Data Processing Agreement 2022.04.12

Previous version available here

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Effective as of 12th of April 2022

1. Preamble

1.1 This Data Processing Agreement represents an addendum and an integral part of the services agreement. Under the Data Protection Laws, Synthesia Limited, a company registered under the laws of England and Wales (Synthesia) has a position of a ‘Processor’ and Synthesia’s customers have a position of a ‘Controller’ regarding the personal data collected using Synthesia services (Services). 

2. Definitions

2.1 The following definitions explain some of the terminology and abbreviations used throughout this Data Processing Agreement:

‘DPA’ refers to this Data Processing Agreement.

‘Agreement’ refers to the main agreement concluded between the parties which incorporates this DPA by a way of reference.

‘Data Protection Laws’ refers to 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, ‘GDPR’) and to the applicable UK national data protection law.

‘Processor’ refers to Synthesia Limited, a company registered under the laws of England and Wales.

‘Controller’ refers to the customers of the Synthesia Services.

‘Processing’ refers to any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

‘Data’ refers to information provided by Controller to the Processor, or collected by the Processor on behalf of the Controller, relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

‘Data Subject’ refers to an identified or identifiable natural person to whom Data relates.

‘Data Breach’ refers to a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data transmitted, stored or otherwise processed.

‘Data Protection Laws’ refers to all applicable laws and regulations regarding the Processing of Data, including, where applicable, the European Union’s General Data Protection Regulation (2016/679) and the United Kingdom Data Protection Act of 2018, each as may be amended from time to time.

3. Processing

3.1 Processor undertakes to process all Data in accordance with Data Protection Laws and other applicable laws, statutes, and regulations. Nature and the purpose of processing, the types of Data processed, and the categories of Data Subjects whose Data is processed are set out in Appendix 1 to this DPA.

3.2 Unless otherwise explicitly stated in this DPA, the Processor may process the Data for the purposes of providing and improving the Services set out in the Agreement, and only in accordance with the Controller’s documented instructions. Instructions referred to herein are incorporated in the Agreement, this DPA, or may be contained within other, written document concluded or exchanged between the Controller and the Processor. If the Processor in its opinion believes that an instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller.

3.3 During the term of this DPA Controller shall remain the owner of the Data transferred to the Processor as well as the Data collected by the Processor on behalf of the Controller. Nothing in this DPA shall be understood to transfer the ownership of the Data to the Processor or any other third-party. 

3.4 Controller warrants that the Data is obtained in accordance with the applicable laws, statutes and regulations and that Processing which Controller requests does not violate any applicable law, statute, or regulation. 

3.5 Data that the Processor shall process includes such Data which is requested by the Controller on a case-by-case basis, and which is necessary to perform the services described in the Agreement. Processor shall not process special categories of Data as defined in article 9. of the GDPR.

3.6 Data may be processed for the duration of the Agreement unless otherwise instructed by the Controller. 

4. Personnel

4.1 The Processor shall ensure that all employees, contractors, and other persons operating under the authority of the Processor are bound by a strict confidentiality agreement prior to providing them with access to the Data.

4.2 The Processor shall take steps to ensure that any person acting under the authority of the Processor who has access to the Data does not process them except on instructions from the Controller.

5. Security

5.1 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 Data Subjects, the Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

  • the pseudonymization and encryption of the Data;
  • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  • the ability to restore the availability and access to the Data in a timely manner in the event of a physical or technical incident;
  • a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

5.2 In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Data transmitted, stored or otherwise processed.

5.3 The list of technical and organizational security measures is provided in the Appendix 3 of this DPA.

6. Sub-Processor

6.1 The Controller agrees that Processor may engage sub-processors listed in Appendix 2 to this DPA. The Processor shall inform the Controller of any intended changes concerning the addition or replacement of other processors, thereby giving the Controller the opportunity to object to such changes. The Controller may object to such changes in writing within fifteen (15) days from receipt of the notice on changes.

6.2 Where the Processor engages another processor for carrying out specific processing activities on behalf of the Controller, the same Data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act, providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the applicable laws, statutes, and regulations. Where that other processor fails to fulfil its Data protection obligations, the Processor shall remain fully liable to the Controller for the performance of that other processor’s obligations.

7. Data Subject rights

7.1 Taking into account the nature of the processing, the Processor shall assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller’s obligations, as reasonably understood by the Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

7.2 The Processor shall:

  • promptly notify the Controller if Processor or Sub-Processor receive a request from a Data Subject under Data Protection Laws or other applicable law, statute, or regulation in respect of the Data; and
  • ensure that the Processor or Sub-Processor do not respond to that request except on the documented instructions of the Controller or as required by applicable laws to which the Processor or Sub-Processor is subject, in which case the Processor shall to the extent permitted by applicable laws inform the Controller of that legal requirement before the Processor or Sub-Processor respond to the request.

8. Data Breach

8.1 The Processor shall notify the Controller without undue delay after becoming aware of a Data Breach affecting the Data, providing the Controller with sufficient information to allow the Controller to meet any obligations to report or inform authorized authorities and Data Subjects where necessary of the Data Breach.   

8.2 The Processor shall co-operate with the Controller and take such reasonable commercial steps as are directed by the Controller to assist in the investigation, mitigation, and remediation of each such Data Breach.

9. Data Protection Impact Assessment and Prior Consultation

9.1 The Processor shall provide reasonable assistance to the Controller with any Data protection impact assessments, and prior consultations with competent data privacy authorities, which the Controller reasonably considers to be required under the Data Protection Laws or equivalent provisions of any other applicable law, in each case solely in relation to processing of the Data by and considering the nature of the processing and information available to, the Processor.

