Data Processing Agreement

1. Scope, Application, and Legal Framework

This Data Processing Agreement ("DPA") applies when the following conditions are satisfied:

• Customer acts as data controller with legal authority to determine the purposes and means of personal data processing activities
• Trackr.bot processes personal data solely on behalf of and according to documented instructions from the controller within our technical and operational capabilities
• Processing activities fall within the scope of UK GDPR, EU GDPR, or equivalent data protection regulations
• The processing involves personal data as defined under applicable data protection legislation
• Customer has established appropriate lawful basis for processing and complies with all controller obligations

2. Definitions and Legal Interpretation

• "Controller" means the customer who determines the purposes and means of processing personal data through our monitoring services and bears legal responsibility for controller obligations under applicable data protection law
• "Processor" means Trackr.bot when processing personal data on behalf of and according to documented instructions from the Controller within our service capabilities and operational parameters
• "Personal Data" means any information relating to an identified or identifiable natural person contained within, derived from, or incidentally collected through monitored content
• "Processing" means any operation performed on personal data, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure, dissemination, restriction, erasure, or destruction
• "Data Subject" means the identified or identifiable natural person whose personal data is processed through our services
• "Sub-processor" means any third party engaged by Processor to assist in providing services involving personal data processing under appropriate contractual safeguards
• "Applicable Law" means UK GDPR, EU GDPR, and all other relevant data protection, privacy, and cybersecurity legislation applicable to the processing activities

3. Controller Obligations and Compliance Requirements

3.1 Legal Basis and Lawfulness Requirements

Controller represents, warrants, and undertakes that:

• All processing instructions provided to Processor have appropriate and valid lawful basis under Article 6 UK GDPR with adequate documentation
• Where special category data is involved, additional conditions under Article 9 UK GDPR are satisfied with appropriate evidence
• All necessary consents, permissions, and legal authorizations have been obtained for monitoring activities
• Processing complies with data minimization, purpose limitation, accuracy, storage limitation, and other data protection principles
• Appropriate privacy notices have been provided to all relevant data subjects with required information
• Data Protection Impact Assessments have been conducted where required by law with appropriate mitigation measures
• Controller has appropriate resources and capabilities to meet regulatory obligations and potential liabilities

3.2 Monitoring Authorization and Third-Party Rights

Controller further represents and warrants:

• Possession of all necessary rights, permissions, and legal authority to monitor specified websites and content
• Compliance with all applicable terms of service, robots.txt directives, technical restrictions, and industry standards
• Non-violation of intellectual property rights, privacy rights, confidentiality obligations, or other third-party rights
• Adherence to applicable sector-specific regulations, professional standards, and ethical guidelines
• Implementation of appropriate safeguards for cross-border data transfers where applicable
• Maintenance of comprehensive documentation supporting all legal bases and authorizations

3.3 Data Subject Rights Management Framework

Controller acknowledges sole responsibility for:

• Receiving, evaluating, and responding to all data subject rights requests within statutory timeframes
• Determining the validity, scope, and appropriate response to rights requests under applicable law
• Providing clear instructions to Processor for technical implementation of validated rights requests within our capabilities
• Managing all direct communications with data subjects regarding their personal data and rights
• Maintaining comprehensive records of rights requests and responses for regulatory compliance
• Bearing all costs, expenses, and liabilities associated with rights request compliance

4. Processor Obligations and Service Framework

4.1 Processing Instructions and Technical Limitations

Processor commits to processing personal data according to:

• Documented instructions provided through our service interface, configuration settings, and authorized communication channels
• Configuration parameters specified within customer account dashboards and service controls
• Written instructions submitted through official support channels with appropriate authentication
• Technical specifications and operational limitations inherent in our service platform capabilities
• Applicable legal obligations requiring processing for compliance, security, or operational purposes

4.2 Staff Authorization and Confidentiality Framework

Processor ensures that all personnel authorized to process personal data:

• Are bound by comprehensive confidentiality obligations extending beyond employment termination
• Receive appropriate training on data protection principles, security requirements, and operational procedures
• Have undergone necessary background checks and security clearance procedures where appropriate
• Operate under strict need-to-know access principles with role-based authorization controls
• Are subject to disciplinary procedures and potential legal action for data protection violations
• Maintain current training and security awareness through ongoing professional development

4.3 Technical and Organizational Security Measures

Processor implements comprehensive security measures including:

