Xero Data Processing Addendum
Last updated on 14 October 2019
This addendum only applies if and to the extent Xero processes personal data on behalf of a Customer that qualifies as a controller with respect to that personal data under Applicable Data Protection Law (as defined below). If the Customer had entered into earlier data processing terms with Xero, those terms are replaced by this Addendum.
1. Data Protection
In this Addendum, the following terms have the following meanings:
a) controller, processor, data subject, personal data, processing (and process) and special categories of personal data have the meanings given in Applicable Data Protection Law
b) Applicable Data Protection Law means the EU General Data Protection Regulation (Regulation 2016/679) (the GDPR) and any applicable national laws made under the GDPR
1.2 Relationship of the parties
The Customer (the controller) appoints Xero as a processor to process the personal data described in Annex B (the Data) only on the controller’s documented instructions (and as per the terms set out in this Addendum) for the purposes described in the Agreement or as otherwise agreed in writing by the parties (the Permitted Purpose). Each party must comply with the obligations that apply to it under Applicable Data Protection Law.
1.3 Prohibited data
Unless explicitly requested by Xero to do so, the Customer will not disclose (and will not permit any data subject to disclose) any special categories of personal data to Xero for processing.
1.4 International transfers
Xero will not transfer the Data outside of the European Economic Area (EEA) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data (eg, New Zealand), to a recipient in the United States that has certified its compliance with the EU-US Privacy Shield, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
1.5 Confidentiality of processing
Xero will ensure that any person it authorises to process the Data (an Authorised Person) will protect the Data in accordance with Xero’s confidentiality obligations under the Agreement.
Xero will implement technical and organisational measures, as set out in Annex A, which may be amended and updated from time to time, to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a Security Incident).
The Customer consents to Xero engaging third-party subprocessors to process the Data for the Permitted Purpose provided that:
(i) Xero maintains an up-to-date list of its subprocessors, which is available on its website at the Xero subprocessors page, which it will update with details of any change in subprocessors at least 30 days prior to the change;
(ii) Xero imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and
(iii) Xero remains liable for any breach of this Addendum that is caused by an act, error or omission of its subprocessor. The Customer may object to Xero’s appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, Xero will either not appoint or replace the subprocessor or, if Xero determines at its sole discretion that this is not reasonably possible, the Customer may suspend or terminate the Agreement without penalty (without prejudice to any fees incurred by the Customer up to and including the date of suspension or termination).
1.8 Cooperation and data subjects' rights
Xero will provide reasonable and timely assistance to the Customer (at the Customer’s expense) to enable the Customer to respond to:
(i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law; and
(ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. If any such request, correspondence, enquiry or complaint is made directly to Xero, Xero will promptly inform the Customer, providing full details.
1.9 Data Protection Impact Assessment
If Xero believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it will inform the Customer and provide reasonable cooperation to the Customer in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
1.10 Security incidents
If it becomes aware of a confirmed Security Incident, Xero will inform the Customer without undue delay and will provide reasonable information and cooperation to the Customer so that they can fulfil any data breach reporting obligations they may have under (and in accordance with the timescales required by) Applicable Data Protection Law. Xero will further take reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and keep the Customer informed of all material developments in connection with the Security Incident.
1.11 Deletion or return of Data
Xero will retain the Data for a period of 7 years after a subscription is terminated in case the Customer later needs access to it. On expiry of this period or on the Customer’s earlier request, Xero will delete or return the Data in a manner and form decided by Xero, acting reasonably. This requirement will not apply to the extent that Xero is required by applicable law to retain some or all of the Data, or to Data it has archived on back-up systems, which Data Xero shall securely isolate and protect from any further processing.
The Customer acknowledges that Xero is regularly audited against SOC 2 standards by an independent third-party auditor. Upon the Customer’s request, and subject to the confidentiality obligations set out in the Agreement, Xero will make available to the Customer (provided that they or their independent, third-party auditor are not a competitor of Xero) a copy of Xero’s SOC 2 report in the same manner and form that Xero makes it generally available to customers.