Data ProcessingAgreement
How we process personal data on your behalf, on the European Commission's standard clauses.
1About this agreement
This Data Processing Agreement (“DPA”) sets out how Zenchronity processes personal data on behalf of its customers when providing Zenchronity, the leave management platform, and Zenchronity Calendar, the appointment scheduling product (together, the “Service”). It forms part of our Terms and Conditions and applies for as long as we process personal data for the customer.
For that data, the customer is the controller and Zenchronity is the processor. “Zenchronity” means the legal entity named on the customer's invoice; “customer” means the organisation that orders or uses the Service. Data Zenchronity processes for its own purposes, such as account administration, billing and keeping the Service secure, is covered by our Privacy Policy instead.
The DPA consists of the additional terms in section 2, the standard contractual clauses between controllers and processors adopted by the European Commission in Implementing Decision (EU) 2021/915 (the “Clauses”) and Annexes I to IV. If the additional terms contradict the Clauses, the Clauses prevail.
The customer accepts this DPA by accepting the Terms and Conditions, and that acceptance stands in for the signatures in Annex I. A copy signed by both parties is available on request at privacy@zenchronity.com.
2Additional terms
2.1 The customer's instructions
The customer instructs Zenchronity to process personal data to provide, secure and support the Service, as set out in the Terms and Conditions, this DPA and the way the customer configures and uses the Service, including the integrations it connects and the creation of anonymised, aggregated statistics described in the Terms. Additional instructions must be in writing and are subject to agreement on any cost they involve.
2.2 The customer's responsibilities
The customer is responsible for the lawfulness of the personal data it puts into the Service and of its instructions, including having a legal basis for the processing and informing its employees and the people who book with it. The customer decides which leave types, comments and booking questions it uses, and must not use the Service to collect special categories of personal data unless it has a legal basis to do so and the data is necessary.
2.3 Integrations
Services the customer connects itself, such as Slack, Microsoft, Google, Zoom or its own webhooks, are chosen and contracted by the customer. They are not Zenchronity's sub-processors, and Zenchronity is not responsible for how they process data.
2.4 Sub-processors
The customer gives Zenchronity general authorisation to engage the sub-processors in Annex IV (Clause 7.7, Option 2). Zenchronity announces any addition or replacement at least 30 days in advance, by updating Annex IV and informing the customer's administrators. The customer may object on reasonable grounds relating to data protection within that period. If the objection cannot be resolved, the customer's sole remedy is to terminate the part of the Service concerned.
2.5 Security
Zenchronity implements the measures in Annex III. Security evolves, so Zenchronity may update these measures, provided that the overall level of protection is not reduced.
2.6 Personal data breaches
Zenchronity notifies the customer's administrators of a personal data breach affecting the customer's data without undue delay, and at the latest within 72 hours after becoming aware of it, with the information set out in Clause 9.2 as it becomes available. A notification is not an admission of fault or liability.
2.7 Requests and assistance
Zenchronity forwards to the customer any request it receives from an individual about the customer's data and does not answer it itself unless the customer asks. The customer's administrators can view, correct, export and delete data in the Service themselves. Zenchronity provides reasonable further assistance, including with data protection impact assessments; assistance that goes beyond what the Service offers may be charged at reasonable rates.
2.8 Audits
Zenchronity first answers audit requests with documentation and answers to security questionnaires. Inspections require at least 30 days' written notice, take place during business hours without disrupting the Service, and may be carried out at most once in any 12 months, unless there is a personal data breach or a request from a supervisory authority. They are at the customer's expense, including Zenchronity's reasonable costs, and auditors must be bound by confidentiality and may not be competitors of Zenchronity.
2.9 End of the agreement
Zenchronity deletes the customer's personal data within 30 days after the agreement ends, unless the customer asks for an export of its data within that period, in which case the data is deleted after the export. Copies in backups are deleted as the backups are overwritten. Data the law requires Zenchronity to keep is kept only for that purpose.
2.10 Liability, law and changes
Each party's liability under this DPA is subject to the limitations in the Terms and Conditions, to the extent the law allows. This DPA is governed by the law that governs the Terms. Zenchronity may update the additional terms and the Annexes; changes that reduce the protection of personal data take effect 30 days after the customer has been told about them. The Clauses themselves cannot be changed.
The following sections reproduce the Commission's standard contractual clauses word for word, with the options for Regulation (EU) 2016/679 (GDPR), Option 2 in Clause 7.7 with 30 days' notice, and without the optional Clause 5.
Section I
Clause 1 · Purpose and scope
The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) of 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 (General Data Protection Regulation).
The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29(3) and (4) of Regulation (EU) 2018/1725.
These Clauses apply to the processing of personal data as specified in Annex II.
Annexes I to IV are an integral part of the Clauses.
These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
Clause 2 · Invariability of the Clauses
The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.
Clause 3 · Interpretation
Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.
These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.
Clause 4 · Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Section II · Obligations of the Parties
Clause 6 · Description of processing(s)
The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.
Clause 7 · Obligations of the Parties
7.1. Instructions
The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.
7.2. Purpose limitation
The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.
7.3. Duration of the processing of personal data
Processing by the processor shall only take place for the duration specified in Annex II.
7.4. Security of processing
The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.
