Data Processing Agreement
Effective Date: Fri,28 Oct 2022
Last Updated on: Fri, 29 Jan 2025
This Data Processing Agreement (the “DPA”) constitutes a legally binding agreement between the Customer (“You”, “Your”) and GTM Buddy, Inc. (“GTM Buddy”). This DPA supplements the online terms of use available at https://gtmbuddy.ai/terms-of-use or any other terms between You and GTM Buddy (collectively, the “Terms'') and is applicable where GTM Buddy is the Processor of Your Personal Data.
1. Definitions
Terms capitalized but not specifically defined herein shall have the meaning ascribed thereto in the Terms.
In this DPA, the following terms shall have the following meanings:
1.1. “Data Protection Laws” means any law applicable to the processing, privacy, and use of Personal Data, that applies to GTM Buddy’s processing of Personal Data, (a) any laws or regulations implementing EU Directive 2002/58/EC (ePrivacy Directive); and (b) the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), (c) the UK GDPR and the Data Protection Act 2018 or (d) any other privacy laws applicable to GTM Buddy’s processing of Personal Data, provided You reasonably notifies GTM Buddy in advance, in writing, of such laws; in each case, as in force and applicable, and as amended, supplemented or replaced from time to time.
1.2. “Personal Data” shall mean any information relating to an identified or identifiable natural person.
1.3. “Restricted Transfer” means a transfer of Personal Data to countries not recognized by the Data Protection Laws as providing adequate protection of Personal Data.
1.4. “Standard Contractual Clauses” or “SCCs” means (i) where the GDPR applies, the standard contractual clauses as approved by the European Commission (Implementing Decision (EU) 2021/914 of 04 June 2021) Implementing Decision (EU) 2021/914 of 04 June 2021) and available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX: 32021D0914 (“EU SCCs”); (ii) where the UK GDPR applies, the International Data Transfer Addendum to the EU SCCs, issued by the Information Commissioner’s Office of the United Kingdom and available at https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/international-transfers/international-data-transfer-agreement-and-guidance/ (“UK SCCs”); and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the “Swiss SCCs”) (in each case, as updated, amended or superseded from time to time).
1.5. “Sensitive Personal Information” means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person’s sex life or sexual orientation. It also includes information about an individual’s criminal offences or convictions, as well as any other information deemed sensitive under applicable Data Protection Laws.
1.6. “Controller” means the natural or legal person, public authority, agency, or other body, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
1.7. “Data Subject” shall mean an identifiable natural person.
1.8. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
1.9. “Processor” means a natural or a legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.
2. Scope and Responsibilities
2.1. This DPA applies to Processing of Personal Data.
2.2. GTM Buddy shall process Personal Data only on Your behalf and at all times only in accordance with this DPA and as Your Processor.
2.3. Within the scope of the Agreement, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.
3. Term and Termination
3.1. This DPA becomes effective as of the Effective Date and shall continue to be in full force and effect as long as GTM Buddy is processing Personal Data pursuant to the Terms and shall terminate automatically thereafter.
3.2. Where amendments are required to ensure compliance of this DPA with Data Protection Laws, the Parties shall make reasonable efforts to agree on such amendments upon the Your request. Where the Parties are unable to agree upon such amendments, either party may terminate the Terms in accordance with the termination procedure contained therein.
4. Processing Instructions
4.1. GTM Buddy will Process Personal Data in accordance with the Your instructions. This DPA contains Your initial instructions to GTM Buddy. The Parties agree that You may communicate any change in its initial instructions to GTM Buddy by way of amendment to this DPA, which shall be signed by the Parties.
4.2. For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this DPA (e.g., because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the contract change procedure under the respective agreement.
4.3. GTM Buddy shall, without undue delay, inform You in writing if, in its opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing.
5. GTM Buddy Personnel
GTM Buddy will restrict its personnel from Processing Personal Data without authorization. GTM Buddy will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.
