ChargeOver Data Processing Agreement

Last modified: December 31, 2018

This ChargeOver Data Processing Agreement ("DPA"), that includes the Standard Contractual Clauses adopted by the European Commission, as applicable, reflects the parties' agreement with respect to the terms governing the Processing of Personal Data under the ChargeOver Terms of Service (the "Agreement"). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement.

ChargeOver periodically updates this agreement. If you have an active ChargeOver account, we will notify you via email.

The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.

  1. 1. Definitions
  2. 2. Details of the Processing
  3. 3. Controller Responsibility
  4. 4. Obligations of Processor
  5. 5. Data Subject Requests
  6. 6. Audits
  7. 7. Sub-Processors
  8. 8. Data Transfers
  9. 9. General Provisions
  10. 10. Parties to this DPA

ChargeOver maintains a sub-processors list, which includes a list of the sub-processors we use.

ChargeOver also maintains a integration partners list, which includes a list of optional integration partners which ChargeOver may share data with, if the Controller (e.g. you) opts to connect the integration partner to their ChargeOver account.

1. Definitions

  • "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
  • "Data Protection Law" means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms "process", "processes" and "processed" will be construed accordingly.
  • "Data Subject" means the individual to whom Personal Data relates.
  • "GDPR" means the General Data Protection 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.
  • "Instruction" means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
  • "Personal Data" means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
  • "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
  • "Processing" means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.
  • "Processor" means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.
  • "Standard Contractual Clauses" means the clauses attached hereto as Exhibit 1 pursuant to the European Commission's decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
  • "Sub-Processors List" means ChargeOver's list of sub-Processors here: https://app.chargeover.com/legal/gdpr_subprocessors.
  • "Integration Partners List" means ChargeOver's list of integration partners here: https://app.chargeover.com/legal/gdpr_partners.

2. Details of the Processing

a. Categories of Data Subjects. Controller may submit Personal Data to ChargeOver, the extent of which is determined and controlled by Controller in its sole discretion, and which may include, but is not limited to Controller's customers, contacts, and other end users including Controller's employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects also include individuals attempting to communicate with or transfer Personal Data to the Controller's end users.

b. Types of Personal Data. Contact Information, which may include company names, contact names, tax identification numbers, email addresses, physical addresses, timezones, phone numbers, and other related data, the extent of which is determined and controlled by the Customer in its sole discretion, and other Personal Data such as navigational data (including website usage information), email data, system usage data, application integration data, and other electronic data submitted, stored, sent, or received by the Controller, or the Controller's end users, via ChargeOver.

c. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Personal Data by Processor is the provision of the services to the Controller that involves the Processing of Personal Data. Personal Data will be subject to those Processing activities as may be specified in the Agreement and an Order.

d. Purpose of the Processing. Personal Data will be Processed for purposes of providing the services set out, as further instructed by Controller in its use of the Services, and otherwise agreed to in the Agreement and any applicable Order.

e. Duration of the Processing. Personal Data will be Processed for the duration of the Agreement, subject to Section 4 of this DPA.

3. Controller Responsibility

Within the scope of the Agreement and in its use of the services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller's instructions for the Processing of Personal Data shall comply with the Data Protection Law. This DPA is Customer's complete and final instruction to ChargeOver in relation to Personal Data and that additional instructions outside the scope of DPA would require prior written agreement between the parties. Instructions shall initially be specified in the Agreement and may, from time to time thereafter, be amended, amplified or replaced by Controller in separate written instructions (as individual instructions).

Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.

4. Obligations of Processor

a. Compliance with Instructions. The parties acknowledge and agree that Customer is the Controller of Personal Data and ChargeOver is the Processor of that data. Processor shall collect, process and use Personal Data only within the scope of Controller's Instructions. If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay. If Processor cannot process Personal Data in accordance with the Instructions due to a legal requirement under any applicable European Union or Member State law, Processor will (i) promptly notify the Controller of that legal requirement before the relevant Processing to the extent permitted by the Data Protection Law; and (ii) cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply. If this provision is invoked, Processor will not be liable to the Controller under the Agreement for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.

b. Security. Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, described under Appendix 2 to the Standard Contractual Clauses. Such measures include, but are not limited to:

  • i. the prevention of unauthorized persons from gaining access to Personal Data Processing systems,
  • ii. the prevention of Personal Data Processing systems from being used without authorization,
  • iii. ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization,
  • iv. ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified,
  • v. ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from Personal Data Processing systems,
  • vi. ensuring that Personal Data is Processed solely in accordance with the Instructions,
  • vii. ensuring that Personal Data is protected against accidental destruction or loss.

