Data processing addendum

  1. APPLICATION OF THIS ADDENDUM

    1. If our Processing (as defined below) of Personal Data (as defined below) is governed by the GDPR (as defined below) or the UK GDPR (as defined below), or other applicable data protection law that requires a written agreement on substantially the terms of this addendum to apply to that Processing, this Data Processing Addendum, including its Annex, (Addendum) forms part of the Terms and sets out the parties’ agreement in relation to the processing of Personal Data (as defined below) in accordance with Applicable Data Protection Laws (as defined below).

    2. We are located in New Zealand, which the European Commission has determined provides adequate protection for the purposes of Article 45 of the GDPR and which has also been deemed to provide adequate protection for the purposes Article 45 of the UK GDPR.  

    3. As part of the Services, we may also transmit Personal Data to third countries which are:

      1. the subject of an adequacy determination by the European Commission, the UK Government and/or the competent authority with power to make adequacy decisions with respect to the relevant Personal Data, as applicable. In this case, we will ensure the sub-processor to whom we transmit Personal Data meets any condition or requirement set out in that determination; and/or

      2. not the subject of an adequacy determination described above. In which case, we will take all steps necessary to ensure that the transmission of Personal Data to the relevant third country complies with Applicable Data Protection Laws (as defined below). 

    4. In the case of inconsistency between this Addendum and the Terms, this Addendum prevails to the extent of that inconsistency. Otherwise, all terms and conditions set out in the Terms apply to this Addendum.

  2. INTERPRETATION

    1. Unless the context requires otherwise:

      1. capitalised terms used, but not defined, in this Addendum will have the meanings given to them in Applicable Data Protection Laws (or, if not defined in Applicable Data Protection Laws, the Terms); 

      2. the rules of interpretation set out in the Terms apply to this Addendum; and

      3. references to clauses are references to the clauses in this Addendum.

    2. In this Addendum: 

Applicable Data Protection Laws means any applicable data protection or privacy laws of any country that require a written agreement on the terms set out in this Addendum to govern our Processing of Personal Data, including, if applicable, EU/UK Data Protection Laws 

Data Controller means a data controller as defined in the EU/UK Data Protection Laws; and the equivalent under the Applicable Data Protection Laws

Data Processor means a data processor as defined in the EU/UK Data Protection Laws; and the equivalent under the Applicable Data Protection Laws

Data Subject has the meaning given in EU/UK Data Protection Laws and includes any other identified or identifiable natural person to whom any information relates 

EU/UK Data Protection Laws means all laws and regulations, including laws and regulations of the European Union, its member states and the United Kingdom, that apply to the Processing of Personal Data under the Terms, including (where applicable) the GDPR and the UK GDPR

GDPR means the European Union General Data Protection Regulation 2016/679

Instruction means the instructions set out in clause 3.4 or agreed under clause 3.5 

Personal Data means all Data which is personal data, personally identifiable information or personal information under Applicable Data Protection Laws (as applicable under those laws)

Processing means any operation or set of operations which is performed upon Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.  Process has a consistent meaning 

Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on your behalf in connection with the Terms

UK GDPR means the GDPR as retained in the laws of the United Kingdom and as supplemented by the terms in the United Kingdom Data Protection Act 2018

  1. PROCESSING OF PERSONAL DATA

    1. With respect to the Processing of Personal Data under the Terms:

      1. for the purposes of EU/UK Data Protection Laws and any other Applicable Data Protection Law, where you determine the purpose and means of Processing (the “why” and “how”), as between you and us, you act as the Data Controller and we act as the Data Processor; and

      2. where the NZ Privacy Act governs that Processing, we are acting as your agent for the purposes of the NZ Privacy Act; and

      3. subject to clause 6, we may engage the Sub-Processors listed on the Website (see [the Sub-Processors page on] our Website).

    2. We will comply with all Applicable Data Protection Laws that apply to our Processing of Personal Data on your behalf, including, if applicable, all EU/UK Data Protection Laws that apply to Data Processors.  

    3. You must, when using the Services, comply with all Applicable Data Protection Laws that apply to your Processing of Personal Data, including, if applicable, all EU/UK Data Protection Laws that apply to Data Controllers.  

    4. You instruct us to Process Personal Data and in particular, subject to clause 6, transfer Personal Data to any country or territory:

      1. as reasonably necessary to provide the Services, and to exercise rights and perform obligations, in accordance with the Terms;

      2. as initiated through the use of the Services by you and your permitted users; and

      3. to comply with any further instructions from you or your permitted users (including by email or through our support channels) that is consistent with the Terms and this Addendum.

    5. This Addendum and the remainder of the Terms are your complete and final instructions for the Processing of Personal Data as at the time this Addendum takes effect.  Any additional or alternate instructions must be agreed between us and you separately in writing.

    6. We will not Process Personal Data other than on your Instructions unless required by any law to which we are subject, in which case we will to the extent permitted by applicable law inform you of that legal requirement before we Process that Personal Data.

    7. As required by Article 28(3) of the GDPR and the UK GDPR, if applicable, and equivalent requirements of other Applicable Data Protection Laws, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Addendum are set out in the Annex.  We may amend the Annex from time to time on written notice to you as we reasonably consider necessary to meet the requirements of Applicable Data Protection Laws.  

