Data Processing Policy

Last Revised: October 11th, 2022

This Data Processing Policy (the “Policy”) is executed by and between STM Corporate Group, a group of companies registered in Delaware, and its Affiliates (“STM”) and you (“Client”) and is annexed to and supplements our General Terms & Conditions of Business, Privacy Policy and any and all agreements governing Covered Services (collectively, the “Terms of Service”).

1. Definitions

1.1 Unless otherwise defined in this Policy, all capitalized terms not defined in this Policy will have the meanings given to them in the Terms of Service

“Affiliates” means any entity which is controlled by, controls or is in common control with STM.

“Covered Services” means professional services that could involve our Processing of Personal Data and are subject to  our General Terms & Conditions of Business, Privacy Policy.

“Client Data” means the Personal Data of any Data Subject Processed by STM within the STM Network on behalf of Client pursuant to or in connection with the Terms of Service.

“Data Protection Laws” means all data protection or privacy laws and regulations applicable to the Processing of Personal Data under the Agreement, including but not limited to the (i) the Australian Privacy Principles and the Australian Privacy Act (1988), (ii) Brazil’s Lei Geral de Proteção de Dados (LGPD), (iii) the California Consumer Privacy Act (CCPA), (iv) Canada’s Federal Personal Information Protection and Electronic Documents Act (PIPEDA), (v) the EU GDPR, (vi) any national data protection laws made under or pursuant to the GDPR (vii) the EU e-Privacy Directive (Directive 2002/58/EC), (viii) Singapore’s Personal Data Protection Act 2012 (PDPA), (ix) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance, and (x) UK GDPR or Data Protection Act 2018; in each case as may be amended, superseded or replaced.

“EEA” means the European Economic Area.

“EU GDPR” means the 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.

“EU Standard Contractual Clauses” means the standard data protection clauses approved by the European Commission decision 2021/914 of 4 June 2021, incorporated herein by reference. Module Two (Controller to Processor) EU Standard Contractual Clauses and Module Three (Processor to Processor) EU Standard Contractual Clauses are available for download at the EUR-Lex website.

“STM Network” means STM’s data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within STM’s control and are used to provide the Covered Services.

“Security Incident”means a breach of security of the STM Security Standards resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Client Data on systems managed or controlled by STM.

“Security Standards” means the security standards as described in this policy.

“Sensitive Data” means (a) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers or passwords; (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother’s maiden name, or date of birth; (f) criminal history; or (g) any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law or regulation relating to privacy and data protection.

“Sub-processor” means any processor engaged by Processor to Process data on behalf of controller.

“UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.

“UK International Data Transfer Policy” means the International Data Transfer Policy to the EU Standard Contractual Clauses issued by the UK Information Commissioner, Version B1.0, in force 21 March 2022, incorporated herein by reference. The UK International Data Transfer Policy is available for download at the UK Information Commissioner’s Website

1.2 The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in this Policy have the meanings given in the EU GDPR irrespective of which Data Protection Laws apply.

2. Scope of Data Processing and Relationship of Parties

2.1 STM as Processor. The parties acknowledge and agree as follows: (i) that STM is a processor of Client Data under Data Protection Laws; (ii) that Client is a controller or processor, as applicable, of the Client Data under Data Protection Laws; and (iii) that each party will comply with its obligations under applicable Data Protection Laws with respect to the processing of Client Data.

2.2 Details of Data Processing. The subject matter of processing Client Data by STM is the performance of the Covered Services pursuant to the Terms of Service. STM shall only process Client Data on behalf of and in accordance with Client’s documented instructions for the following purposes: (i) processing in accordance with the Terms of Service; (ii) processing initiated by end users in their use of the Covered Services; (iii) processing to comply with other documented, reasonable instructions provided by Clients (ex. via email) where such instructions are consistent with the Terms of Service. STM shall not: (a) process, retain, use, sell, or disclose Client Data except as necessary to provide Covered Services pursuant to the Terms of Service, or as required by law; (b) sell such Client Data to any third party; (c) retain, use, or disclose such Client Data outside of the direct business relationship between STM and Client.

For the avoidance of doubt, Client’s instructions for the processing of Client Data shall comply with all Data Protection Laws. Client shall have sole responsibility for the accuracy, quality, and legality of Client Data and the means by which Client acquired Client Data. If Client is a controller of the Client Data, Client acknowledges and agrees as follows: (i) You must use commercially reasonable efforts to disclose clearly, and obtain consent to, any data collection, sharing and usage that takes place on any Covered Services; and (ii) You must make clear that as a consequence of your use of Covered Services, End User data may be processed outside of their country of origin. If Client is a processor of the Client Data, Client warrants that Client’s instructions and actions with respect to Client Data, including the appointment of STM as another processor, have been authorized by the relevant controller. STM shall not be required to comply with or observe Client’s instructions if such instructions would violate Data Protection Laws. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Policy are further specified in Appendix 1 (‘Details of the Processing’) to this Policy.