6. Disclosure to Third Parties; Data Subjects Rights
6.1. GTM Buddy will not disclose Personal Data to any government agency, court, or law enforcement except with Your written consent or as necessary to comply with applicable laws. If GTM Buddy is obliged to disclose Personal Data to a law enforcement agency, then GTM Buddy agrees to give You reasonable notice of the access request prior to granting such access, to allow You to seek a protective order or other appropriate remedy. If such notice is legally prohibited, then GTM Buddy will take reasonable measures to protect the Personal Data from undue disclosure as if it were GTM Buddy’s own confidential information being requested and shall inform You promptly as soon as possible if and when such legal prohibition ceases to apply.
6.2. In case You receive any request or communication from Data Subjects which relates to the Processing of Personal Data (“Request”), GTM Buddy shall reasonably provide You with full cooperation, information and assistance (“Assistance”) in relation to any such Request where instructed by You.
6.3. Where GTM Buddy receives a Request, it shall (i) not directly respond to such Request, (ii) forward the Request to You within five (5) business days of identifying the Request as being related to You and (iii) provide Assistance according to further instructions from You.
7. Technical and Organizational Measures
GTM Buddy shall implement and maintain appropriate technical and organizational security measures to ensure that Personal Data is Processed according to this DPA, to provide assistance and to protect Personal Data against a Personal Data Breach (“TOMs”) as specified in Schedule C hereto.
8. Assistance with Data Protection Impact Assessment
8.1. Where a Data Protection Impact Assessment (“DPIA”) is required under applicable Data Protection Laws for the Processing of Personal Data, GTM Buddy shall provide, upon request, to You any information and assistance reasonably required for the DPIA including assistance for any communication with data protection authorities, where required, unless the requested information or assistance is not pertaining to GTM Buddy’s obligations under this DPA.
8.2. You shall pay GTM Buddy reasonable charges for providing the assistance in clause 8, to the extent that such assistance cannot be reasonably accommodated within the normal provision of the services.
9. Information Rights and Audit
9.1. GTM Buddy shall, in accordance with Data Protection Laws, make available to You on request in a timely manner such information as is necessary to demonstrate compliance by GTM Buddy with its obligations under the Data Protection Laws.
9.2. Upon Your written request at reasonable intervals, GTM Buddy shall make available to You relevant information regarding GTM Buddy’s Processing of Personal Data in the form of its most recent third-party audits and certifications, which may include audit reports such as SOC 2, to ensure compliance with GTM Buddy’s obligations set out in this DPA. You agree that such third-party audits and certifications are sufficient to demonstrate GTM Buddy’s compliance with the obligations set out in this DPA.
9.3. GTM Buddy undertakes to reasonably cooperate with You in Your dealings with national data protection authorities and with any audit requests received from national data protection authorities.
10. Personal Data Breach Notification
In respect of any Personal Data Breach (actual or reasonably suspected), GTM Buddy shall:
10.1. notify You of a Personal Data Breach involving GTM Buddy or a sub-processor without undue delay and in any case within seventy-two (72) hours of notice by GTM Buddy; and
10.2. provide reasonable information, cooperation and assistance to You in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.
11. Use of sub-processors
11.1. You grant to GTM Buddy a general authorization to appoint and use Sub-processors to process the Personal Data where necessary for the provision of the Services. A list of Sub-processors currently appointed by GTM Buddy is set forth in Schedule B.
11.2. If mandated under Applicable Data Protection Laws, GTM Buddy shall notify You, in writing, of any intended changes concerning the addition or replacement of any Sub-processors. You must object to such changes on reasonable and substantive grounds within fourteen (14) days of being notified, otherwise the Sub-processor shall be deemed accepted and approved.
11.3. Where You have authorized the appointment of Sub-processors in accordance with clause 1 or 2 above, GTM Buddy shall if required under Applicable Data Protection Laws, put in place a contract in writing with its Sub-processors that imposes obligations that are materially equivalent to the obligations imposed on GTM Buddy under this DPA.
11.4. Where the sub-processor fails to fulfil its data protection obligations under the subcontracting agreement, GTM Buddy shall remain fully liable to You for the fulfilment of GTM Buddy’s obligations under this DPA and for the performance of the sub-processor’s obligations.
