Online Terms and Condition (Version 1.0)

Cropin Technology Solutions Private Limited (“Cropin”) and the customer availing services from Cropin have entered into one or more Agreement(s) (as defined below) and/or Complementary Product Agreements(s) (as defined below) (each, as amended from time to time, an "Agreement").

This Data Processing Amendment (“Data Processing Amendment”) will, as from the Amendment Effective Date (as defined below), be effective and replace any previously applicable data processing amendment or, in the case of a Complementary Product Agreement, any terms previously applicable to privacy, data processing and/or data security. The Customer hereby agrees to the terms of this Data Processing Amendment for availing the Services from Cropin.

  1. Introduction.

    This Data Processing Amendment reflects the parties’ agreement with respect to the terms governing the processing and security of Customer Data (as defined below) under the applicable Agreement.

  2. Definitions.

    Capitalized terms used but not defined in this Data Processing Amendment have the meanings given elsewhere in the applicable Agreement.

    In this Data Processing Amendment, unless stated otherwise:

    1. “Additional Products” means products, services and applications that are not part of the Services but that may be accessible, via the Admin Console or otherwise, for use with the Services.

    2. “Additional Security Controls” means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines. “Additional Security Controls” may include the Admin Console and other features and functionality of the Services such as two factor authentication, security key enforcement and monitoring capabilities.

    3. “Affiliate” means any entity controlling, controlled by, or under common control with a party, where “control” is defined as: (a) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to exercise a controlling influence over the management or policies of the entity.

    4. “Agreed Liability Cap” means the maximum monetary or payment-based amount at which a party’s liability is capped under the applicable Agreement, either per annual period or event giving rise to liability, as applicable.

    5. "Amendment Effective Date” means, as applicable:

      1. 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement prior to or on such date; or
      2. the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement, if such date is after 25 May 2018.

    6. “Complementary Product Agreement” means: agreement under which Cropin agrees to provide identity services as such to Customer; or any other agreement that incorporates this Data Processing Amendment by reference or states that it will apply if accepted by Customer.

    7. “Customer Data” means data submitted, stored, sent or received via the Services by Customer, its Affiliates or End Users.

    8. “Customer Personal Data” means personal data contained within the Customer Data.

    9. “Data Incident” means a breach of Cropin’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Cropin. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

    10. “Data Subject” shall have the meaning as defined under the GDPR

    11. “Domain” means the primary domain and any secondary domains managed together by Customer within a single instance of the Admin Console.

    12. “EEA” means the European Economic Area.

    13. “End User” means the end customer of the Customer and the Data Subject;

    14. “European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

    15. “GDPR” means 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.

    16. “Non-European Data Protection Legislation” means data protection or privacy legislation other than the European Data Protection Legislation.

      17. “European Data Protection Legislation and Non-European Data Protection Legislation shall collectively be referred to as “Data Protection Legislation”.”

    17. “Notification Email Address” means the email address(es) designated by Customer in the Admin Console or the Order Form to receive certain notifications from Cropin.

    18. “Security Measures” has the meaning given in Section 6.1 (a) (Cropin’s Security Measures).

    19. “Services” means the services described in the Agreement.

    20. “Subprocessors” means third parties authorized under this Data Processing Amendment to have logical access to and process Customer Data in order to provide parts of the Services and related technical support.

    21. “Term” means the period from the Amendment Effective Date until the end of Cropin’s provision of the Services under the applicable Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Cropin may continue providing the Services for transitional purposes.

      22. “The terms “personal data”, “processing”, “controller”, “processor” and “supervisory authority” as used in this Data Processing Amendment have the meanings given in the GDPR.”

  3. Scope of Data Protection Legislation.

    1. Application of European Legislation. The parties acknowledge and agree that the European Data Protection Legislation will apply to the processing of Customer Personal Data if:

      1. 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement prior to or on such date; or

      2. the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement, if such date is after 25 May 2018.

    2. Application of Non-European Legislation. The parties acknowledge and agree that Non-European Data Protection Legislation may also apply to the processing of Customer Personal Data.

    3. Application of Data Processing Amendment. Except to the extent this Data Processing Amendment states otherwise, the terms of this Data Processing Amendment will apply irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies to the processing of Customer Personal Data.

  4. Processing of Data.

    1. Roles and Regulatory Compliance; Authorization.

      1. Processor and Controller Responsibilities. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that:

        1. The subject matter and details of the processing are described in Appendix 1;

        2. Cropin is a processor of that Customer Personal Data under the European Data Protection Legislation;

        3. Customer is a controller or processor, as applicable, of that Customer Personal Data under the European Data Protection Legislation; and

        4. Each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data.

      2. Authorization by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to Cropin that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of Cropin as another processor, have been authorized by the relevant controller.