• Advanced encryption protocols for data transmission (TLS 1.3) and storage (AES-256) with key management
• Multi-layered access controls, authentication systems, and authorization frameworks with audit trails
• Continuous security monitoring, intrusion detection, automated threat response, and incident management
• Regular security assessments, vulnerability testing, penetration testing, and third-party audits
• Comprehensive backup systems with encryption, geographic redundancy, and tested recovery procedures
• Advanced incident response protocols, security breach notification procedures, and forensic capabilities

5. Data Subject Rights Assistance Framework

5.1 Technical Assistance Capabilities and Scope

Processor will provide reasonable technical assistance for data subject rights implementation within our technical capabilities:

• Data Access: Generation of structured data exports in standard formats (JSON, CSV, XML) within thirty (30) days of validated requests with appropriate authentication
• Data Rectification: Correction of personal data upon Controller instruction where technically feasible within existing system capabilities
• Data Erasure: Deletion of specified personal data according to Controller instructions, subject to backup retention cycles and legal obligations
• Data Portability: Provision of structured, machine-readable data formats where applicable to automated processing activities
• Processing Restriction: Implementation of processing limitations where technically possible within existing system architecture

5.2 Assistance Limitations and Commercial Constraints

• Technical assistance limited to capabilities inherent in our existing service platform without custom development
• Complex or non-standard requests may require extended processing periods and additional costs
• Processor cannot provide legal advice regarding validity, scope, or compliance of data subject requests
• Controller remains solely responsible for legal compliance, response adequacy, and regulatory interaction
• Response times may be extended for technically complex requests requiring specialized investigation
• All technical assistance provided subject to our operational priorities and resource availability

6. Sub-processor Management and Authorization Framework

6.1 Current Sub-processor Authorization

Controller provides general written authorization for engagement of sub-processors listed in our Sub-processors List. All sub-processors are bound by data processing agreements providing equivalent protection standards and security obligations with appropriate oversight.

6.2 Sub-processor Change Management and Notification

For additions or changes to sub-processors:

• Thirty (30) days advance written notice via email to Controller's registered account address
• Comprehensive information regarding sub-processor services, data processing activities, and security measures
• Opportunity for Controller to object to proposed changes within the notification period with reasonable justification
• Right to terminate services if legitimate objections cannot be accommodated through alternative arrangements
• Emergency sub-processor engagement permitted for critical security incidents with expedited notification
• All sub-processor changes subject to our business requirements and operational necessities

6.3 Sub-processor Compliance and Oversight

Processor ensures all sub-processors:

• Execute comprehensive data processing agreements meeting Article 28 UK GDPR requirements with enhanced security provisions
• Implement appropriate technical and organizational measures commensurate with processing risks
• Undergo regular security and compliance assessments through recognized audit frameworks
• Maintain current certifications relevant to data protection and security (ISO 27001, SOC 2, etc.)
• Provide contractual commitments for data deletion or return upon service termination
• Submit to ongoing performance monitoring and compliance verification procedures

7. International Data Transfer Safeguards

7.1 Transfer Mechanism Implementation

For personal data transfers outside the UK and European Economic Area:

• Adequacy Decisions: Transfers to countries with current European Commission or UK Government adequacy decisions
• Standard Contractual Clauses: Implementation of current EU Standard Contractual Clauses and UK International Data Transfer Addendum
• Certification Programs: Utilization of EU-US Data Privacy Framework certifications where applicable
• Supplementary Measures: Additional technical and contractual safeguards based on transfer impact assessments

7.2 Transfer Impact Assessment and Monitoring

Processor conducts assessments of international transfer arrangements including:

• Regular review of destination country legislation affecting data protection and security
• Monitoring of legal developments that may impact transfer mechanism effectiveness
• Implementation of additional safeguards where transfer risk assessments indicate necessity
• Documentation of transfer safeguards and impact assessments for regulatory inspection

8. Data Retention and Deletion Framework

8.1 Retention Period Management

• Personal data retained according to Controller-specified retention periods configured within service settings
• Maximum retention period of twenty-four (24) months unless extended retention is required by legal obligations
• Automated deletion procedures implemented according to configured schedules and retention policies
• Backup data subject to additional retention periods up to ninety (90) days for technical recovery purposes
• Anonymization procedures applied to data retained for legitimate business purposes beyond primary retention periods

8.2 Data Deletion Procedures and Verification

• Secure deletion using industry-standard data destruction methodologies and overwriting techniques
• Comprehensive deletion across all systems, backups, and sub-processor environments within technical constraints
• Certification of deletion provided upon Controller request with reasonable advance notice
• Extended deletion timelines for geographically distributed systems and backup infrastructures
• Legal obligations may prevent or delay deletion where data must be retained for compliance purposes