12. International Data Transfers
The Parties agree that when the transfer of Personal Data to GTM Buddy is a Restricted Transfer and applicable Data Protection Laws require that appropriate safeguards are put in place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA as set forth in Annexure 1.
13. Deletion or Return of Personal Data
Upon termination of Your Account, GTM Buddy may delete all Personal Data in accordance with the procedure set forth in the Agreement. This requirement shall not apply to the extent that GTM Buddy is required by applicable law to retain some or all of the Personal Data, in which event GTM Buddy shall isolate and protect the Personal Data from any further processing.
14. Miscellaneous
14.1. In case of any conflict, the provisions of this DPA shall take precedence over the Terms or provisions of any other agreement with GTM Buddy. In case of any conflict between this DPA and the SCCs, the SCCs shall take precedence over the provisions of the rest of the DPA.
14.2. No Party shall receive any remuneration for performing its obligations under this DPA except as explicitly set out herein or in another agreement.
14.3. Where this DPA requires a “written notice” such notice can also be communicated per email to the other party.
14.4. Any supplementary agreements or amendments to this DPA must be made in writing and signed by both Parties.
14.5. Should individual provisions of this DPA become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this DPA.
Annexure I
Standard Contractual Clauses -
1. In relation to transfers of Personal Data originating from the EEA and subject to the EU GDPR, the SCCs shall apply, completed as follows:
a. Module 2 (Controller to Processor) shall apply where You are a Controller and GTM Buddy is a Processor. Module 3 (Processor to Processor) shall apply where You are a Processor and GTM Buddy is a sub-processor;
b. in Clause 7, the optional docking clause will apply;
c. in Clause 9(a), Option 2 shall apply;
d. in Clause 11, the optional language will not apply;
e. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
f. in Clause 18(b), disputes shall be resolved before the courts of Ireland;
g. Annex I of the EU SCCs shall be deemed completed with the information set out in Schedule A to this DPA; and
h. Annex II of the EU SCCs shall be deemed completed with the information set out in Schedule C to this DPA;
2. In relation to transfers of Personal Data originating from the Switzerland and subject to the Swiss DPA, the EU SCCs as implemented under sub-paragraph (a) above will apply with the following modifications:
a. references to Regulation (EU) 2016/679; shall be interpreted as references to the Swiss DPA;
b. references to specific Articles of Regulation (EU) 2016/679; shall be replaced with the equivalent article or section of the Swiss DPA;
c. references to “EU”, “Union”, “Member State”, and “Member State law” shall be replaced with references to “Switzerland” or “Swiss law”;
d. the term “member state” shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e. Switzerland);
e. Clause 13(a) and Part C of Annex I are not used and the “competent supervisory” is the Swiss Federal Data Protection Information Commissioner;
f. references to the “competent supervisory authority” and “competent courts” shall be replaced with references to the “Swiss Federal Data Protection In- formation Commissioner” and “applicable courts of Switzerland”;
g. in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland and
h. with respect to transfers to which the Swiss DPA applies, Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.
3. Where the UK GDPR applies, the UK SCCs shall apply to transfers of Personal Data originating in the UK to any other country not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for Personal Data.
Part 1: Tables
For data transfers from the United Kingdom that are subject to the UK SCCs, the UK SCCs will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
a. In Table 1 of the UK SCCs, the Parties’ details and key contact information shall be as set forth in Schedule A.
b. In Table 2 of the UK SCCs, information about the version of the Approved EU SCCs, modules and selected clauses which this UK SCC is appended to shall be as set forth in Clauses 11.1 and 12.1(a)(i), (ii), (iii), (iv) of this DPA.
c. In Table 3 of the UK SCCs:
i. Schedule A: List of Parties
ii. Schedule B: Description of Transfer
iii. Schedule C: Technical and organizational measures including technical and organizational measures to ensure the security of the data
d. In Table 4 of the UK SCCs, both the data importer and the data exporter may end the UK SCCs in accordance with the terms of the UK SCCs.