      3. Responsibilities under Non-European Legislation. If Non-European Data Protection Legislation applies to processing of Customer Personal Data, the parties acknowledge and agree that the Customer will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Personal Data and shall provide all relevant instructions for the processing of such Customer Personal Data to Cropin in order to ensure compliance with such Non-European Legislation.

      4. It is hereby clarified that Cropin shall process the Customer Personal Data in the manner and for the purposes as detailed under this Data Processing Amendment. The obligations of Cropin with respect to use and protection of Customer Data shall be limited to the obligations as specified under this Data Processing Amendment. The Customer shall be under the primary obligation to ensure that the obligations of Cropin under this Data Processing Amendment does not violate the European Data Protection Regulation or the Non-European Legislation.

    2. Scope of Processing.

      1. Customer’s Instructions. By entering into this Data Processing Amendment, Customer instructs Cropin to process Customer Personal Data only in accordance with the terms of this Data Processing Amendment:

        1. to provide the Services and related technical support;

        2. as further specified via Customer’s use of the Services (including the Admin Console and other functionality of the Services) and related technical support;

        3. as documented in the form of the applicable Agreement, including this Data Processing Amendment; and

        4. as further documented in any other written instructions given by Customer and acknowledged by Cropin as constituting instructions for purposes of this

        5. Data Processing Amendment.

      2. Cropin’s Compliance with Instructions. As from the Amendment Effective Date, Cropin will comply with the instructions described in Section 4.2 (a) (Customer’s Instructions) (including with regard to data transfers).

    3. Additional Products. If Cropin, at its option, makes any Additional Products available to Customer in accordance with the Additional Product Terms (if applicable), and if Customer opts to install or use those Additional Products, the Services may allow those Additional Products to access Customer Personal Data as required for the interoperation of the Additional Products with the Services. This terms of this Data Processing Amendment shall be applicable for all Customer Data collected and processed by Cropin for provision of Services or Additional Products

  5. Data Deletion.

    1. Deletion During Term. Cropin will enable Customer to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data during the applicable Term and the Customer Data cannot be recovered by Customer (such as from the “trash"), this use will constitute an instruction to Cropin to delete the relevant Customer Data from Cropin’s systems in accordance with applicable law. Cropin will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage of such data.

    2. Deletion on Term Expiry. Subject to Section 5.3 (Deferred Deletion Instruction), on expiry of the applicable Term, Customer instructs Cropin to delete all Customer Data (including existing copies) from Cropin’s systems in accordance with applicable law. Cropin will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage. Without prejudice to Section 9.1 (Access; Rectification; Restricted Processing; Portability), Customer acknowledges and agrees that Customer will be responsible for exporting, before the applicable Term expires, any Customer Data it wishes to retain afterwards.

    3. Deferred Deletion Instruction. To the extent any Customer Data covered by the deletion instruction described in Section 5.2 (Deletion on Term Expiry) is also processed, when the applicable Term under Section 5.2 expires, in relation to an Agreement with a continuing Term, such deletion instruction will only take effect with respect to such Customer Data when the continuing Term expires. For clarity, this Data Processing Amendment will continue to apply to such Customer Data until its deletion by Cropin.

  6. Data Security.

    1. Cropin’s Security Measures, Controls and Assistance.

      1. Cropin’s Security Measures. Cropin will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). As described in Appendix 2, the Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of Cropin’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. Cropin may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.

      2. Security Compliance by Cropin Staff. Cropin will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Sub-processors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

      3. Additional Security Controls. In addition to the Security Measures, Cropin will make the Additional Security Controls available to: (i) allow Customer to take steps to secure Customer Data; and (ii) provide Customer with information about securing, accessing and using Customer Data.

      4. Cropin’s Security Assistance. Customer agrees that Cropin will (taking into account the nature of the processing of Customer Personal Data and the information available to Cropin) assist Customer in ensuring compliance with any of Customer’s obligations in respect of security of personal data and personal data breaches, including if applicable Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:

        1. implementing and maintaining the Security Measures in accordance with Section 6.1 (a) (Cropin’s Security Measures)

        2. making the Additional Security Controls available to Customer in accordance with Section 6.1 (c) (Additional Security Controls);

        3. complying with the terms of Section 6.2 (Data Incidents); and

        4. providing Customer with the security documentation in accordance with the information contained in the applicable Agreement including this Data Processing Amendment.

    2. Data Incidents.

      1. Incident Notification. If Cropin becomes aware of a Data Incident, Cropin will:

        1. notify Customer of the Data Incident promptly and without undue delay; and

        2. promptly take reasonable steps to minimize harm and secure Customer Data.