Processor will facilitate Controller's compliance with the Controller's obligation to implement security measures with respect to Personal Data (including if applicable Controller's obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR), by (i) implementing and maintaining the security measures described under Appendix 2, (ii) complying with the terms of Section 4.d. (Personal Data Breaches); and (iii) providing the Controller with information in relation to the Processing in accordance with Section 6 (Audits).

c. Confidentiality. Processor shall ensure that any personnel whom Processor authorizes to process Personal Data on its behalf is subject to confidentiality obligations with respect to that Personal Data. The undertaking to confidentiality shall continue after the termination of the above-entitled activities.

d. Personal Data Breaches. Processor will notify the Controller without undue delay after it becomes aware of any Personal Data Breach affecting any Personal Data. At the Controller's request, Processor will promptly provide the Controller with all reasonable assistance necessary to enable the Controller to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Controller is required to do so under the Data Protection Law.

e. Deletion or Retrieval of Personal Data. Other than to the extent required to comply with Data Protection Law, following termination or expiration of the Agreement, Processor will delete or return all Personal Data (including copies thereof) processed pursuant to this DPA. If Processor is unable to delete Personal Data for technical or other reasons, Processor will apply measures to ensure that Personal Data is blocked from any further Processing.

Controller shall, upon termination or expiration of the Agreement and by way of issuing an Instruction, stipulate, within a period of time set by Processor, the reasonable measures to return data or to delete stored data. Any additional cost arising in connection with the return or deletion of Personal Data after the termination or expiration of the Agreement shall be borne by Controller.

Processor will enable Controller to delete Personal Data of end users using the functionality of the Subscription Service.

f. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is available to Processor and the Controller does not otherwise have access to the required information, Processor will provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities, which Controller reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to the processing of Personal Data.

5. Data Subject Requests

Processor will enable Controller to respond to requests from Data Subjects to exercise their rights under the applicable Data Protection Law in a manner consistent with the functionality of the Subscription Service. To the extent that Controller does not have the ability to address a Data Subject request, then upon Controller's request Processor shall provide reasonable assistance to the Controller to facilitate such Data Subject request to the extent able and only as required by applicable Data Protection Law. Controller shall reimburse Processor for the commercially reasonable costs arising from this assistance.

Processor will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law.  If such request is made directly to Processor, Processor will promptly inform Controller and will advise Data Subjects to submit their request to the Controller. Controller shall be solely responsible for responding to any Data Subjects' requests.

6. Audits

Processor shall, in accordance with Data Protection Laws and in response to a reasonable written request by Controller, make available to Controller such information in Processor's possession or control related to Processor's compliance with the obligations of data processors under Data Protection Law in relation to its Processing of Personal Data.

7. Sub-Processors

a. Appointment of Sub-Processors. Controller acknowledges and agrees to (a) the engagement as sub-Processors of Processor's affiliated companies and the third parties listed on our Sub-Processors List, and (b) that Processor and Processor's affiliated companies respectively may engage third-party sub-Processors in connection with the provision of the Subscription Service. For the avoidance of doubt, the above authorization constitutes Controller's prior written consent to the sub-Processing by Processor.

Where Processor engages sub-Processors, Processor will enter into a contract with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Processor under this DPA. Where the sub-Processor fails to fulfill its data protection obligations, Processor will remain liable to the Controller for the performance of such sub-Processors obligations.

Where a sub-Processor is engaged, the Controller must be granted the right to monitor and inspect the sub-Processor's activities in accordance with this DPA and the Data Protection Law, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the sub-Processing contract, where necessary by inspecting the relevant contract documents.

The provisions of this Section 7 shall mutually apply if the Processor engages a sub-Processor in a country outside the European Economic Area ("EEA") not recognized by the European Commission as providing an adequate level of protection for personal data.  If, in the performance of this DPA, ChargeOver transfers any Personal Data to a sub-Processor located outside of the EEA, ChargeOver shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.

b. Current Processor List and Notification or Objection to New Sub-Processors. If the Processor intends to instruct sub-Processors other than the companies listed on the Sub-Processors List, the Processor will notify the Controller by updating the Sub-Processors List and will give the Controller the opportunity to object to the engagement of the new sub-Processors within 30 days after being notified. The objection must be based on reasonable grounds. If the Processor and Controller are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party. If the Controller would like to receive an email notification when we update the Sub-Processors List, email your request to gdpr@ChargeOver.com

8. Data Transfers

Controller acknowledges and agrees that, in connection with the performance of the services under the Agreement, Personal Data will be transferred to RykeLabs, LLC (dba ChargeOver) in the United States. Processor may access and perform Processing of Personal Data on a global basis as necessary to provide the Subscription Service, in accordance with the ChargeOver Terms of Service.