    8. The duration of Processing is limited to the duration set out in the Terms.  Our obligations in relation to Processing will continue until the Personal Data has been properly deleted or returned to you in accordance with clause 11 of this Addendum. 

    9. You are solely responsible for ensuring that your Instructions comply with Applicable Data Protection Laws.  It is also your responsibility to enter into data processing agreements with other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal Data in accordance with this Addendum. 

    10. If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we will notify you.  

  2. DATA SUBJECT REQUESTS

    1. To the extent permitted by law, we will notify you promptly if we receive a request from a Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws relating to any Personal Data (Data Subject Request).  

    2. Taking into account the nature of the Processing, we will assist you by implementing appropriate technical and organisational measures, to the extent possible, to fulfil your obligation to respond to a Data Subject Request under Applicable Data Protection Laws.  

    3. To the extent you do not have the ability to address a Data Subject Request, we will, on your written request, provide reasonable assistance in accordance with Applicable Data Protection Laws to facilitate that Data Subject Request.  You will reimburse us for the costs arising from this assistance.  

    4. We will not respond to a Data Subject Request except on your written request or if required by applicable law. 

  3. OUR PERSONNEL 

    1. We will:

      1. take reasonable steps to ensure the reliability of any of our personnel engaged in the Processing of Personal Data;

      2. ensure that access to Personal Data is limited to our personnel who require that access as strictly necessary for the purposes of exercising our rights and performing our obligations under the Terms; 

      3. ensure that our personnel engaged in Processing Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and

      4. ensure that our personnel engaged in Processing Personal Data are informed of the confidential nature of the Personal Data and receive appropriate training on their responsibilities.

    2. We can be contacted about Processing of Personal Data at: 

Email: hello@squarekicker.com

Address: 2/10 Tokomaru Place, Nelson, New Zealand.

  1. SUB-PROCESSORS 

    1. You acknowledge and agree that we may engage third party Sub-Processors in connection with the provision of the Services.

    2. We have entered into (and will, for any new Sub-Processor, enter into) written agreements with each Sub-Processor containing data protection obligations which offer at least the same level of protection for Personal Data as set out in this Addendum and that meet the requirements of Article 28(3) of the GDPR, Article 28(3) of the UK GDPR and/or equivalent requirements of other Applicable Data Protection Laws, as applicable to the nature of the services provided by that Sub-Processor.

    3. You may request copies of our written agreements with Sub-Processors (which may be redacted to remove confidential information not relevant to this Addendum). 

    4. A list of current Sub-Processors for the Services is set out on our Website (Sub-Processors Page).  We may update the list of Sub-Processors on the Website from time to time and, subject to clause 6.5, we will give at least 30 days’ notice of any new Sub-Processor (Change Notice).  We may give a Change Notice by updating the Sub-Processors Page.

    5. We may engage Sub-Processors as needed to serve as an Emergency Replacement to maintain and support the Services.  Emergency Replacement means a sudden replacement of a Sub-Processor where a change is outside our reasonable control.  In this case, we will inform you of the replacement Sub-Processor as soon as reasonably practicable by updating the Sub-Processors Page. 

    6. You may object to any new Sub-Processor on reasonable grounds by notifying us within 10 days of us making a Change Notice .  Your notice of objection to any new Sub-Processor must explain the reasonable grounds for your objection.  The parties must discuss your concerns about the new Sub-Processor in good faith with a view to resolve the objection to the use of the new Sub-Processor in a commercially reasonable manner.  If it is not possible to resolve the objection, and we do not revoke the Change Notice before the date the Change Notice takes effect, you may, despite anything to the contrary in the Terms, terminate the applicable Service under the Terms that cannot be provided to you without that new Sub-Processor.  If you do not terminate your use of the relevant Service under the Terms in accordance with this clause, you are deemed to have agreed to the new Sub-Processor.

    7. We are liable for the acts and omissions of our Sub-Processors to the same extent we would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum, except as otherwise set out in this Addendum. 

  2. SECURITY 

We will maintain technical and organisational measures to protect the confidentiality, integrity and security of Personal Data (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), and to manage data security incidents affecting Personal Data (as updated from time to time by us).

  1. SECURITY BREACH MANAGEMENT

    1. We will comply with all Applicable Data Protection Laws requiring notification to you of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data stored, transmitted or otherwise Processed by us or our Sub-Processors of which we become aware (Breach Incident).  

    2. We will make reasonable efforts to identify the cause of that Breach Incident, notify you within a timely manner to allow you to meet your obligations to report a Breach Incident, cooperate with you in good faith and provide any assistance reasonably necessary for you to comply with your obligations under Applicable Data Protection Laws with respect to a Breach Incident, including any obligations you have under Applicable Data Protection Laws to report, notify or investigate a Breach Incident, and take steps we consider necessary and reasonable to remediate the cause of the Breach Incident, to the extent remediation is within our reasonable control.

  2. AUDIT AND COMPLIANCE

    1. Upon your written request, we will, at your cost, submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Applicable Data Protection Laws (including our respective obligations under Article 28 of the GDPR and the UK GDPR). 

