Data Processing Amendment (DPA)

Last revised on April 2020

Introduction to this Amendment

Wellness360 believes in processing personal data in a secure, fair, and transparent way, and so, we process personal data following the EU’s General Data Protection Regulation (GDPR) (Please check Wellness360’s GDPR terms for more details). These terms have been provided to govern the handling and protection of personal data by Wellness360 and you. This Data Processing Amendment (DPA) amends and supplements your Terms of Service and requires no further action on your part.

If you do not agree to this DPA, you may stop using the Wellness360 service and cancel your account.

Terms and Definitions

All parties must understand what data and whose data is being protected under this DPA. Each party has particular commitments and necessities to protect personal data; hence, the following definitions explain the extent of this DPA, along with the mutual commitments to protect personal data.

"Wellness 360 Technologies, Inc ", “Wellness360”, “we”, “us”, or “our” refer to the provider of the Wellness360 website and services, (collectively referred to as the “Wellness360 Service.”).

“You”, "Client", “Customer” refers to the company or organization that signs up to use the Wellness360 service to manage the relationships with your consumers or service users.

“Party” refers to Wellness360 and/or the customer depending on the context.

“Personnel” refers to those people who are employed by or are under contract to operate a service on behalf of any one of the parties, depending on the context. Personnel may have certain rights in their personal data (including business contact information) if they are residing in the EU. It is essential to be clear about how personnel’s rights are protected.

“Sub-processor” is third-party, independent contractors, vendors, and suppliers who provide specific services and products related to the Wellness360 website and our services.

“Incident” means:

(a) a complaint or a request concerning the exercise of an individual’s rights under the GDPR;

(b) an investigation into or capture of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent;

(c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach has taken place or is about to take place.

The terms, “Data Subject”, “Personal Data”, “Member State”, “Controller”, “Processor”, and “Processing” shall have the same meaning as in the GDPR, and their related terms shall be interpreted accordingly.

For convenience, we are not capitalizing initial letters of the defined terms in this DPA. Defined terms are defined terms, irrespective of their format.

1. Undertakings regarding personal data

a. Each party shall agree that personal data must be considered confidential information under this DPA. Also, each party shall comply with all the applicable laws concerning data protection in the relevant jurisdiction to protect each other’s personal data.

b. Personal Data shall remain the property of the disclosing party. Wellness360 recognizes that the customer is the controller and maintains control over the data subject’s personal data.

c. Wellness360 will process customer’s personal data only to the limited extent that is strictly necessary to provide the services as per the Terms of Use and any further written instructions from the customer that are mutually agreed upon in writing. Wellness360 agrees that:

  • it will implement and maintain an appropriate security program that includes adequate security, technical, and organizational measures to protect against unauthorized, unlawful, or accidental processing, use, deletion, loss or destruction of, or damage to customer personal data;
  • it will not modify, alter, delete, publish, transfer, or disclose any customer personal data to any third party, nor allow any third party to process such personal data on behalf of Wellness360 unless the third party is obliged to maintain similar confidentiality and data handling provisions;
  • it shall ensure that access to personal data is limited to that personnel who require such access to perform its responsibilities under the Terms of Use. The personnel engaged in the processing of personal data are notified of the confidential nature of the personal data, have received appropriate training on their duties, and have executed written confidentiality agreements. Wellness360 shall ensure that such confidentiality obligations survive the termination of the personnel engagement;
  • it will only process customer personal data to the extent necessary to perform its obligations under the Terms of Use, upon written instructions of the customer (only as mutually agreed upon), complying with the applicable laws.

d. Upon termination of your account, Wellness360 will delete, destroy, or anonymize the personal data following our standard backup and preservation policy per the Terms of Use, usually, no later than 60 days, unless we are obliged to retain personal data due to Union, Member State or United States laws; in which case Wellness360 reserves the right to retain personal data.

e. The parties acknowledge that customers may own personal data relating to Wellness360's personnel. Wellness360 warrants that it has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required under any applicable law to enable: (i) the disclosure of Wellness360's personal data to the customer; and (ii) further processing of such Wellness360 personal data by customer.

2. Undertakings regarding sub-processors

a. The parties acknowledge that Wellness360 may engage third-party sub-processors in connection with the obligations of the Terms of Use. For any sub-processor with which Wellness360 engages, we will enter into a written agreement containing data protection obligations that are as protective as those in this amendment and required to protect customer’s personal data to meet the GDPR terms.

