{"id":682,"date":"2022-11-16T16:57:49","date_gmt":"2022-11-16T15:57:49","guid":{"rendered":"https:\/\/dentamile-connect-manual.com\/en\/?page_id=682"},"modified":"2022-11-16T17:16:08","modified_gmt":"2022-11-16T16:16:08","slug":"master-processing-agreement-pursuant-to-article-28-gdpr","status":"publish","type":"page","link":"https:\/\/dentamile-connect-manual.com\/en\/master-processing-agreement-pursuant-to-article-28-gdpr\/","title":{"rendered":"Master Processing Agreement pursuant to Article 28 GDPR"},"content":{"rendered":"<div id=\"pl-682\"  class=\"panel-layout\" ><div id=\"pg-682-0\"  class=\"panel-grid panel-no-style\" ><div id=\"pgc-682-0-0\"  class=\"panel-grid-cell\" ><div id=\"panel-682-0-0-0\" class=\"so-panel widget widget_sow-editor panel-first-child panel-last-child\" data-index=\"0\" ><div\n\t\t\t\n\t\t\tclass=\"so-widget-sow-editor so-widget-sow-editor-base\"\n\t\t\t\n\t\t>\n<div class=\"siteorigin-widget-tinymce textwidget\">\n\t<h1 style=\"text-align: center;\"><strong>Master Processing Agreement pursuant to Article 28 GDPR<\/strong><\/h1>\n<div class=\"siteorigin-widget-tinymce textwidget\">\n<hr \/>\n<\/div>\n<div style=\"text-align: left;\"><\/div>\n<p style=\"text-align: left;\">between<\/p>\n<p>the party designated in the \u201cDentaMile connect Terms of use and service\u201d and the order sheet<\/p>\n<p style=\"text-align: center; color: #008000;\"><strong>\u2013 Client \u2013<\/strong><\/p>\n<p>and<\/p>\n<p style=\"text-align: center; color: #008000;\"><strong>DMG Digital Enterprises SE<br \/>\n<\/strong><strong>Elbgaustrasse 248<br \/>\n<\/strong><strong>22547 Hamburg<br \/>\n<\/strong><strong>Germany<\/strong><\/p>\n<p style=\"text-align: center; color: #008000;\"><strong>\u2013 Processor \u2013<\/strong><\/p>\n<p>Preamble<\/p>\n<p>This Agreement specifies the obligations, which the parties have under applicable data protection law and which arise from the services stipulated. The scope extends to all activities in conjunction with the services stipulated in the form of the Terms of use and service for \u201cDentaMile connect,\u201d whose subject matter consist of the Processor\u2019s collection, processing, or use of personal data of the Client. This Processing Agreement shall have priority only over the terms of the service agreement, which pertain to data protection matters. The choice of law shall be determined, primarily, by the terms set forth in the respective service agreement or the General Terms applied.<\/p>\n<h4>1. General provisions<\/h4>\n<p>(1) The Processor shall process personal data on behalf of the Client within the meaning of Article 4(8) and Article 28 of Regulation (EU) 2016\/679 \u2013 the General Data Protection Regulation (GDPR). Client orders provided to the Processor encompass work and\/or services, as derived from the respective primary agreement.<\/p>\n<p>(2) Insofar as the term \u201cdata processing\u201d or \u201cprocessing\u201d (of data) is used in this Agreement, the definition of \u201cprocessing\u201d as contemplated by Article 4(2) GDPR shall form the basis of such use.<\/p>\n<h4>2. Subject matter, the nature, and the purpose of processing<\/h4>\n<p>The subject matter of the data handled on behalf of the Client is the Processor\u2019s performance of the following tasks:<\/p>\n<ul>\n<li>providing a software platform to execute 3D creation processes in a dentistry environment in performance of the licensing and service agreements extant between the parties<\/li>\n<li>programming and fixing bugs in the application software and in the access to the software platform<\/li>\n<li>all measures conducive to securely operating and protecting the data on the platform including, but not limited to, running updates, backing up data, and performing security scans.<\/li>\n<li>all measures conducive to the consistency and accuracy of the data.<\/li>\n<li>monitoring the portal and external server operations for functionality<\/li>\n<\/ul>\n<p>Purposes of the processing include all contractual purposes requisite for rendering any performance contractually stipulated.<\/p>\n<p>Personal data of the Client\u2019s are used initially to set up the client account that serves to access and to administer the software platform (including termination). Apart from the foregoing, it cannot be ruled out that further personal data are accessed, indirectly, on account of the Processor\u2019s rendering its service as the platform operator.