3. Confidentiality of Client Data

STM will not disclose Client Data to any government or any other third party, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order). In the event STM receives a valid civil subpoena, and to the extent permitted, STM will endeavor to provide Client with reasonable notice of the demand via email or postal mail to allow Client to seek a protective order or other appropriate remedy.

4. Shared Responsibility Model of Security

4.1 STM has implemented and will maintain the technical and organizational measures for the STM Network as described herein this Section and as further described in Annex 2 to this Policy, Security Standards. In particular, STM has implemented and will maintain the following technical and organizational measures that address the (i) security of the STM Network; (ii) physical security of the facilities; (iii) controls around employee and contractor access to (i) and/or (ii); and (iv) processes for testing, assessing and evaluating the effectiveness of technical and organizational measures implemented by STM. In the event that we are not able to meet any of our obligations set forth herein, we will provide written notice (via our website or email) as soon as practically feasible.

4.2 STM makes available a number of security features and functionalities that Client may elect to use in relation to the Covered Services. Client is responsible for (a) properly configuring the Covered Services, (b) using the controls available in connection with the Covered Services (including the security controls) to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (c) using the controls available in connection with the Covered Services (including the security controls) to allow the Client to restore the availability and access to Client Data in a timely manner in the event of a physical or technical incident (e.g. backups and routine archiving of Client Data), and (d) taking such steps as Client considers adequate to maintain appropriate security, protection, and deletion of Client Data, which includes use of encryption technology to protect Client Data from unauthorized access and measures to control access rights to Client Data.

5. Data Subject Rights

Taking into account the nature of the Covered Services, STM offers Client certain controls that Client may elect to use to retrieve, correct, delete or restrict use and sharing of Client Data as described in the Covered Services. Client may use these controls as technical and organizational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from data subjects. As commercially reasonable, and to the extent lawfully required or permitted, STM shall promptly notify Client if STM directly receives a request from a data subject to exercise such rights under any applicable Data Protection Laws (“Data Subject Request”). In addition, where Client’s use of the Covered Services limits its ability to address a Data Subject Request, STM may, where legally permitted and appropriate and upon Client’s specific request, provide commercially reasonable assistance in addressing the request, at Client’s cost (if any).

6. Sub-Processing

6.1 Authorized Sub-processors. Client agrees that STM may use Sub-processors to fulfil its contractual obligations under its Terms of Service and this Policy or to provide certain services on its behalf, such as providing support services. Client hereby consents to STM’s use of Sub-processors as described in this Section.

6.2 Sub-processor Obligations. Where STM uses any authorized sub-processor as described in Section 6.1:

(i) STM will restrict the sub-processor’s access to Client Data only to what is necessary to maintain the Covered Services or to provide the Covered Services to Client and any end users in accordance with the Terms of Service. STM will prohibit the sub-processor from accessing Client Data for any other purpose;

(ii) STM will enter into a written agreement with the sub-processor and, to the extent that the sub-processor is performing the same data processing services that are being provided by STM under this Policy, STM will impose on the sub-processor substantially similar contractual obligations that STM has under this Policy; and

(iii) STM will remain responsible for its compliance with the obligations of this Policy and for any acts or omissions of the sub-processor that cause STM to breach any of STM’s obligations under this Policy.

7. Security Incident

7.1 Security Incident. If STM becomes aware of a Security Incident, STM will without undue delay: (a) notify Client of the Security Incident; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

7.2 STM Assistance. To assist Client in relation to any personal data breach notifications Client is required to make under Data Protection Laws, STM will include in the notification such information about the Security Incident as STM is reasonably able to disclose to Client, taking into account the nature of the Covered Services, the information available to STM, and any restrictions on disclosing the information, such as confidentiality.

7.3 Failed Security Incidents. Client agrees that a failed Security Incident will not be subject to the terms of this Policy. A failed Security Incident is one that results in no unauthorized access to Client Data or to any of STM’s Network, equipment, or facilities storing Client Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful login attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents.

7.4 Notification. Notification of Security Incidents, if any, will be delivered to one or more of Client’s administrators by any means STM selects, including via email. It is Client’s sole responsibility to ensure Client’s administrators maintain accurate contact information on the STM management console and secure transmission at all times.

7.5 No Acknowledgement of Fault by STM: STM’s obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by STM of any fault or liability of STM with respect to the Security Incident.

8. Client Rights

8.1 Independent Determination. Client is responsible for reviewing the information made available by STM relating to data security and its Security Standards and making an independent determination as to whether the Covered Services meets Client’s requirements and legal obligations as well as Client’s obligations under this Policy. The information made available is intended to assist Client in complying with Client’s obligations under applicable Data Protection Laws. Client agrees that the Covered Services and the Security Standards implemented and maintained by STM provide a level of security appropriate to the risk to personal data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of personal data as well as the risks to individuals).

8.2 Client Audit Rights. Client has the right to confirm STM’s compliance with this Policy as applicable to the Covered Services by making a specific request in writing, at reasonable intervals, to the address set forth in the Terms of Service. If STM declines to follow any instruction requested by Client regarding a properly requested and scoped audit or inspection, Client is entitled to terminate this Policy and the Terms of Service.