Customers can write to Wellness360 at support@wellness360.co to know the list of sub-processors used. If the customer has any concerns or questions regarding the use or changes of sub-processors, they can write to the support team with the reasons and suggestions for the objection. Wellness360 will employ reasonable efforts to work in good faith with the customer to find an acceptable, reasonable, and efficient alternate solution. However, if the parties are not able to agree to a mutual solution, the customer may suspend or terminate their account.

3. Customer undertakings and Wellness360's assistance

a. Customer warrants that it has all necessary rights to provide the personal data to Wellness360 for processing in connection with the prerequisite of the Wellness360 Services.

b. To the extent necessitated by the applicable laws, the customer is responsible to ensure the required data subject consents are obtained that may be necessary to this processing, and for ensuring that a record of such consents is maintained, including any consent to use personal data that is obtained from third parties. Should such consent be withdrawn by a data subject, the customer is responsible for communicating the fact of such revocation to Wellness360. Wellness360 shall be responsible for implementing any customer instruction concerning the further processing of that personal data, or, as may be following any of Wellness360's legal obligations.

c. Customer understands, as a controller, that it is responsible (as between customer and Wellness360) for:

  • determining the lawfulness of any processing, performing any required data protection impact assessments, and accounting to regulators and individuals, as may be needed;
  • making reasonable efforts to verify parental consent when data is collected on a data subject under 16 years of age;
  • providing relevant privacy notices to data subjects as may be required in your jurisdiction, including notice of their rights, and provide the mechanisms for individuals to exercise those rights;
  • responding to requests from individuals about their data and the processing of the same, including requests to have personal data altered, corrected, or erased, and providing copies of the actual data processed;
  • implementing your own appropriate technical and organizational measures to ensure and demonstrate processing in accord with this DPA;
  • notifying individuals and any relevant regulators or authorities of any incident as may be required by law in your jurisdiction.

d. Wellness360 shall assist the customer by implementing appropriate technical and organizational measures, to the extent that is reasonably and commercially possible, in fulfilling the customer’s obligations to respond to individuals’ requests to exercise rights under the GDPR.

e. Wellness360 shall assist the customer by implementing appropriate technical and organizational measures, to the extent that is reasonably and commercially possible, to ensure compliance with articles 32 to 36 (inclusive) of the GDPR.

f. Wellness360 will regularly procure an independent audit of its code base and systems by independent third parties to demonstrate compliance with its DPA obligations. Upon customer's request, and subject to confidentiality obligations, Wellness360 shall make available to customer information reasonably necessary to demonstrate compliance with Wellness360 obligations under this DPA. At a minimum, upon written request, Wellness360 will produce to the customer an executive summary of any third-party audit reports concerning the adequacy of Wellness360's technical security measures as described in the Security Policy.

g. The customers may contact Wellness360 in writing to schedule an audit of the procedures that are relevant to the protection of personal data. Customer shall reimburse Wellness360 for any time or resources that have been or shall be expended for any such on-site audit at the Wellness360's then-current professional services rates, which shall be made available to the customer upon request. Before the initiation of any such on-site audit, the customer and Wellness360 shall mutually agree upon the extent, timing, and duration of the audit. The customer shall promptly notify Wellness360 with information regarding any non-compliance discovered during the course of an audit.

4. Incident Management

a. When either party becomes aware of any event that may impact the processing of personal data, it shall promptly notify the other about the incident, and shall reasonably cooperate to enable the other party to perform a thorough investigation into the incident, to form a correct response, and to take further suitable steps in regards to the incident.

b. Both parties shall have in place written procedures that allow them to promptly respond to the other about an incident. If the incident is reasonably likely to require a data breach notification under applicable laws, the party responsible for the incident shall notify the other without undue delay of having become aware of such an incident.

Any notifications made under this section shall be made to support@wellness360.co when made to Wellness360 and to our point of contact with you (when made to the customer), and shall contain:

  • A description of the nature of the incident, including, where possible, the categories, and the approximate number of individuals concerned, the categories, and the approximate number of records concerned;
  • The name and contact details of the point of contact where more information can be obtained;
  • A description of the likely consequences of the incident;
  • A description of the measures taken or proposed to be taken to address the incident including, where appropriate, measures to alleviate its possible adverse effects.

Liability and Indemnity

a. Each party indemnifies the other and holds them harmless against all claims, actions, third party claims, losses, damages, and expenses incurred by the indemnified party and arising directly or indirectly out of or in connection with a breach of this DPA.

6. Duration and Termination

a. This DPA shall come into effect on May 1, 2021, and shall continue until it is changed or terminated under the Terms of Use.

b. Termination or expiration of this DPA shall not discharge the parties from the confidentiality obligations herein.