Part 2: Mandatory Clauses
Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.
For the purposes of descriptions in the SCCs and the UK SCCs, You agree that You are the “data exporter” and GTM Buddy is the “data importer”.
The Parties agree that if the Standard Contractual Clauses are replaced, amended or no longer recognized as valid under Data Protection Laws, or if a Supervisory Authority and/or Data Protection Legislation requires the adoption of an alternative transfer solution, the data exporter and data importer will: (i) promptly take such steps requested including putting an alternative transfer mechanism in place to ensure the processing continues to comply with Data Protection Laws; or (ii) cease the transfer of Personal Data and at the data exporter’s option, delete or return the Personal Data to the data exporter.
Schedule A
LIST OF PARTIES UNDER THE SCCS
Data exporter(s):
The data exporter is the entity that has subscribed to the Terms and their contact details are as provided by them while subscribing to the Terms.
Signature & Date:
By entering into the Terms, the data exporter is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the DPA.
Role: Controller/Processor
Data importer(s):
Name: GTM Buddy Inc.
Address: 118 Eagleson Street, Durham NC 27703
Contact person’s name, position and contact details:
Name: Sundar Velliachamy
Position: Co-founder and Head of Product and Customer Success
Email: privacy@gtmbuddy.ai
Activities relevant to the data transferred under these Clauses: As specified in Schedule B
Signature & Date:
By entering into the Terms, Data Importer is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the DPA.
Role (Controller/Processor): Processor/sub-processor of the data exporter
Schedule B
DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: data exporter’s customers, data exporter’s users, admins or other individuals whose Personal Data is, transmitted or, made available to the data importer by the data exporter in the course of data exporter’s use of Services.
Categories of personal data transferred
The transferred Personal Data concerns the following categories of data:
The data exporter determines the categories of Personal Data which could be transferred per the Service(s) as stated in the Terms. Such categories may include the following categories of data: name, phone numbers, e-mail address, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any application-specific data transferred by authorized personnel.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
No sensitive data transferred. The data exporter shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Information to the data importer for processing.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis)
Personal Data is transferred on a continuous basis during the term of Your account.
Nature of the processing
Collection, recording, organization, storage, retrieval, use, disclosure by transmission or otherwise making available, alignment or combination, restriction (whether or not by automated means).
Purpose(s) of the data transfer and further processing
Personal Data is transferred in the course of access and use by the data exporter of the Services so that the data importer may provide, support, maintain and improve the Services.
The data importer may further transfer Personal Data to third-party service providers that host and maintain the data importer’s applications, backup, storage, and other services as specified in the section on sub-processors below. These third-party service providers may have access to or Process Personal Data for the purpose of providing these services to the data importer.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Upon termination of the data exporter’s account, the data importer will delete all Personal Data in accordance with clause 13 of the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
The list of sub-processors appointed by the Data Importer is.
Schedule C
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
TRANSFERS
Explanatory Note:
Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
- Encryption: Securing data in transit (e.g., HTTPS, TLS) and at rest (e.g., AES-256).
- Access Controls: Role-based access, multi-factor authentication (MFA), and activity logging.
- Network Security: Firewalls, intrusion detection systems (IDS), anti-malware tools, and regular vulnerability scans.
- Secure Software: Secure coding practices, patching, and updates.
- Data Minimization: Limiting data collection and using pseudonymization or anonymization.
- Backups: Regular data backups and disaster recovery plans.
- Policies: Documented data protection policies and breach response plans.
- Training: Regular employee training on data security and phishing awareness.
- Physical Security: Secured premises and restricted access to servers.
- Vendor Oversight: Assessing third-party security and signing Data Processing Agreements (DPAs).
- Risk Assessments: Regularly evaluating threats and adjusting controls.
- Certifications & Audits: ISO 27001, SOC 2, and GDPR compliance certifications.
For transfers to (sub-) processors, also describe the specific technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.
Further information on technical and organizational measures to ensure the security of Personal Data are mentioned in GTM Buddy’s security policy which You may request access to by writing to GTM Buddy at security@gtmbuddy.ai.