9. Transfers of Client Data

9.1 U.S. Based Processing. Except where specifically noted in the Terms of Service, Client Data will be transferred outside the United Kingdom or the EEA and processed in the United States, but may also be processed in any other location and jurisdiction worldwide as STM see fit for providing the service.

9.2 Application of EU Standard Contractual Clauses. Module Two (Controller to Processor) EU Standard Contractual Clauses or Module Three (Processor to Processor) EU Standard Contractual Clauses will apply to Client Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for Client Data. These EU Standard Contractual Clauses will not apply to Client Data that is not transferred, either directly or via onward transfer, outside the EEA. Notwithstanding the foregoing, these EU Standard Contractual Clauses will not apply where the data is transferred in accordance with a recognized compliance standard for the lawful transfer of Personal Data outside the EEA, such as when necessary for the performance of Covered Services pursuant to the Terms of Service or with your consent.

9.3 Application of UK International Data Transfer Policy. The UK International Data Transfer Policy will apply to Client Data transferred via Covered Services from the United Kingdom, either directly or via onward transfer, to any country not recognized by the competent United Kingdom regulatory authority or governmental body as providing an adequate level of protection for Client Data. The UK International Data Transfer Policy will not apply to Client Data that is not transferred, either directly or via onward transfer, outside the United Kingdom. Notwithstanding the foregoing, the UK International Data Transfer Policy will not apply where the data is transferred in accordance with a recognized compliance standard for the lawful transfer of Client Data outside the United Kingdom, such as when necessary for the performance of Covered Services pursuant to the Terms of Service or with your consent.

10. Termination of the Policy

This Policy will continue in force until the termination of our processing in accordance with the Terms of Service (the “Termination Date”).

11. Return or Deletion of Client Data

As described in the Covered Services, the Client may be provided controls that may use to retrieve or delete Client Data. Deletion of Client Data will take place thirty (30) days following Termination Date, subject to the terms of the particular Covered Services. Client acknowledges that it is Client’s responsibility to export, before the Termination Date, any Client Data you want to retain after the Termination Date.

12. Limitations of Liability

The liability of each party under this Policy will be subject to the exclusions and limitations of liability set out in the Terms of Service. Client agrees that any regulatory penalties incurred by STM in relation to the Client Data that arise as a result of, or in connection with, Client’s failure to comply with its obligations under this Policy and any applicable Data Protection Laws will count towards and reduce STM’s liability under the Terms of Service as if it were liability to the Client under the Terms of Service.

13. Entire Terms of Service; Conflict

This Policy supersedes and replaces all prior or contemporaneous representations, understandings, agreements, or communications between Client and STM, whether written or verbal, regarding the subject matter of this Policy, including any data processing addenda entered into between STM and Client with regard to the processing of personal data and on the free movement of such data.  To the extent there is any conflict or inconsistency between the EU Standard Contractual Clauses or UK International Data Transfer Policy and any other terms in this Policy or the Terms of Service, the provisions of the EU Standard Contractual Clauses or UK International Data Transfer Policy, as applicable, will prevail. Except as amended by this Policy, the Terms of Service will remain in full force and effect.  If there is a conflict between the Terms of Service and this Policy, the terms of this Policy will control.

Appendix 1

 DETAILS OF THE PROCESSING

1. Nature and Purpose of Processing. STM will Process Client Data as necessary to perform the Covered Services pursuant to the Terms of Service and as further instructed by Client throughout its use of the Covered Services.
2. Duration of Processing. Subject to Section 10 and 11 of this Policy, STM will Process Client Data during the effective date of the Terms of Service. Notwithstanding the foregoing, STM may retain Client Data, or any portion of it, if required by applicable laws or regulation, including applicable Data Protection Laws, provided that such Client Data remains protected in accordance with the terms of this Policy and applicable Data Protection Laws.
3. Categories of Data Subjects. Client may upload Personal Data in the course of its use of the Covered Services, the extent to which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

• Prospects, Clients, business partners and vendors of Client (who are natural persons)
• Employees or contact persons of Client’s prospects, Clients, business partners and vendors
• Employees, agents, advisors, freelancers of Client (who are natural persons)
• Client’s users authorized by Client to use the Covered Services

4. Categories of Personal Data. Client may upload Personal Data in the course of its use of the Covered Services, the type of and extent to which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to the following categories of Personal Data of Data Subjects: 

• Name
• Address
• Telephone number
• Date of birth
• Email address
• Other data collected that could directly or indirectly identify data subjects.

5. Sensitive Data or Special Categories of Data. Client may upload Sensitive Data in the course of its use of the Covered Services, the type of and extent to which is determined and controlled by Client in its sole discretion. Client is responsible for applying restrictions or safeguards that fully take into consideration the nature of the data and the risks involved prior to transmitting or processing any Sensitive Data via the Covered Services.