    2. You will:

      1. give reasonable notice of an audit or inspection and must not conduct more than one audit or inspection in any calendar year; 

      2. ensure audits or inspections are conducted during our business hours; and

      3. comply with our reasonable security and confidentiality obligations in respect of the audit or inspection (and will procure any auditor to do the same).

  3. DATA PROTECTION IMPACT ASSESSMENT

Upon your written request, we will, at your cost, provide you with reasonable assistance needed to fulfil your obligations under Applicable Data Protection Laws to carry out a data protection impact assessment and/or to consult with your data protection supervisory authority, in each case relating to your use of the Services, to the extent you do not otherwise have access to the relevant information. 

  1. RETURN AND DELETION OF PERSONAL DATA 

    1. Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal Data within a reasonable period from termination of the Terms.  

    2. Subject to clause 11.3, you may submit a written request to us within 10 working days of the termination of the Terms requiring us, within 20 working days of your written request, to:

      1. return a complete copy of all Personal Data by secure file transfer in a common format; and

      2. delete all other copies of Personal Data Processed by us or any Sub-Processor.  

    3. We, or each Sub-Processor, may retain Personal Data to the extent that it is required by applicable laws, provided that we ensure the confidentiality of all such Personal Data and ensure that such Data is only processed as necessary for the purposes required under applicable laws requiring its Processing and for no other purpose. 

    4. If we cannot delete all Personal Data due to technical reasons, we will inform you as soon as reasonably practicable and will take reasonably necessary steps to:

      1. come as close as possible to a complete and permanent deletion of the Personal Data;

      2. fully and effectively anonymise the remaining data; and

      3. make the remaining Personal Data which is not deleted or effectively anonymised unavailable for future Processing. 

  2. CHANGES IN DATA PROTECTION LAWS

    1. We may on at least 30 days' written notice to you from time to time, make any variations to this Addendum, which we consider (acting reasonably) are required as a result of any change in, or decision of a competent authority under, Applicable Data Protection Laws, to allow transfers and Processing of Personal Data to continue without breach of Applicable Data Protection Laws.

    2. If you object to any variation under clause 12.1 on reasonable grounds, you may, despite anything to the contrary in the Terms, terminate the Terms and your right to access and use the Services without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice.  If you do not terminate the Terms and your right to access and use the Services in accordance with this clause, you are deemed to have agreed to the variation.  

  3. LIMITATION OF LIABILITY 

The liability of each party to the other party under or in connection with this Addendum is subject to the limitations and exclusions set out in the Terms, and any reference in the Terms to the liability of a party means the aggregate liability of that party under the Terms and this Addendum together. 

  1. GENERAL

If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity.  If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this Addendum. 

ANNEX

DETAILS OF PROCESSING 

Nature and Purpose of Processing 

We will Process Personal Data as necessary to provide the Services in accordance with the Terms, as further specified in our online documentation relating to the Services, and as further instructed by you and your permitted users through the use of the Services. 

Duration of Processing 

Subject to the terms describing our retention of Personal Data post-termination in clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing. The frequency of the Processing is determined by your requirements and use cases with respect to the Services.

As set out in clause 6 of this Addendum, Sub-Processors will Process Customer Data as necessary to perform the Services.  That Processing will be for the same duration as set out above, unless otherwise agreed upon in writing between you and us.

Categories of Data Subjects 

You may submit Personal Data to the Services, the nature and extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects: 

  • You and your permitted users (account holders and collaborators);

  • Individuals whose Personal Data appears in the content of your Squarespace website that you choose to provide to the Services (for example staff, clients, customers or testimonial authors named or pictured on your site);

  • Individuals whose Personal Data you include in prompts, instructions, support requests or other Inputs;

  • Any other individual whose Personal Data is included in your Inputs, AI Outputs and other Customer Data as part of you or your permitted users’ use of Compose and other Services.

Type of Data 

You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to, the following categories of personal data: 

Customer Data provided or generated by you or your permitted users in the course of using Compose and the other Services, including:

  • Account and contact details (name, email address, Squarespace site and subscription identifiers);

  • Website content you provide to the Services, which may include names, contact details, images and other information about individuals appearing on your site;

  • Prompts, conversation history, generated code and other Inputs and AI Outputs;

  • Billing and transaction information (processed by our payment provider; we do not store full card details);

  • Referral and affiliate information;

  • Support correspondence;

  • Technical and usage data, such as IP addresses, browser and device information, cookie identifiers and product usage events.

No sensitive data or special categories of Personal Data, including genetic, biometric and health data (for the purpose of uniquely identifying a natural person), Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, or data concerning a person’s sex life or sexual orientation is intended to be submitted to the Services, and no such data may be submitted to the Services unless the additional compliance obligations set out in the Terms are satisfied.No sensitive data or special categories of Personal Data, including genetic, biometric and health data (for the purpose of uniquely identifying a natural person), Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, or data concerning a person’s sex life or sexual orientation is intended to be submitted to the Services, and no such data may be submitted to the Services unless the additional compliance obligations set out in the Terms are satisfied.