      2. Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps Cropin recommends Customer take to address the Data Incident.

      3. Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at Cropin’s discretion, by direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for ensuring that the Notification Email Address is current and valid.

      4. No Assessment of Customer Data by Cropin. Cropin will not assess the contents of Customer Data in order to identify information subject to any specific legal requirements. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Data Incident(s).

      5. No Acknowledgment of Fault by Cropin. Cropin’s notification of or response to a Data Incident under this Section 6.2 (Data Incidents) will not be construed as an acknowledgement by Cropin of any fault or liability with respect to the Data Incident.

    3. Customer’s Security Responsibilities and Assessment.

      1. Customer’s Security Responsibilities. Customer agrees that, without prejudice to Cropin’s obligations under Section 6.1 (Cropin’s Security Measures, Controls and Assistance) and Section 6.2 (Data Incidents):

        1. Customer is solely responsible for its use of the Services, including (aa) making appropriate use of the Services and the Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Customer Data; and (bb) (ii) securing the account authentication credentials, systems and devices Customer uses to access the Services.

        2. Cropin has no obligation to protect Customer Data that Customer elects to store or transfer outside of Cropin’s and its Sub-processors’ systems (for example, offline or on-premise storage), or to protect Customer Data by implementing or maintaining Additional Security Controls except to the extent Customer has opted to use them.

      2. Customer’s administrator (default user created on Cropin’s software) would be responsible for the Customer and will ensure that Customer has the consent of all required End Users for personal data for the End Users that has been captured in the system of Cropin. Also, the Customer shall have a mechanism by which End Users (the person whose personal data has been entered) can raise modification, deletion and withdrawal of consent requests to the Customer. The Customer would be responsible for updation and deletion in Cropin systems to which the Customer has been provided access to ensure Data Protection Legislation are not violated. In case of change to terms and conditions, administrator would be notified via e-mail. On receipt of the request from the End User on deletion, modification of End User data or withdrawal of consent by the End User for use of the personal data of the End User, the Customer shall promptly notify Cropin in writing of the same and Cropin shall, on receipt of such written notice from the Customer, carry out the relevant instructions of the Customer in this regard.

      3. Customer’s Security Assessment.

        1. Customer is solely responsible for reviewing the security documentation provided by Cropin and evaluating for itself whether the Services, the Security Measures, the Additional Security Controls and Cropin’s commitments under this Section 6 (Data Security) will meet Customer’s needs, including with respect to any security obligations of Customer under the Data Protection Legislation, as applicable.

        2. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Data as well as the risks to individuals) the Security Measures implemented and maintained by Cropin as set out in Section 6.1 (a) (Cropin’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Data.

  7. Impact Assessments and Consultations.

    Customer agrees that Cropin will (taking into account the nature of the processing and the information available to Cropin) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including if applicable Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by providing the Additional Security Controls in accordance with Section 6.1 (c) (Additional Security Controls)

  8. Data Subject Rights; Data Export.

    1. Customer’s Responsibility for Requests. During the applicable Term, if Cropin receives any request from a Data Subject in relation to Customer Personal Data, Cropin will advise the Data Subject to submit his/her request to Customer, and Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

    2. Cropin’s Data Subject Request Assistance. Customer agrees that (taking into account the nature of the processing of Customer Personal Data) Cropin will assist Customer in fulfilling any obligation to respond to requests by Data Subjects, including if applicable Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:

      1. providing the Additional Security Controls in accordance with Section 6.1 (c) (Additional Security Controls); and

      2. complying with the commitments set out in Section 8.1 (Access; Rectification; Restricted Processing; Portability) and Section 8.2 (a) (Customer’s Responsibility for Requests).

  9. Data Transfers.

    1. Data Storage and Processing Facilities. Customer agrees that Cropin may, subject to Section 9.2 (Transfers of Data Out of the EEA), store and process Customer Data in any country in which Cropin or any of its Sub-processors maintains facilities.

    2. Transfers of Data Out of the EEA.

    3. Cropin’s Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 9.1 (Data Storage and Processing Facilities) involves transfers of Customer Personal Data out of the EEA and the European Data Protection Legislation applies to the transfers of such data (“Transferred Personal Data”) the Customer shall take notify the Data Subject of such transfer of their personal information and obtain an explicit consent for transfer and processing of such personal data outside the territory of EEA:

  10. Subprocessors.

    1. Consent to Subprocessor Engagement. Customer specifically authorizes the engagement of Cropin’s Affiliates as Subprocessors. In addition, Customer generally authorizes the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”).

