Controller / Processor Data Protection Addendum

CONTROLLER / PROCESSOR DATA PROTECTION ADDENDUM

THIS CONTROLLER / PROCESSOR DATA PROTECTION ADDENDUM supplements contracts between GroupNexus and its Clients for the provision of parking services and should be read in conjunction with the Master Services Agreement, also known as the GroupNexus Car Park Management Agreement.

This Addendum applies where:

A. The Client (“The Company”) acts as Controller for the purposes of the UK GDPR for the purposes of processing personal data and wishes to engage GROUPNEXUS to process that data on their behalf as a Processor; and

B. There is a requirement to apply conditions on that processing in accordance with the UK Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR),

the Parties enter into the following Agreement:

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

  • 1.1.1 “Agreement” means the main body of this data processing agreement and any attached schedules;

  • 1.1.2 “Company Personal Data” means any Personal Data Processed by a Sub Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

  • 1.1.3 “EEA” means the European Economic Area;

  • 1.1.4 “Data Transfer” means:

    • 1.1.4.1 a transfer of Company Personal Data from the Company to a Sub Processor; or

    • 1.1.4.2 an onward transfer of Company Personal Data from a Sub Processor to another Sub Processor, or between two establishments of a Sub Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

  • 1.1.5 “Sub processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms, “Commissioner”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Foreign Designated Authority” shall have the same meaning as in the UK GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

  • 2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

  • 2.1.2 not Process Company Personal Data other than on the Company’s documented instructions. Processor shall immediately inform the Company if in its opinion an instruction infringes the UK GDPR or other Data Protection Laws.

  • 2.1.3 maintain a record of all categories of processing activities carried out on behalf of the controller.

2.2 The Company instructs Processor to process Company Personal Data.

3. Processor-Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Sub Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with applicable laws in the context of that individual’s duties to the Sub Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 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, Processor shall in relation to the Company Personal Data implement 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 of the UKGDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Sub processing

5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Sub processor unless required or authorized by the Company.

5.2 Processor shall in advance of such appointment or disclosure enter into a written agreement with the Sub processor which gives effect to the terms set out in this Agreement such that they apply to the Sub processor.

5.3 Where the processor engages a sub-processor for carrying out specific processing activities on behalf of the controller, the same data protection obligations as set out in this agreement shall be imposed on that sub-processor by way of a contract.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

  • 6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

  • 6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by applicable laws to which the Processor is subject, in which case Processor shall to the extent permitted by applicable laws inform Company of that legal requirement before the Sub Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to notify the Commissioner or Foreign Designated Authority (as appropriate) or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment (DPIA) and Prior Consultation

Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with the Commissioner or relevant Foreign Designated Authority or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Sub Processor.

9. Deletion or Return of Company Personal Data

Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

10. Audit Rights

10.1 Subject to section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Sub Processor.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Laws.

11. Data Transfers

The Processor may not transfer or authorise the transfer of Company Personal Data to countries outside the UK and EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If Personal Data processed under this Agreement is transferred from the UK or a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the Personal Data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, execute the 2022 UK approved International Data Transfer Agreement (“IDTA”) requirements for the transfer of personal data. See schedule at the end of the document.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

  • (a) disclosure is required by law;

  • (b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement or at such other address as notified from time to time by the Parties changing address.

12.3 Governing Law and Jurisdiction. This Agreement shall be governed by the same laws and the Parties shall be subject to the jurisdiction of the same courts as those specified in the Principal Agreement.

Name: Elli Morris

Appointment: CEO

Date: 23.02.26

PAY PCN OR APPEAL