DATA PROCESSING AGREEMENT

(1) This Data Processing Agreement (“DPA”) is an addition to any contract, agreement or other legal document between Yandex.Taxi B.V. or any of its affiliates listed at https://yandex.com/legal/dpa_undertakings (“Yandex.Taxi”) and the other party of such contract, agreement or document concluded with Yandex.Taxi (“Customer”), in which this DPA is stipulated as a part of such contract, agreement or document (“Contract”).

(2) In the event of a contradiction between this DPA and the provisions of Contract, this DPA shall prevail.

(3) This DPA is to ensure compliance with Article 28(3) and (4) of 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, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”).

(4) Customer hereby confirms it has a business established in the territory of a member state of the European Union or European Economic Area, or that, for other reasons, are subject to the territorial scope of the national implementations of GDPR.

If this is not the case, Yandex.Taxi and Customer shall conclude Data Transfer Agreement which available at https://yandex.com/legal/scc or the relevant data processing agreement to ensure compliance with obligations related to international transfers in accordance with Chapter V (Transfers of personal data to third countries or international organisations) of GDPR or with other applicable law.

1. Entering into DPA

1.1. DPA is deemed to be concluded either by signing Contract or by signing DPA accession agreement (https://yandex.com/legal/dpa_aa), including by electronic means (scan, email, etc.).

1.2. Subject to the entering into DPA, parties shall include in Contract or DPA accession agreement the following:

• The role of each party as data controller and/or data processor;
• Description of the processing (categories of data subjects whose personal data is processed; categories of personal data processed; sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures; nature of the processing; purpose(s) for which the personal data is processed on behalf of the controller; duration of the processing; for processing by (sub-) processors – subject matter, nature and duration of the processing);
• Description of the technical and organisational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks for the rights and freedoms of natural persons;
• Agreed list of sub-processors.

Such provisions in Contract or DPA accession agreement are an integral part of DPA.

1.3. The Parties undertake not to modify this DPA, except for adding or updating information included in Contract or DPA accession agreement.

1.4. This does not prevent the Parties from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the DPA or detract from the fundamental rights or freedoms of data subjects.

2. Interpretation and scope

2.1. This DPA shall be read and interpreted in the light of the provisions of GDPR. Where DPA uses the terms defined in GDPR, those terms shall have the same meaning as in GDPR.

2.2. This DPA shall not be interpreted in a way that runs counter to the rights and obligations provided for in GDPR or in a way that prejudices the fundamental rights or freedoms of the data subjects.

2.3. This DPA applies to the processing of personal data as specified in Contract or DPA accession agreement.

2.4. This DPA is without prejudice to obligations to which the controller is subject by virtue of GDPR.

3. Instructions

3.1. The processor shall process personal data only on documented instructions from the controller, unless required to do so by the law of European Union, European Economic Area or its member state to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.

3.2. The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe GDPR or the applicable data protection provisions of European Union, European Economic Area or its member state.

4. Purpose limitation

4.1. The processor shall process the personal data only for the specific purposes of the processing, as set out in Contract or DPA accession agreement, unless it receives further instructions from the controller.

5. Duration of the processing of personal data

5.1. Processing by the processor shall only take place for the duration specified in Contract or DPA accession agreement.

6. Security of processing

6.1. The processor shall at least implement the technical and organisational measures specified in Contract or DPA accession agreement to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.

6.2. The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of Contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7. Sensitive data

7.1. If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

8. Documentation and compliance

8.1. The Parties shall be able to demonstrate compliance with DPA.

8.2. The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with DPA.

8.3. The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in DPA and stem directly from GDPR. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by DPA, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.

8.4. The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.

8.5. The Parties shall make the information referred to in DPA, including the results of any audits, available to the competent supervisory authority/ies on request.

9. Use of sub-processors

9.1. The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.

9.2. Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with DPA. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to DPA and to GDPR.

9.3. At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.

9.4. The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.

9.5. The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

10. International transfers

10.1. Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under the law of European Union, European Economic Area or its member state to which the processor is subject and shall take place in compliance with Chapter V (Transfers of personal data to third countries or international organisations) of GDPR.

10.2. The controller agrees that where the processor engages a sub-processor in accordance with this DPA for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of GDPR, the processor and the sub-processor can ensure compliance with Chapter V of GDPR by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of GDPR, provided the conditions for the use of those standard contractual clauses are met.

11. Assistance to the controller

11.1. The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.

The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing.

In fulfilling these obligations, the processor shall comply with the controller’s instructions.

11.2. The processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:

• the 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’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
• the obligation to consult the competent supervisory authority/ies 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 controller to mitigate the risk;
• the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
• the obligations in Article 32 (Security of processing) of GDPR.

11.3. The Parties shall set out in Contract or DPA accession agreement the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of DPA as well as the scope and the extent of the assistance required.

12. Notification of personal data breach

12.1. In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of GDPR, where applicable, taking into account the nature of processing and the information available to the processor

12.2. In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

• in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant (unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
• in obtaining the following information which, pursuant to Article 33(3) of GDPR, shall be stated in the controller’s notification, and must at least include:

  • 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;
  • the likely consequences of the personal data breach;
  • 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.

  Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

• in complying, pursuant to Article 34 of GDPR, with the obligation to communicate without undue delay 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.

12.3. In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

• a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
• the details of a contact point where more information concerning the personal data breach can be obtained;
• its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

The Parties shall set out in Contract or DPA accession agreement all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of GDPR.

13. Non-compliance with the DPA and termination

13.1. Without prejudice to any provisions of GDPR, in the event that the processor is in breach of its obligations under DPA, the controller may instruct the processor to suspend the processing of personal data until the latter complies with DPA or Contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with DPA, for whatever reason.

13.2. The controller shall be entitled to terminate Contract insofar as it concerns processing of personal data in accordance with DPA if:

• the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with DPA is not restored within a reasonable time and in any event within one month following suspension;
• the processor is in substantial or persistent breach of DPA or its obligations under GDPR;
• the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to DPA or to GDPR.

13.3. The processor shall be entitled to terminate Contract insofar as it concerns processing of personal data under DPA where, after having informed the controller that its instructions infringe applicable legal requirements, the controller insists on compliance with the instructions.

13.4. Following termination of Contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless the law of European Union, European Economic Area or its member state requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with DPA.

Date of publication: 06.09.2021