<\/p>\n<h4><strong>3<\/strong>.<strong> Types of personal data<\/strong><\/h4>\n<p>(1) The following types\/categories of data shall be processed:<\/p>\n<ul>\n<li>website visitors\u2019 IP addresses and browser information.<\/li>\n<li>basic personal information (such as name, address).<\/li>\n<li>communication data (such as telephone, email).<\/li>\n<li>client history (logging registrations and retrievals of software modules).<\/li>\n<li>findings data.<\/li>\n<li>data relating to health, <em>inter alia<\/em>, in the form of so-called \u201cSTL data records,\u201d which constitute personal biometric data within the meaning of Article 4(12) GDPR.<\/li>\n<\/ul>\n<p>(2) Categories of data subjects:<\/p>\n<ul>\n<li>clients\/customers and\/or patients of the Client\u2019s.<\/li>\n<li>suppliers, service providers, or cooperation partners of the Client\u2019s.<\/li>\n<li>employees of the Client\u2019s.<\/li>\n<\/ul>\n<h4><strong>4<\/strong>.<strong> Client<\/strong>\u2019<strong>s rights and duties<\/strong><\/h4>\n<p>(1) The Client is the controller within the meaning of Article 4(7) GDPR for the data processed on its behalf by the Processor. Under Section 4(5), the Processor has the right to advise the Client whenever, in its opinion, the data to be processed on the Client\u2019s behalf, or in keeping with the Client\u2019s instructions, is illicit.<\/p>\n<p>(2) As the controller, the Client shall be responsible for preserving data subjects\u2019 rights. The Processor shall inform the Client without undue delay whenever data subjects seek to enforce their rights as data subjects vis-\u00e0-vis the Client.<\/p>\n<p>(3) The Client shall have the right to issue to the Processor, at any time, complementary instructions regarding the nature, scope, and process of the processing. Instructions must be in text form (email, for instance).<\/p>\n<p>(4) The foregoing shall be without prejudice to any terms governing compensation for additional time and efforts expended, which shall be incurred by the Processor on account of the Client\u2019s complementary instructions.<\/p>\n<p>(5) The Client shall inform the Processor without undue delay whenever it determines an error or irregularities in connection with the Processor\u2019s processing of personal data.<\/p>\n<p>(6) In the event that a duty to provide information to third parties, as contemplated by Article 33 and Article 34 GDPR, or any other notification requirement applies to the Client, the Client shall be responsible for complying with such duty or requirement.<\/p>\n<h4>5. The Processor\u2019s general duties<\/h4>\n<p>(1) The Processor shall process personal data exclusively in keeping with the stipulations reached and\/or in compliance with any complementary instructions issued by the Client. The exception from the foregoing shall be provisions of law, which require that the Processor process that data in some other way. In such a case, the Processor shall inform the Client of the legal requirements before processing, unless applicable law prohibits such information on important grounds of public interest. In other respects, the purpose, nature, and scope of the processing shall be determined exclusively in accordance with this Agreement and\/or the instructions issued by the Client. The Processor shall be prohibited from processing data in deviation therefrom, unless the Client gives it written consent to such deviation.<\/p>\n<p>(2) The Processor shall be required to effectuate the processing on the Client\u2019s behalf only in the Member States of the European Union (EU) or of the European Economic Area (EEA).<\/p>\n<p>(3) The Processor shall be required to organize its enterprise and its operational processes in such a way that the data processed by it on behalf of the Client are secured to the respective extent required and shielded from unauthorized disclosure. The Processor shall coordinate with the Client in advance any changes in how it organizes its processing efforts on behalf of the Client, which changes shall have a considerable effect on the security of the data.