9. Personal Data Breach Management

9.1 Processor Notification Obligations

Upon becoming aware of personal data breaches affecting Controller data:

• Notification to Controller without undue delay and within seventy-two (72) hours where operationally feasible
• Comprehensive breach information including nature, scope, affected data categories, and impact assessment
• Detailed description of containment measures implemented and ongoing response activities
• Assessment of likely consequences and recommendations for Controller response actions
• Ongoing updates as additional information becomes available during investigation and remediation
• Cooperation with investigation activities while maintaining operational requirements

9.2 Controller Response Responsibilities

Controller acknowledges exclusive responsibility for:

• Assessment of breach notification requirements under applicable law and regulatory obligations
• Notification to supervisory authorities within statutory timeframes where legally required
• Communication with affected data subjects regarding high-risk breaches as determined by law
• Coordination with regulatory authorities and provision of required breach documentation
• Legal and regulatory compliance for all breach response activities and communications
• All costs, expenses, and liabilities arising from breach incidents including regulatory actions

10. Audit Rights and Compliance Verification

10.1 Information Provision and Documentation

Processor will provide information necessary to demonstrate Article 28 compliance including:

• Current security policies, procedures, and technical documentation relevant to personal data processing
• Sub-processor agreement summaries and security assessment reports demonstrating adequate protection
• Staff training records and confidentiality agreement confirmations for personnel with data access
• Security certification reports and audit findings from recognized third-party assessment organizations
• Incident response procedures and breach notification protocols with documented capabilities
• Compliance documentation subject to confidentiality obligations and business operational requirements

10.2 Inspection and Audit Procedures

• Controller may request additional compliance information with reasonable advance notice and justification
• Physical audits may be arranged subject to security requirements, advance scheduling, and cost arrangements
• Third-party auditor reports from recognized certification bodies accepted in lieu of direct Controller audits
• Audit scope limited to processing activities directly related to Controller personal data
• Confidentiality obligations apply to all audit information and findings to protect business operations
• Audit activities subject to our operational requirements and business continuity considerations

11. Liability Framework and Risk Allocation

11.1 Controller Indemnification Obligations

Controller agrees to indemnify Processor from claims, damages, costs, and expenses arising from:

• Controller's failure to comply with data protection laws, regulations, or supervisory authority requirements
• Unauthorized monitoring activities or violations of third-party terms of service and legal restrictions
• Inadequate lawful basis, insufficient consent, or non-compliance with data protection principles
• Controller's failure to provide appropriate privacy notices or obtain necessary authorizations
• Regulatory fines, penalties, or sanctions arising from Controller's data protection compliance failures
• Third-party claims related to Controller's monitoring activities or data collection practices
• Controller's breach of representations, warranties, or obligations under this DPA

12. Agreement Termination and Data Handling

12.1 Termination Events and Procedures

This DPA terminates automatically upon:

• Termination or expiration of the underlying service agreement between the parties
• Controller's cessation of personal data processing through Processor services
• Material breach by either party following thirty (30) days written notice and opportunity to cure
• Legal or regulatory requirements prohibiting continued processing relationships
• Business operational requirements or commercial considerations by either party

12.2 Post-Termination Data Handling

Upon DPA termination:

• Processor will cease all personal data processing activities except as required for data return or legal obligations
• Data return or secure deletion will occur according to Controller instructions and our technical capabilities
• Backup data may persist for up to ninety (90) days following primary deletion for technical recovery purposes
• Certification of deletion provided upon request with reasonable advance notice and administrative fee
• Surviving obligations include confidentiality, limitation of liability, and indemnification provisions
• Data may be retained where required by legal obligations or legitimate business interests

13. Governing Law and Dispute Resolution

13.1 Legal Framework and Jurisdiction

• This DPA is governed by and construed in accordance with the laws of England and Wales
• Disputes subject to binding arbitration under London Court of International Arbitration (LCIA) rules where permitted by law
• Supervisory authorities retain full regulatory jurisdiction regardless of contractual dispute resolution
• Emergency injunctive relief available through English courts for data protection violations
• Consumer users retain statutory rights to court proceedings where arbitration is prohibited

13.2 Regulatory Compliance and Authority Recognition

Both parties acknowledge that supervisory authorities possess:

• Independent jurisdiction over data protection compliance regardless of contractual arrangements
• Authority to impose fines, penalties, and corrective measures under applicable data protection law
• Rights to conduct investigations and require cooperation irrespective of contractual provisions
• Power to order suspension or prohibition of processing activities for compliance violations
• Authority to override contractual provisions where inconsistent with regulatory requirements

14. Contact Information and Legal Communication