Data Processing Agreement
This Data Processing Agreement (the “DPA”) applies to the relationship between the
customer subscribing to the services (hereinafter Customer) provided by Actual
Reports OÜ, a company incorporated under the laws of Republic of Estonia, seated
in under the registration number 12318670
(hereinafter Supplier) and governs the processing of personal data that Customer
uploads or otherwise provides to Supplier in connection with the PDF Generator API services.
“Customer Personal Data” means Personal Data that Customer uploads or otherwise
provides the Supplier.
- “Data Protection Requirements” means the General Data Protection Regulation,
Local Data Protection Laws, any subordinate legislation and regulation implementing the
General Data Protection Regulation.
- “EU Personal Data” means Personal Data the sharing of which pursuant to this DPA
is regulated by the General Data Protection Regulation and Local Data Protection Laws.
- “General Data Protection Regulation” means the European Union Regulation on the
protection of individuals with regard to the processing of personal data and on the free
movement of such data.
- “Local Data Protection Laws” means any subordinate legislation and regulation
implementing the General Data Protection Regulation which may apply to the DPA.
- “Personal Data” means information about an individual that (a) can be used to
identify, contact or locate a specific individual, including data that Customer chooses
to provide to the Supplier from services such as customer-relationships management (CRM)
- “Personal Data Breach” means any accidental or unlawful destruction, loss,
alteration, unauthorised disclosure of, or access to Customer Personal Data.
- “Privacy Laws” means all applicable laws, regulations, and other legal
requirements relating to (a) privacy, data security, consumer protection, marketing,
promotion, and text messaging, email, and other communications; and (b) the use,
collection, retention, storage, security, disclosure, transfer, disposal, and other
processing of any Personal Data.
- “Process” and its cognates mean any operation or set of operations which are
performed on Personal Data or on sets of Personal Data, whether or not by automated
means, such as collection, recording, organisation, structuring, storage, adaptation or
alteration, retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure or
- “Subprocessor” means any entity which provides processing services to Supplier in
furtherance of Supplier’s processing on behalf of Customer.
- “Supervisory Authority” means Estonian Data Inspectorate
3. Nature of DataProcessing
Supplier is a data processor, who processes data on behalf of the Customer. Customer is a
data controller. Supplier agrees to process Personal Data received under the DPA only for
the purposes set forth in the DPA. For the avoidance of doubt, the categories of Personal
Data processed are described in Schedule A to this DPA.
4. Compliance with Laws
The parties shall each comply with their respective obligations under all applicable Data
5. Customer Obligations
Customer agrees to:
- 5.1 Provide instructions to Supplier and determine the purposes
and general means of Supplier’s processing of Customer Personal Data in accordance with
the DPA; and
- 5.2 Comply with its protection, security and other obligations
with respect to Customer Personal Data prescribed by Data Protection Requirements for
data controllers by: (a) establishing and maintaining a procedure for the exercise of
the rights of the individuals whose Customer Personal Data are processed on behalf of
Customer; (b) processing only data that has been lawfully and validly collected and
ensuring that such data will be relevant and proportionate to the respective uses; and
(c) ensuring compliance with the provisions of this DPA by its personnel or by any
third-party accessing or using Customer Personal Data on its behalf.
- 5.3 The Customer is responsible for obtaining consent from data
subjects, where applicable. Consent is an indication from the data subject to allow
Customer Personal Data processed by the Customer. Consent needs to be in a written or
6. Supplier's Obligations
6.1 Processing Requirements.
- Process Customer Personal Data
(i) only for the purpose of providing, supporting and improving Supplier’s services,
using appropriate technical and organisational security measures; and
(ii) in compliance with the instructions received from Customer. Supplier will not use
or process the Customer Personal Data for any other purpose.