<\/p>\n<p>(4) The Processor shall inform the Client without undue delay whenever, in the view of the Processor, an instruction issued by the Client breaches applicable law. The Processor shall have the right to refrain from executing the instruction concerned until such time as the instruction is confirmed or modified by the Client. Insofar as the Processor can demonstrate that any processing of data, which complies with an instruction issued by the Client, can render the Processor liable under Article 82 GDPR, the Processer shall have the right to refrain from any further processing until such time as the liability situation is clarified between the parties.<\/p>\n<p>(5) Data can be processed on behalf of the Client outside the operational facilities of the Processor or subprocessors only if the Client has given its consent in the form of a signed writing or in text from. The exception to the foregoing shall be work done at home (home office) by employees of the Processor.<\/p>\n<p>(6) The Processor shall process data, which it processes on behalf of the Client, separate from other data. Of necessity, no physical separation is required.<\/p>\n<p>(7) The Processor can designate Client-dedicated person(s) who shall be authorized to take into receipt instructions issued by the Client. Insofar as persons should be so designated and become so authorized, these persons are set forth in <strong style=\"color: #008000;\">Exhibit 1<\/strong>. In the event the Processor\u2019s persons so authorized should change, the Processor shall notify the Client thereof in text form.<\/p>\n<h4>6. The Processor\u2019s data protection officer<\/h4>\n<p>Each party to this Agreement, who is required to designate a data protection officer, shall provide the contact information of the designated data protection officer for purposes of coordinating questions of data protection law. In the event that no statutory requirement exists to designate a data protection officer, an equivalent contact person must be specified.<\/p>\n<p>(1) Data protection officer | contact person of the <strong style=\"color: #008000;\">Processor<br \/>\n<\/strong><strong style=\"color: #008000;\">\u00a0 \u00a0 \u00a0 Dr. Volker Wodianka, LL.M. (IT&amp;T)<br \/>\n<\/strong><strong style=\"color: #008000;\">\u00a0 \u00a0 \u00a0 Wodianka privacy legal GmbH<br \/>\n<\/strong>Address:\u00a0 Baron-Voght Stra\u00dfe 73 b, 22609 Hamburg, Germany<br \/>\nTelephone: +49 40 211 0786-0<br \/>\nMail to: kontakt@privacy-legal.de; volker.wodianka@privacy-legal.de or privacy@dmg-dental.com with the subject \u201cTo the Data Protection Officer\u201c<\/p>\n<p>(2) Data protection officer (if available) or contact person of <strong>Client<br \/>\n<\/strong>____________________________________<br \/>\n____________________________________<br \/>\n____________________________________<br \/>\n____________________________________<\/p>\n<h4>7. The Processor\u2019s notification requirements<\/h4>\n<p>(1) The Processor shall be required to notify the Client, without undue delay, of any breach of data protection law or of the contractual stipulations reached and\/or of the instructions issued by the Client, which breach occurred in the course of the processing of data by it or other persons involved in said processing. The same shall apply to any personal data breach in relation to the data processed by the Processor on behalf of the Client.<\/p>\n<p>(2) Further, the Processor shall inform the Client without undue delay whenever a supervisory authority, as defined in Article 58 GDPR, engages with the Processor and such engagement can also concern an audit of the processing rendered by the Processor on behalf of the Client.<\/p>\n<p>(3) The Processor is aware that the Client may be subject to a notification requirement under Article 33 and Article 34 GDPR, which prescribes that any required notification be made no later than 72 hours after having become aware of the event to be notified. The Processor shall support the Client in complying with its notification requirements. In particular, the Processor shall notify the Client by no later than 48 hours of its becoming aware of any unauthorized access to any personal data processed on behalf of the Client. The Processor\u2019s notification to the Client must include, but need not be limited to, the following information:<\/p>\n<ul>\n<li>description of the nature of the personal data breach including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;<\/li>\n<li>description of the measures taken or proposed to be taken by the Processor to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.