The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.5. Sensitive data
If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.
7.6. Documentation and compliance
The Parties shall be able to demonstrate compliance with these Clauses.
The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.
The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.
7.7. Use of sub-processors
The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
7.8. International transfers
Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.
Clause 8 · Assistance to the controller
The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
the obligations in Article 32 of Regulation (EU) 2016/679.
The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.
Clause 9 · Notification of personal data breach
In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.
9.1 Data breach concerning data processed by the controller
In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:
in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;
in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
the likely consequences of the personal data breach;
the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
in complying, pursuant to Article 34 of Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.
9.2 Data breach concerning data processed by the processor
In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:
a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
the details of a contact point where more information concerning the personal data breach can be obtained;
its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.
Section III · Final provisions
Clause 10 · Non-compliance with the Clauses and termination
Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.
Annex I · List of parties
Controller
The customer, as identified when ordering the Service or in its organisation settings. Contact: the customer's administrators in the Service.
Processor
Zenchronity, the legal entity named on the customer's invoice. Contact: privacy@zenchronity.com.
Signature and date
The customer's acceptance of the Terms and Conditions, and its date.
Annex II · Description of the processing
Categories of data subjects
- The customer's employees, contractors and other people it adds to the Service, including its managers and administrators.
- For Zenchronity Calendar: the host's users, and the people who book appointments with the host.
Categories of personal data
- Identity and work details, such as name, work email address, job title, department, team, manager, start date, country and time zone.
- Leave records, such as leave types, dates, status, balances, comments and approvals.
- Rest scores and burnout signals calculated from leave data.
- Messages to and from the Zen AI Assistant, where the customer uses it.
- Sign-in, security and usage records.
- For Zenchronity Calendar: the booking details the host asks for, such as name, email address, phone number and answers to questions.
Sensitive data
Some leave types, comments or booking questions may reveal information about health or family life. Whether such data is processed depends on how the customer configures and uses the Service. Safeguards: access limited by role, encryption, and the other measures in Annex III.
Nature of the processing
Hosting and storage, organisation and display, calculation of balances and rest scores, delivery of notifications, exchange of data with the integrations the customer connects, generation of reports and AI replies, and deletion.
Purpose of the processing
Providing, securing and supporting the Service for the customer under the Terms and Conditions.
Duration of the processing
For the term of the agreement, and until the data is deleted under section 2.9. Sub-processors process data for the same period, for the purposes described in Annex IV.
Annex III · Technical and organisational measures
Encryption and pseudonymisation
- All connections to the Service are encrypted in transit.
- Stored data is encrypted at rest, and names, email addresses and booking details are additionally encrypted with a key specific to each customer.
- Before a message reaches the AI model provider, names and email addresses are replaced with aliases.
Access control
- Single sign-on with Microsoft and Google, and two-factor authentication that the customer can make mandatory.
- Strong password rules, protection against repeated failed sign-ins and automatic session expiry.
- Role-based access, so users see only what their role and reporting line allow.
- API keys with limited scope and expiry, revocable at any time, and never stored in a readable form.
- Access by Zenchronity personnel only where needed, under confidentiality obligations.
Separation and infrastructure
- Each customer's data is kept separate from other customers' data.
- Hosting in ISO/IEC 27001 certified data centres in the European Union, which provide physical security.
- Protection against denial-of-service attacks, a network firewall and rate limiting.
Availability and resilience
- Regular backups, to restore data after an incident.
- Public status information on system availability and incidents.
Application security
- Protection against common web attacks, and validation of the data sent to the Service.
- Secure session handling.
Logging and accountability
- An audit log of sign-ins and changes, which administrators can review and export.
- A record of each customer's acceptance of the Terms and Conditions.
Minimisation, retention, portability and erasure
- The Service does not ask for salaries, dates of birth, identification numbers or home addresses.
- Old audit records and past appointments are deleted automatically.
- Administrators can export data and permanently delete users; the customer's data is deleted at the end of the agreement under section 2.9.
Assistance to the controller
- Breach notification under section 2.6, and forwarding of individuals' requests under section 2.7.
- Contact point: privacy@zenchronity.com.
Annex IV · List of sub-processors
The customer authorises the following sub-processors (section 2.4). Each is bound by a contract that imposes data protection obligations equivalent in substance to those in this DPA.
Hetzner Online GmbH
Address: Industriestr. 25, 91710 Gunzenhausen, Germany
Contact: its data protection officer, via Hetzner's privacy policy
Hosts the servers and databases on which the Service runs, and delivers the Service's emails. Processing takes place in the European Union, for the duration of the agreement.
Cloudflare, Inc.
Address: 101 Townsend St., San Francisco, CA 94107, USA
Contact: its data protection officer, via Cloudflare's privacy policy
Carries traffic to and from the Service and protects it against attacks, for the duration of the agreement. May process data outside the European Union, under the EU-US Data Privacy Framework and the Commission's standard contractual clauses.
OpenAI Ireland Ltd
Address: 1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1, D01 YC43, Ireland
Contact: privacy@openai.com
Generates the replies of the Zen AI Assistant from pseudonymised messages, when the customer has the assistant turned on. Does not use the data to train its models. May transfer data to its affiliates in the United States under the Commission's standard contractual clauses.