To the extent that Controller or Processor are relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently revoked, or held in a court of competent jurisdiction to be invalid, Controller and Processor agree to cooperate in good faith to pursue a suitable alternate mechanism that can lawfully support the transfer.

9. General Provisions

In case of any conflict, this DPA shall take precedence over the regulations of the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.

Upon the incorporation of this DPA into the Agreement, the parties indicated in Section 10 below (Parties to this DPA) are agreeing to the Standard Contractual Clauses (where and as applicable) and all appendixes attached thereto. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses in Exhibit 1, the Standard Contractual Clauses shall prevail, provided however: (a) Controller may exercise its right of audit under clause 5(f) of the standard contractual clauses as set out in, and subject to the requirements of, section 6 of this DPA; and (b) Processor may appoint sub-Processors as set out, and subject to the requirements of, section 4 and section 7 of this DPA.

10. Parties to this DPA

This DPA is an amendment to and forms part of the Agreement.  Upon the incorporation of this DPA into the Agreement (i) Controller and the ChargeOver entity that are each a party to the Agreement are also each a party to this DPA, and (ii) to the extent that RykeLabs, LLC (dba ChargeOver) is not the party to the Agreement, ChargeOver, Inc. is a party to this DPA, but only with respect to agreement to the Standard Contractual Clauses of the DPA, this Section 10 of the DPA, and to the Standard Contractual Clauses themselves.

If RykeLabs, LLC (dba ChargeOver) is not a party to the Agreement, the section of the Agreement entitled ‘Limitation of Liability' shall apply as between Controller and RykeLabs, LLC (dba ChargeOver), and in such respect any references to ‘ChargeOver', ‘we', ‘us' or ‘our' shall include RykeLabs, LLC (dba ChargeOver) that is a party to the Agreement.

The legal entity agreeing to this DPA as Controller represents that it is authorized to agree to and enter into this DPA for, and is agreeing to this DPA solely on behalf of, the Controller.

Appendix 1 - Details of Processing

This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

A. Data exporter

The data exporter is the Customer, as defined in the ChargeOver Terms of Service ("Agreement").

B. Data importer

The data importer is RykeLabs, LLC (dba ChargeOver), a global provider of subscription/recurring billing software.

C. Data subjects

Categories of data subjects set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.

D. Categories of data

Categories of personal data set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.

E. Special categories of data (if appropriate)

The parties do not anticipate the transfer of special categories of data.

F. Processing operations

The processing activities set out under Section 2 of the Data Processing Agreement.

Appendix 2 - Technical and Organizational Security Measures

ChargeOver currently observes the security practices described in this Appendix 2. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, ChargeOver may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.

See also: https://help.chargeover.com/article/show/17664-how-do-i-know-my-data-is-safe-and-secure-with-chargeover

a) Access Control

i)  Preventing Unauthorized Product Access

Physical and environmental security: ChargeOver hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for PCI DSS, EU-U.S. PRIVACY SHEIDL, SOC 1, 2, & 3 Type II and ISO 27001 compliance, among other certifications. See also: https://www.flexential.com/data-centers/minnesota/minneapolis-chaska-data-center

Authentication: ChargeOver implemented a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model to ChargeOver is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user's permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs must be access via public/private keys.

ii)  Preventing Unauthorized Product Use

ChargeOver implements industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure  providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Static code analysis: Security reviews of code stored in ChargeOver's source code repositories is performed, checking for coding best practices and identifiable software flaws.

Penetration testing: ChargeOver maintains relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. ChargeOver implemented a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks. See: https://help.chargeover.com/article/show/38302-bug-bounty-program

iii)    Limitations of Privilege & Authorization Requirements

Product access: A subset of ChargeOver's employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through "just in time" requests for access; all such requests are logged.

Background checks: All ChargeOver employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

b) Transmission Control

In-transit: ChargeOver makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the ChargeOver products. ChargeOver's HTTPS implementation uses industry standard algorithms and certificates.

At-rest: ChargeOver stores user passwords following policies that follow industry standard practices for security.  ChargeOver has implemented technologies to ensure that stored data is encrypted at rest. 

c) Input Control

Detection: ChargeOver designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. ChargeOver personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: ChargeOver maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, ChargeOver will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.

Communication: If ChargeOver becomes aware of unlawful access to Customer data stored within its products, ChargeOver will: 1) notify the affected Customers of the incident; 2) provide a description of the steps ChargeOver is taking to resolve the incident; and 3) provide status updates to the Customer contact, as ChargeOver deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer's contacts in a form ChargeOver selects, which may include via email or telephone.

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services. See: https://www.flexential.com/data-centers/minnesota/minneapolis-chaska-data-center

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

ChargeOver's products are designed to ensure redundancy and failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists ChargeOver operations in maintaining and updating the product applications and backend while limiting downtime.