<\/li>\n<\/ul>\n<h4>8. The Processor\u2019s duty to assist<\/h4>\n<p>(1) The Processor shall assist the Client in its obligation to respond to requests made by data subjects to exercise their rights under Article 12\u201323 GDPR. The terms set forth in Section 11 of this Agreement apply.<\/p>\n<p>(2) The Processor shall participate in the preparation of the records of processing activities engaged in by the Client. It must provide to the Client, in a suitable manner, any necessary information for said purpose.<\/p>\n<p>(3) The Processor shall assist the Client in ensuring compliance with the obligations set forth in Articles 32\u201336 GDPR taking into account the nature of processing and the information available to the Processor.<\/p>\n<h4>9. Auditing powers<\/h4>\n<p>(1) The Client shall have the right to audit, at any time and to any extent necessary, whether the Processor is in compliance with applicable data protection law and\/or in compliance with any terms reached between the parties and\/or in compliance with any instructions issued by the Client.<\/p>\n<p>(2) The Processor shall be required to give the Client information to the extent that such is required for auditing purposes within the meaning of subsection 1.<\/p>\n<p>(3) The Client can request to review any data processed by the Processor for the Client as well as any data processing systems and programs used.<\/p>\n<p>(4) After it gives reasonable advance notice, the Client can conduct the audit within the meaning of subsection 1 on premises at the Processors during normal business hours, as they may change from time to time. In this context, the Client shall ensure that audits are conducted only to the extent necessary, such that the Processor\u2019s operations shall not be disrupted unreasonably on account of the audits.<\/p>\n<p>(5) The Processor shall be required, in the event measures are taken by any supervisory authority against the Client within the meaning of Article 58 GDPR, to provide the Client with any necessary information, especially in view of its access and audit requirements, and to render it possible for any competent supervisory authority to conduct an on-premises audit. The Client must be informed of any measures the Processor intends to take.<\/p>\n<h4>10. Subprocessor relationships<\/h4>\n<p>(1) The Processor can contract with subprocessors without the Client\u2019s consent.<\/p>\n<p>(2) The Processor must select the subprocessor with due care and verify, prior to contracting with that subprocessor, that it is able to comply with the stipulations reached between the Client and the Processor. In particular, the Processor must verify in advance and at regular intervals during the term of the contract that the subprocessor has implemented, in accordance with Article 32 GDPR, the technical and organizational measures intended to protect personal data.<\/p>\n<p>(3) The Processor must ensure that the terms stipulated in this Agreement and any complementary instructions issued by the Client apply to the subprocessor.<\/p>\n<p>(4) The Processor must enter into a processing agreement with the subprocessor, which agreement shall meet the conditions set forth in Article 28 GDPR. Extending beyond the foregoing, the Processor must impose upon the subprocessor the same personal data protection requirements, which are stipulated between the Client and the Processor.<\/p>\n<p>(5) In particular, the Processor shall be required to ensure by virtue of contractual terms that the auditing powers (Section 9 of this Agreement) of the Client and of supervisory authorities also apply to the subprocessor and that equivalent auditing rights are stipulated for the benefit of the Client and supervisory authorities. Moreover, terms of contract must exist, according to which the subprocessor will be required to tolerate said auditing measures and any on-premises audits.