.
The Data Processor’s and the sub-processor’s costs related to supervision/inspection of the subprocessor’s facilities/infrastructure shall be covered by the Data Controller if the Data Controller has initiated such inspection.
For full text, including Appendix C – Implementation of Standard Contractual Clauses (SCC) for data transfers outside the EEA, download the PDF below.