    2. Requirements for Subprocessor Engagement. When engaging any Subprocessor, Cropin will:

      1. ensure via a written contract that:

        1. the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the applicable Agreement (including this Data Processing Amendment); and

        2. if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR, as described in this Data Processing Amendment, are imposed on the Subprocessor; and

      2. remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

    3. Opportunity to Object to Subprocessor Changes.

      1. When any new Third Party Subprocessor is engaged during the applicable Term, Cropin will, at least 30 days before the new Third Party Subprocessor processes any Customer Data, inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) either by sending an email to the Notification Email Address or via the Admin Console.

      2. Customer may object to any new Third Party Subprocessor by terminating the applicable Agreement immediately upon written notice to Cropin, on condition that Customer provides such notice within 10 days of being informed of the engagement of the subprocessor as described in Section 10.3(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.

  11. Cloud Data Protection Team; Processing Records.

    1. Cropin’s Cloud Data Protection Team. Cloud Data Protection Team can be contacted by Customer’s Administrators at TechSupport@cropin.com

    2. Cropin’s Processing Records. Customer acknowledges that Cropin is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Cropin is acting and, where applicable, of such processor’s or controller's local representative and data protection officer; and (b) make such information available to the supervisory authorities. Accordingly, if the GDPR applies to the processing of Customer Personal Data, Customer will, where requested, provide such information to Cropin via the Admin Console or other means provided by Cropin, and will use the Admin Console or such other means to ensure that all information provided is kept accurate and up-to-date.

  12. Aggregate Data.

    Notwithstanding anything contained under this Agreement, this Data Processing Amendment shall not be applicable to aggregated data that does not contain any personally identifiable information.

  13. Liability.

    Liability Cap. The total liability of Cropin under this Data Processing Amendment shall be limited to the liability limit of Cropin as specified under the Agreement.

  14. Effect of Amendment.

    Effect of Amendment. To the extent of any conflict or inconsistency between the terms of this Data Processing Amendment and the remainder of the applicable Agreement, the terms of this Data Processing Amendment will govern. Subject to the amendments in this Data Processing Amendment, such Agreement remains in full force and effect. For clarity, if Customer has entered more than one Agreement, this Data Processing Amendment will amend each of the Agreements separately.

Appendix 1: Subject Matter and Details of the Data Processing
  1. Subject Matter

    Cropin’s provision of the Services and related technical support to Customer.

  2. Duration of the Processing

    The applicable Term plus the period from expiry of such Term until deletion of all Customer Data by Cropin in accordance with the Data Processing Amendment.

  3. Nature and Purpose of the Processing

    Cropin will process Customer Personal Data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Services for the purposes of providing the Services and related technical support to Customer in accordance with the Data Processing Amendment.

  4. Categories of Data

    Personal data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Services may include the following categories of data: user IDs, email, documents, presentations, images, calendar entries, tasks and other data.

  5. Data Subjects

    Personal data submitted, stored, sent or received via the Services may concern the following categories of data subjects: End Users including Customer’s employees and contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any other person who transmits data via the Services, including individuals collaborating and communicating with End Users.

Appendix 2: Security Measures

As from the Amendment Effective Date, Cropin will implement and maintain the Security Measures set out in this Appendix 2 to the Data Processing Amendment. Cropin may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.

  1. Access Control.

    1. Access Control and Privilege Management. Customer’s Administrators and End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services. Each application checks credentials in order to allow the display of data to an authorized End User or authorized Administrator.

    2. Internal Data Access Processes and Policies – Access Policy. Cropin’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. Cropin aims to design its systems to: (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording. Cropin employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Cropin requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Cropin’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include password expiry, restrictions on password reuse and sufficient password strength.

  2. Data Storage, Isolation & Authentication.

    1. Cropin stores data on Amazon Web Services (AWS) servers. Cropin logically isolates each Customer’s data, and logically separates each End User’s data from the data of other End Users, and data for an authenticated End User will not be displayed to another End User (unless the former End User or an Administrator allows the data to be shared). A central authentication system is used across all Services to increase uniform security of data.

    2. Customer may choose to make use of certain logging capability that Cropin may make available via APIs. Customer agrees that its use of the APIs is subject to the API Terms of Use. Cropin agrees that changes to the APIs will not result in the degradation of the overall security of the Services.

  3. Personnel Security.

    1. Cropin personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Cropin conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

    2. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Cropin’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (eg., certifications). Cropin’s personnel will not process Customer Data without authorization.

  4. Subprocessor Security.

    Before onboarding Subprocessors, Cropin conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Cropin has assessed the risks presented by the Subprocessor, then subject always to the requirements, is required to enter into appropriate security, confidentiality and privacy contract terms.