<\/p>\n<p>(6) Third-party services, of which the Processor avails itself as services purely appurtenant to the exercise of its business activities, shall not be regarded as subprocessor relationships within the meaning of subsections 1 through 6. Those services shall include, but shall not be limited to, cleaning services, pure telecommunication services without any specific relation to the services rendered by the Processor for the Client, mail and courier services, transportation services, monitoring services. Still, the Processor shall be required, even as concerns appurtenant services rendered by third parties, to ensure that reasonable precautions and technical and organizational measures are taken to guarantee the protection of personal data. The servicing and maintaining of the IT system or of applications constitutes a subprocessor relationship and processing subject to consent under Article 28 GDPR, provided that the servicing and the verifying concern the IT systems, which are also used in connection with the rending of services for the Client and which can be accessed during the servicing of any personal data processed on behalf of the Client.<\/p>\n<h4>11. Confidentiality obligation<\/h4>\n<p>(1) For purposes of processing data for the Client, the Processor shall be required to maintain confidentiality of any data, which it receives or of which it learns in connection with the processing. The Processor shall be required to observe the same applicable rules of secrecy as are incumbent upon the Client, to the extent that the Processor has gained positive knowledge of said rules of secrecy. For this reason, the Client shall be required to advise the Processor, actively, of any particular rules of secrecy.<\/p>\n<p>(2) The Processor warrants that it is cognizant of the data protection rules and regulations, to which it is subject and which may change from time to time, and that it is familiar with how to apply the same. Further, the Processor warrants that it has familiarized its employees with the dispositive data protection rules and regulations and that it has imposed upon them a requirement of confidentiality. Further, the Processor warrants that, in particular, it has imposed upon the employees, who carry out the work, a confidentiality requirement and that it has informed them of the instructions issued by the Client.<\/p>\n<h4>12. Preservation of data subjects\u2019 rights<\/h4>\n<p>(1) Alone the Client shall be responsible for preserving data subjects\u2019 rights. The Processor shall be required to assist the Client in its duty to process data subjects\u2019 requests made under Article 12\u201323 GDPR. In particular, the Processor shall have to ensure that any information necessary as concerns such requests shall be provided to the Client without undue delay, such that the Client can comply, <em>inter alia<\/em>, with its duties under Article 12(3) GDPR.<\/p>\n<p>(2) To the extent it is necessary that the Processor assist in the efforts to preserve data subjects\u2019 rights \u2013 including, but not limited to, the right of access, rectification, restriction, or erasure \u2013 the Processor shall take any measures necessary to render such assistance in keeping with any instructions issued by the Client. The Processor shall assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Client\u2019s obligation to respond to requests for exercising the data subject's rights.<\/p>\n<p>(3) The foregoing shall be without prejudice to any terms governing compensation for additional time and efforts expended, which shall be incurred by the Processor on account of the Processor\u2019s assistance in connection with the exercise of data subjects\u2019 rights vis-\u00e0-vis the Client.<\/p>\n<h4>13. Duties of nondisclosure<\/h4>\n<p>(1) Both parties shall be required to hold in perpetual confidence all information, which they receive in connection with the performance of this Agreement, and to use such information only in performance of this Agreement. No party shall have the right either to use that information, be it in whole or in part, for any other purpose than that just mentioned or to disclose such information to third parties.<\/p>\n<p>(2) The foregoing requirement shall not apply to information, which one of the parties has demonstrably received from third parties, who are not subject to a duty of nondisclosure, or which are publicly known.<\/p>\n<h4>14. Fee<\/h4>\n<p>The Processor\u2019s fee shall be governed by the order sheet as well as the Terms of use and service regarding \u201cDentaMile connect.\u201d<\/p>\n<h4>15. Data security technical and organizational measures<\/h4>\n<p>(1) The Processor shall be obligated to the Client to comply with the technical and organizational measures, as are required to comply with applicable data protection law. Such includes, but is not limited to, the specifications contemplated by Article 32 GDPR.