Published: September 20, 2022
This Data Processing Agreement Addendum (“DPA”) supplements the Backblaze Terms of Service, as updated from time to time between Customer and Backblaze, or other agreement between Customer and Backblaze governing Customer’s use of the Service (the “Agreement”) when the United Kingdom General Data Protection Regulation (“UK GDPR”) applies to certain customers. In case of a conflict between the terms of this DPA and the Backblaze Terms of Service, this DPA will take precedence.
This DPA is intended to be binding on Backblaze and on each of its customers that provide information protected by the UK GDPR to Backblaze (“Customers”). It governs the processing by Backblaze of personal data, as defined by the UK GDPR, contained in files that Customers store with Backblaze (“Files”).
As the UK GDPR evolves and best practices are refined, Backblaze reserves the right to update this DPA at any time. If there is something we view as a material change, we will provide our Customers reasonable prior notice of the change via email and will offer our Customers the right to terminate the services before the change takes effect.
In conjunction with the provision of Services, the Customer provides information regarding the Customer, which may include information of its employees, to Backblaze in order to receive Services (the “Account Information”). Customer hereby consents to the Account Information being transferred to, shared by and processed by Backblaze, its affiliates and its subprocessors. In the event that the Customer is not the data subject associated with the Account Information, Customer shall obtain express consent from all data subjects to effectuate the consent given herein. Customer acknowledges and accepts the risks associated with sharing and processing of the Account Information as stated herein. Customer understands that the countries or locations where the information will be transferred may not provide an adequate level of data protection based on United Kingdom or other nations’ standards, and the supervisory authority, data processing principles and data subject rights may not be similarly provided in such countries or locations. Customer also consents to Backblaze and its affiliated entities sending it and individuals who are identified in the Account Information marketing communications, understanding that Customer or such individuals can opt out of such communications at any time.
Backblaze offers two services to its Customers: a computer backup service, with which a Customer can backup files to Backblaze servers automatically, and a cloud storage service, with which the customer can upload files to Backblaze servers (together the “Services”). To the extent that these files are uploaded by or on behalf of a Customer who is an organization and they contain personal data as defined in the UK GDPR, Backblaze processes this data as a processor, as defined under the UK GDPR, and Customer is the controller, as defined under the UK GDPR. To the extent that these files are uploaded by or on behalf of a Customer who is an individual in conjunction with Backblaze’s provision of services and they contain personal data as defined in the UK GDPR, Backblaze and Customer act as joint controllers, as defined under the UK GDPR.
The types of personal data and categories of data subjects processed in the context of Backblaze’s Services depend on the content of files uploaded to servers by or on behalf of its Customers.
Backblaze will only process the Files to perform the Services for the Customer on the documented instructions from the Customer and to comply with laws to which Backblaze is subject. Where Backblaze processes Files to comply with a legal requirement, it shall inform the Customer which uploaded the data thereof before processing, unless that law prohibits Backblaze from disclosing such information on important grounds of public interest.
Backblaze processes Files for the duration it provides the Services to the Customer. When the Customer cancels its Backblaze subscription and deletes its Backblaze account, Backblaze will delete the Files stored in accordance with the Backblaze Terms of Service and will cease to be a processor or joint controller of the Files.
The Customer (the “data exporter”) hereby acknowledges that by Backblaze (the “data importer”) providing Services to Customer, personal data provided by Customer to Backblaze in Customer’s Files provided to Backblaze as part of the Services will be transferred outside of the UK and the Customer agrees to do the following:
Without limitation of the foregoing provisions, having agreed to the Terms of Service with Backblaze and this DPA, Customer (the data exporter) and Backblaze (the data importer) are deemed to have also agreed to the Standard Contractual Clauses attached hereto and incorporated herein, including their Annexes, as of the Effective Date of the DPA.
Backblaze ensures that persons authorized to process the Files have committed themselves to confidentiality.
Backblaze with regard to Files shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The security measures taken by Backblaze are addressed in more detail on Annex II of the Standard Contractual Clauses attached hereto as Appendix A.
Backblaze has the Customer’s general authorization for the engagement of sub-processors, and Customer has obtained express consent from the data subject for Backblaze to engage subprocessors. The list of subprocessors the data importer intends to engage can be found here. The data importer shall inform the data exporter in writing of any addition or replacement of subprocessors within a reasonable period of time in advance of such addition or replacement, thereby giving the Customer the opportunity to object to such changes prior to the engagement of the concerned subprocessor(s). Customer and Backblaze shall keep the subprocessor list up to date. When Backblaze engages a processor, it shall impose data protection obligations which are no less onerous than those set out in this DPA on that other processor by way of a contract or other legal act, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of GDPR. Where that other processor fails to fulfill its data protection obligations, Backblaze remains fully liable to the Customer for the performance of that other processor's obligations, but only to the extent that Backblaze can be held liable under its Terms of Service.
At the request of a Customer, Backblaze shall assist it by appropriate technical and organizational measures, taking into account the nature of the processing and insofar as this is possible, for the fulfillment of the Customer’s obligation to respond to requests for exercising the data subject's rights under the UK GDPR.
Backblaze shall assist the Customer in ensuring compliance with the obligations regarding personal data breaches under the UK GDPR, taking into account the nature of processing and the information available to Backblaze. In the unlikely event of a personal data breach, as defined in the UK GDPR, Backblaze will without undue delay send its affected customers a notification email and provide at its discretion, updates through other communications channels. This notification will describe the nature of the personal data breach, including where possible, the categories and approximate number of data subjects concerned, the categories and approximate number of personal data records concerned, the contact point where more information can be obtained, the likely consequences of the personal data breach, and the measures taken or proposed to be taken by Backblaze to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. A “personal data breach” does not include a Backblaze account being accessed via valid credentials unless those credentials were exposed through some action or fault of Backblaze or one of its subprocessors.