Supplier will promptly inform Customer if it cannot comply with the requirements under
Sections 5-8 of this DPA, in which case Customer may terminate the DPA or take any other
reasonable action, including suspending data processing operations;
- Inform Customer promptly if, in Supplier’s opinion, an instruction from Customer
violates applicable Data Protection Requirements;
- Take commercially reasonable steps to ensure that (i) persons employed by it and (ii)
other persons engaged to perform on Supplier’s behalf comply with the terms of the DPA;
- Ensure that its employees, authorised agents and any Subprocessors are required to
comply with and acknowledge and respect the confidentiality of the Customer Personal
Data, including after the end of their respective employment, contract or assignment;
- If it intends to engage Subprocessors to help it satisfy its obligations in accordance
with this DPA or to delegate all or part of the processing activities to such
(i) exclusive of the list of Subprocessors Supplier maintains online, obtain the prior
written consent of Customer to such subcontracting, such consent to not be unreasonably
(ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to
data protection where such Subprocessors act on Supplier’s instructions; and
(iii) enter into contractual arrangements with such Subprocessors binding them to
provide the same level of data protection and information security to that provided for
- Upon request, provide Customer with a summary of Supplier’s privacy and security
- Inform Customer if Supplier undertakes an independent security review.
6.2 Notice to Customer.
Supplier will inform Customer if Supplier becomes aware of:
- Any non-compliance by Supplier or its employees with Sections 5-8 of this DPA or the
Data Protection Requirements relating to the protection of Customer Personal Data
processed under this DPA;
- Any legally binding request for disclosure of Customer Personal Data by a law
enforcement authority, unless Supplier is otherwise forbidden by law to inform Customer,
for example to preserve the confidentiality of an investigation by law enforcement
- Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer
Personal Data; or
- Any complaint or request (in particular, requests for access to, rectification or
blocking of Customer Personal Data) received directly from data subjects of Customer
Supplier will not respond to any such request without Customer’s prior written
6.3 Assistance to Customer.
Supplier will provide reasonable assistance to Customer regarding:
- Any requests from Customer data subjects in respect of access to or the rectification,
erasure, restriction, portability, blocking or deletion of Customer Personal Data that
Supplier processes for Customer. In the event that a data subject sends such a request
directly to Supplier, where we will promptly send such request to Customer;
- The investigation of Personal Data Breaches and the notification to the Supervisory
Authority and Customer's data subjects regarding such Personal Data Breaches; and
- Where appropriate, the preparation of data protection impact assessments and, where
necessary, carrying out consultations with any Supervisory Authority.
6.4 Required Processing.
If Supplier is required by Data Protection Requirements to process any Customer Personal
Data for a reason other than providing the services described in the Terms of Service,
Supplier will inform Customer of this requirement in advance of any processing, unless
Supplier is legally prohibited from informing Customer of such processing (e.g., as a result
of secrecy requirements that may exist under applicable EU member state laws).
- Maintain appropriate organisational and technical security measures (including with
respect to personnel, facilities, hardware and software, storage and networks, access
controls, monitoring and logging, vulnerability and breach detection, incident response,
encryption of Customer Personal Data while in transit and at rest) to protect against
unauthorised or accidental access, loss, alteration, disclosure or destruction of
Customer Personal Data;
- Be responsible for the sufficiency of the security, privacy, and confidentiality
safeguards of all Supplier personnel with respect to Customer Personal Data and liable
for any failure by such Supplier personnel to meet the terms of this DPA;
- Take reasonable steps to confirm that all Supplier personnel are protecting the
security, privacy and confidentiality of Customer Personal Data consistent with the
requirements of this DPA; and
- Notify Customer of any Personal Data Breach by Supplier, its Subprocessors, or any other
third-parties acting on Supplier’s behalf without undue delay and in any event within 48
hours of becoming aware of a Personal Data Breach.
7. Liability and Audit
The Supplier shall be liable for damage caused in the course of processing if it has not
complied with the requirements of the applicable legislation specifically addressed to the
Supplier, or if it has not complied with or acted against the lawful instructions of the
Customer. If the Customer or the Supplier has fully compensated for the damage caused, that
Customer or Supplier shall be entitled to recover from the other controllers or processors
involved in the same processing the part of the compensation corresponding to the part of
the damage for which they are responsible.
The Customer shall reimburse the Supplier for all costs and protect it against claims,
damages and expenses incurred by the Supplier or for which the Supplier may be held liable
in connection with the performance of its obligations under this DPA due to the Customer or
its employees or agents.
The obligations set out above shall survive the termination, cancellation or expiration of
this DPA and/or the Terms of Service.
7.2 Supervisory Authority Audit
If a Supervisory Authority requires an audit of the data processing facilities from which
Supplier processes Customer Personal Data in order to ascertain or monitor Customer's
compliance with Data Protection Requirements, Supplier will cooperate with such audit.
