Data Processing Agreement

Definitions and Interpretation ↑

0. Definitions

   "Data Protection Legislation" the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

   "Data Subject(s)" means any individual who is the subject of Personal Data.

   "Personal Data" means any information relating to an identified or identifiable natural person that is processed by eras as a result of, or in connection with, the provision of the Services; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

   "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

   "Processing, processes and process" means either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.

   "UK Data Protection Legislation" all applicable data protection and privacy legislation in force from time to time in the UK including The Data (Use and Access) Act 2025; General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

   The terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

1. The Appendices form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Appendices.

2. A reference to writing or written includes reference to email.

3. In the case of conflict or ambiguity between:

   0. any provision contained in the body of this DPA and any provision contained in the Appendices, the provision in the body of this DPA will prevail; and
   1. the terms of any accompanying invoice or other documents/Appendices to this DPA and any provision contained in the Appendices, the provision contained in the accompanying invoice will prevail; and

General Terms ↑

0. The parties acknowledge and agree that for the purpose of the Data Protection Legislation, the Client is the controller and eras is the processor.
1. The Client retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to eras.
2. Appendix A describes the subject matter, duration, nature and purpose of processing and the Personal Data categories and Data Subject types in respect of which eras may process in order to provide the Services.

Processor's Obligations ↑

0. eras will only process the Personal Data to the extent, and in such a manner, as is necessary to provide the Services and in accordance with Client’s written instructions. eras will not process the Personal Data for any other purpose or in a way that does not comply with the Contract or the Data Protection Legislation. eras must promptly notify the Client if, in its opinion, the Client’s instruction would not comply with the Data Protection Legislation.

1. eras must promptly comply with any request or instruction from the Client requiring eras to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

2. eras will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Client or the Contract specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires eras to process or disclose Personal Data, eras must first inform the Client of the legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the law prohibits such notice.

3. eras will reasonably assist the Client with meeting the Client’s compliance obligations under the Data Protection Legislation, taking into account the nature of Our processing and the information available to Us, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.

4. eras must promptly notify the Client of any changes to Data Protection Legislation that may adversely affect eras performance of the Services.

5. eras must, at no additional cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:

   0. the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
   1. information or assessment notices served on You by any supervisory authority under the Data Protection Legislation.

6. eras must notify the Client immediately if eras receive any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.

Security ↑

Sub-Processor ↑

0. eras may only authorise a third party (sub-processor) to process the Personal Data if:

   0. eras enters into a written contract with the sub-processor that contains terms substantially the same as those set out in this DPA, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client’s written request, provides the Client with copies of such contracts;
   1. eras maintains control over all Personal Data it entrusts to the subcontractor; and
   2. the sub-processor’s contract terminates automatically on termination of the Contract for any reason.

1. Where the subcontractor fails to fulfil its obligations under such written agreement, eras remains fully liable to the Client for the sub-processor’s performance of its agreement obligations.

2. eras (or any sub-processor) must not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without ensuring that the contract with the sub-processor contains a valid cross-border transfer mechanism under the Data Protection Legislation, so that eras (and, where appropriate, the Client) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR.

Personal Data Breach ↑

0. eras will promptly and without undue delay, notify the Client if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.
1. eras will not inform the ICO or any third party of any Personal Data Breach without first obtaining the Client’s prior written consent, except when required to do so by law.

Notice ↑

0. Any notice or other communication given to a party under or in connection with this DPA must be in writing and delivered to:
1. For Us: Data Officer, eras Ltd, Providence Court, 105 Denmark Street, Diss, Norfolk IP22 4WN, data@eras.co.uk
2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.