Backblaze shall, at the choice of the Customer, delete or return all the Files to the Customer after the end of the provision of the Services subject to any fee applicable at that time, and delete existing copies within the period set out under “Duration,” unless applicable law requires storage of such data. Subject to any fee applicable at the time, Customers may request copies (i.e., return) of their Files within their Backblaze account prior to canceling their Services.
Backblaze shall at the request of a Customer make available to it all information reasonably necessary to demonstrate compliance with the obligations under this DPA, including a copy of the most recent report on such compliance performed at the request of Backblaze by an external auditor, if available, and only if the Customer agrees to keep such information confidential under a non-disclosure agreement provided by Backblaze. Backblaze shall immediately inform the Customer if, in its opinion, an instruction infringes the UK GDPR data protection provisions applicable to the Customer and/or Backblaze.
For further information on our compliance with the UK GDPR, please visit our knowledge base at help.backblaze.com or contact us at privacy@backblaze.com.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
Name of the data exporting organisation: As noted in the applicable Backblaze account holder information
Address: As noted in the applicable Backblaze account holder information
Tel.:………………………………………… ; fax:……………………………. ; e-mail:……………………………..
Other information needed to identify the organisation:
……………………………………………………………
(the data exporter)
And
Name of the data importing organisation: Backblaze, Inc.
Address: 201 Baldwin Ave, San Mateo, CA 94401
Tel.: 650-352-3738; fax:……………… ; e-mail: privacy@backblaze.com
Other information needed to identify the organisation:
…………………………………………………………………
(the data importer)
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘Commissioner’ shall have the same meaning as in the UK GDPR;
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system covered by UK adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 of the Data Protection Act 2018;
(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the UK;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the Commissioner) and does not violate the applicable data protection law;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not covered by adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 Data Protection Act 2018;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the Commissioner if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
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1 Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the Commissioner with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the Commissioner;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the Commissioner;
(b) to refer the dispute to the UK courts.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
1. The data exporter agrees to deposit a copy of this contract with the Commissioner if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the Commissioner has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the country of the United Kingdom in which the data exporter is established, namely
………………………………………………………….
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from (i) making changes permitted by Paragraph 7(3) & (4) of Schedule 21 Data Protection Act 2018; or (ii) adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses2. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
____________________________
2 This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the laws of the country of the UK in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the Commissioner.
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the Commissioner, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The data exporter is (please specify briefly your activities relevant to the transfer):
The data exporter is using the personal data which is being transferred for the following purposes or activities:
The data importer is (please specify briefly activities relevant to the transfer):
Providing Data back up and storage as initiated by the Customer.
The data importer’s activities for the data exporter, which are relevant to the transfer are:
Providing Data back up and storage as initiated by the Customer.
The personal data transferred concern the following categories of data subjects (please specify):
The data subjects may include Customer’s customers, employees, vendors, and end users.
The personal data transferred concern the following categories of data (please specify):
Categories of personal data include any personal data uploaded by Customer.
The personal data transferred concern the following special categories of data (please specify):
Personal data which is on, which reveals, or which concerns:
☐ racial or ethnic origin
☐ political opinions
☐ religious or philosophical beliefs
☐ trade union membership
☐ genetic data
☐ biometric data (if used to identify a natural person)
☐ health
☐ sex life or sexual orientation
☐ criminal convictions and offences
☐ none of the above
NOTE: The data processed is determined by customer. Special categories of data will be processed if uploaded by Customer. Only the categories of data uploaded by customer will be processed.
The personal data transferred will be subject to the following basic processing activities (please specify):
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
The following is the description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):
Systems and Services Security: To ensure the ongoing confidentiality, integrity, availability, and resilience of Backblaze systems and services Backblaze has implemented and will maintain security controls including the secure disposal of data storage devices, maintaining an asset inventory, limiting access to source code libraries, segregating production and corporate environments, and protecting hosts by using firewalls and antivirus software.
Business Continuity and Disaster Recovery: To ensure the ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident Backblaze reviews and updates (as needed) our business continuity plan on an annual basis and upon significant organizational and environmental change.
Risk Management: To ensure the security of the processing Backblaze regularly tests, assesses, and evaluates the effectiveness of technical and organisational measures by engaging independent third party penetration testing services, performs vulnerability scans, and remediates findings promptly.
Access Control: Backblaze manages risks associated with user identification and authorization by maintaining a formal access control policy, centrally managing user accounts, reviewing user access, and promptly revoking access when necessary.
Encryption: Backblaze protects personal data during transmission and storage by encrypting files stored using the Personal/Business Backup service as well as offering customer managed encryption for files stored using the B2 Cloud Storage service.
Physical Security: To ensure the physical security of locations at which personal data is processed Backblaze uses access control systems with logging, CCTV cameras, and environmental safeguards.
Event Logging: To ensure that events are logged, Backblaze has implemented an automated log collection and analysis tool.
System Configuration: To ensure system configurations are protected, Backblaze restricts software installation.
Security Governance & Management: Backblaze’s security governance and management includes a formal set of information security and privacy policies, communicating policies to workforce members, and regular policy reviews.
Data Quality: Backblaze utilizes checksum and background integrity checks.
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