Customer is responsible for all costs and fees related to such audit, including all
reasonable costs and fees for any and all time Supplier expends for any such audit, in
addition to the rates for the performed services.
8. Data Transfers
The Supplier shall not have the right to transfer personal data to a third party or to grant
access to a third party, e.g. by giving remote access to personal data (all understood as a
transfer) or to involve Subprocessor to process personal data (the above-mentioned transfer
and subprocessing activities are collectively referred to as the transfer of personal data
to a third party) without written consent. Upon consent, the transfer of personal data by
the Supplier shall be subject to the establishment of the same data protection obligations
as provided for in this data processing agreement before the transfer of personal data to
the relevant third party. The consent shall not be required for those Subprocessor (service
providers) listed in Annex 1.
This consent shall be valid until the earliest of the following: (i) if the Customer
notifies the Supplier of the withdrawal of the consent; or (ii) if the Supplier notifies the
Customer that the Supplier no longer uses the approved third party for that purpose.
If the Customer does not consent to the transfer of personal data to a third party for the
reason that the Customer considers reasonable, the Supplier shall continue to perform the
Agreement and the data processing agreement under the agreed conditions until the following
events occur: (i) The Parties have agreed to terminate the Agreement related to the
processing of personal data and have ensured the return of the relevant personal data to the
Customer (or deletion, as the case may be) or have agreed to transfer the Agreement to a new
service provider, which can in no case take longer than three (3) months; or (ii) the
Parties have agreed how the performance of the Agreement will continue, including the
relevant costs and in a manner reasonably acceptable to the Customer.
If the third party subprocessor does not comply with the applicable data protection
legislation or does not comply with the data protection obligations arising from the
Agreement with the Customer, the Supplier shall remain fully liable to the Customer for the
third party obligations under applicable data protection legislation and the relevant
9. Data Return and Deletion
The parties agree that on the termination of the data processing services or upon Customer’s
reasonable request, Supplier shall, and shall cause any Subprocessors to, at the choice of
Customer, return all the Customer Personal Data and copies of such data to Customer or
securely destroy them and demonstrate to the satisfaction of Customer that it has taken such
measures, unless Data Protection Requirements prevent Supplier from returning or destroying
all or part of the Customer Personal Data disclosed. In such case, Supplier agrees to
preserve the confidentiality of the Customer Personal Data retained by it and that it will
only actively process such Customer Personal Data after such date in order to comply with
10. Third Party Data Processors
Customer acknowledges that in the provision of some services (such as CRMs), Supplier, on
receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise
interact with third party data processors. Customer agrees that if and to the extent such
transfers occur, Customer is responsible for entering into separate contractual arrangements
with such third-party data processors binding them to comply with obligations in accordance
with Data Protection Requirements. For avoidance of doubt, such third-party data processors
are not Subprocessors.
This DPA shall remain in effect as long as Supplier carries out Personal Data processing
operations on behalf of Customer or until the termination of the Terms of Service (and all
Personal Data has been returned or deleted in accordance with Section 8 above).
12. Governing Law, Jurisdiction, and Venue
Disputes arising from or related to the DPA will be resolved through negotiations. In case
of failure of negotiation uses, disputes shall be settled in Harju County Court based on
legislation in force in the Republic of Estonia.
Annex A -Description of the Transfer
1. Data Subjects.
The personal data processed concern the following categories of data subjects:
- Customer’s clients (subjects of Customer Personal Data).
2. Purposes of the Processing.
The processing is intended to enable the Customer to do following:
- create invoices, packing slips, contracts, labels or any other required business
- create and modify document templates.
3. Categories of Data.
The personal data processed may concern the following categories of data:
- personal information (name, personal identification number);
- contact information (e-mail address, telephone number, address, etc);
- transactional details (item and service purchase history);
- any other information necessary for the Customer to use the PDF Generator API service.
4. Retention of Data
The personal data shall be processed until provision of the PDF Generator API service is
completed. The PDF Generator API data process in transaction based and no additional copies
are stored. The personal data will not be retained after the document is created.
5. Transfers of Personal Data
Personal data will not be transferred to countries outside the EU/EEA.
6. Approved sub-processors
The following sub-processors may process the personal data:
- Amazon Web Services, Inc.
Data Processing Agreement Version Date: July 22, 2020