<\/p>\n<p>(2) The state of the technical and organizational measures extant as of the date this Agreement is entered into can be reviewed and verified upon request. The parties are in agreement that it can be necessary to change technical and organizational measures in order to modify them to reflect certain technical and legal realities. The Processor shall coordinate with the Client, in advance, any essential modifications, which can adversely impact the integrity, confidentiality, or availability of personal data. Measures, which entail only minor technical or organizational modifications and which do not adversely impact the integrity, confidentiality, or availability of personal data, can be implemented by the Processor without the Processor\u2019s having to coordinate such with the Client. The Client can, at any time, request a current version of the technical and organizational measures taken by the Processor.<\/p>\n<p>(3) The Processor shall audit for effectiveness the technical and organizational measures taken by it at routine intervals and whenever it has occasion to do so. The Processer shall inform the Client in the event there exists a need to optimize and\/or to modify those measures.<\/p>\n<h4>16. Term<\/h4>\n<p>(1) The Agreement shall commence upon its execution by both parties and shall be entered into for an indefinite term.<\/p>\n<p>(2) This Master Processing Agreement shall expire upon the termination of the service agreement and\/or of the order (see order sheet).<\/p>\n<h4>17. End<\/h4>\n<p>(1) After the Agreement ends, the Processor must, at the Client\u2019s option, return to the Client or erase any and all documents, data, and processing or usage results created in connection with the processing relationship, to the extent that such return or erasure is technically possible\/feasible. The foregoing shall be without prejudice to any statutory retention or other duties governing data storage periods extant on the side of the Processor.<\/p>\n<p>(2) The Processor shall be allowed to store personal data processed in connection with the order beyond the date on which the Agreement ends, if and to the extent that the Processor has a statutory duty to store such data. In these cases, the data shall be allowed to be processed only for purposes of complying with the respective statutory duties of retention. After the retention duty has lapsed, the data must be erased without undue delay.<\/p>\n<h4>18. Final provisions and transfer of rights under this Agreement<\/h4>\n<p>(1) A signed writing is required for side agreements.<\/p>\n<p>(2) Should individual parts of this Agreement be invalid, then such shall be without prejudice to the validity of the remaining terms of this Agreement.<\/p>\n<p>(3) The Processor shall have the right to transfer, in full and at any time, this Agreement, including all its rights and duties, to any other entity within the M\u00fchlbauer Technolgoy GmbH Group. The Client hereby gives its consent to such transfer. The Processor shall notify the Client of such transfer of contract.<\/p>\n<h4>Exhibit 1 \u2013 Subprocessors<\/h4>\n<p>The <em>Processor<\/em> avails itself of services of third parties for purposes of processing data on behalf of the Client, which third parties process data on behalf of the Processor (\u201cSubprocessors\u201d)<\/p>\n<p>These third parties are set forth below:<\/p>\n<p>bitgrip GmbH<br \/>\nKurfuerstendamm 170<br \/>\n10707 Berlin<br \/>\nGermany<\/p>\n<p>1000shapes GmbH<br \/>\nWiesenweg 10<br \/>\n12247 Berlin<br \/>\nGermany<\/p>\n<p>Hetzner Online GmbH<br \/>\nIndustriestr. 25<br \/>\n91710 Gunzenhausen<br \/>\nGermany<\/p>\n<p>Microsoft Deutschland GmbH<br \/>\nAxel-Springer-Platz 3<br \/>\n20355 Hamburg<br \/>\nGermany<\/p>\n<\/div>\n<\/div><\/div><\/div><\/div><\/div>","protected":false},"excerpt":{"rendered":"<p>Master Processing Agreement pursuant to Article 28 GDPR between the party designated in the \u201cDentaMile connect Terms of use and service\u201d and the order sheet \u2013 Client \u2013 and DMG Digital Enterprises SE Elbgaustrasse 248 22547 Hamburg Germany \u2013 Processor \u2013 Preamble This Agreement specifies the obligations, which the parties have under applicable data protection 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