10. Deletion or return of the Data 

10.1 Subject to sections 10.2 and 10.3 the Processor and each Sub-Processor if any shall promptly and in any event within thirty (30) days of the date of cessation of any Services involving the processing of the Data (the "Cessation Date"), delete and procure the deletion of all copies of those Data.

10.2 Subject to section 10.3, the Controller may in its absolute discretion by written notice to the Processor within seven (7) days prior to the Cessation Date require Processor and each Sub-Processor if any to return a complete copy of all Data to the Controller by secure file transfer in such format as is reasonably notified by the Controller to the Processor; and 

10.3 The Processor may retain the Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that the Processor ensures the confidentiality of all such Data and ensures that such Data is only processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose. 

10.4 The Processor shall provide written certification to the Controller that the Processor fully complied with this section 10 upon written request of the Controller issued after the expiry of the deadline from section 10.1.

11. Audit rights

11.1 Subject to provisions of this article 11 the Processor shall make available to the Controller on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Controller or an auditor mandated by the Controller in relation to the processing of the Data. All costs of the audit shall be borne by the Controller and must be scheduled at least one month in advance. The Controller may commence audit only if they have provided a bond or security deposit that will serve to compensate any loss or damages that may be caused by the audit such as ceasing of providing the services or employee work hours spent on the audit. The amount of bond or security deposit shall be agreed beforehand with the Processor but in no event shall be less than 10,000€ EUR (ten thousand euros) considering the proportion between the data processed on behalf of the Controller and the number of customers the Processor has.

11.2 Information and audit rights of the Controller only arise under section 11.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of the Data Protection Laws.

12. Final provisions

12.1 Any matter that is not regulated by this DPA shall be governed by the Agreement or other subsequent contract concluded or exchanged between the parties to this DPA. 

12.2 If any part of this DPA is found to be invalid, illegal, or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the DPA.

12.3 Any failure to exercise or enforce any right or the provision of this DPA shall not constitute a waiver of such right or provision.

12.4 The section titles in the DPA are for convenience only and have no legal or contractual effect.

Appendix 1 – Description of processing

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The purpose of the Processor’s processing of Data on behalf of the Controller is:

  • Processor’s provision of Services to the Controller and improvement of Services delivered to the Controller.

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The Processor’s processing of Data on behalf of the Controller shall mainly pertain to (the nature of the processing):

  • Collection of Data on behalf of the Controller through the Service from the Controller’s personnel or other data subjects. 
  • Development of the content requested by the Controller using the Data provided for that purpose. 
  • Improving the content made available to the Controller by including the Data in the AI training dataset which may result in the improvement of the Processor’s AI technology. Processor will bundle the Data together with other available data to create a larger dataset for AI training. Any Data in the dataset will be deleted after the termination of this DPA or earlier if instructed by the Controller. 

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The processing includes the following types of personal data about data subjects:

  • Data may include but is not limited to the following categories of personal data:
    first and last name; images, videos, voice recordings; employer; business role; professional title; department; business contact information (e.g., email, phone, physical address); business network; business experience; business interests, localization data, connection data, other communication data; and other Data Processed during the use of the Services. Controller confirms that the text scripts do not contain personal data. 

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Processing includes the following categories of data subject:

  • Controller’s customers and other business contacts; employees and contractors; subcontractors and agents; consultants, prospects and event sponsors and attendees. 

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The Processor’s processing of Data on behalf of the Controller may be performed when this Data Processing Agreement commences. Processing has the following duration:

  • Processing shall not be time-limited and shall be performed until this DPA is terminated or cancelled by one of the parties.

Appendix 2 – List of approved sub-processors

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Name

Address

Description of processing

Amazon Web Services, Inc.

410 Terry Avenue North Seattle, WA 98109 United States

Web hosting provider, data storage and compute for video processing services.

Google LLC

1600 Amphitheatre Parkway, Mountain View, CA 94043

Company communication and web usage analysis services

Slack Technologies, Inc. 

4th Floor, One Park Place,

Hatch Street Upper,

Dublin 2, Ireland

Company communication and content moderation management

Stripe Payments Europe, Ltd

One Spencer Dock, North Wall Quay, Dublin 1

Payment provider

ProfitWell

200 OK LLC, 109 Kingston Street (Fourth Floor), Boston, MA 02111

User tracking and analytics reporting services

Mailchimp

675 Ponce de Leon Ave NE, Suite 5000

Atlanta, GA 30308 USA

User notification services

HubSpot, Inc.

25 First Street, 2nd Floor Cambridge, MA 02141 USA

Customer relationship management

Kaleido AI GmbH

Ungargasse 37/BT1/3.3

1030 Wien, Austria

Preparation of custom AI Avatars

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Appendix 3 – Technical and organizational measures of the Processor

The Processor has implemented and maintains the following technical and organizational measures to protect the security, confidentiality and integrity of the Personal Data:

Security Operations

  • A comprehensive, written information security programme is implemented
  • An Information Security Officer is appointed to lead the security programme
  • Information security incorporates risk assessment for the protection of personal data
  • Risk assessment, prioritisation and risk treatment is performed at least annually
  • At least annually, an external security assessment is performed for the Services

Human Resource Security

  • Pre-employment screening is performed for all employees
  • Non-disclosure agreements are part of all employee contracts
  • Information security and security awareness training is mandatory for all
  • All employees must review and approve the Acceptable Use Policy
  • Violations of security policies leads to loss of access and disciplinary action

Data Center Security

  • Infrastructure is managed via ISO27001 certified AWS data centres
  • All data is stored in Europe (Ireland)
  • The Services are hosted in multiple availability zones for redundancy
  • Access to the infrastructure is restricted to authorized personnel only
  • All access is logged and audited, and logs are retained for up to 2 years

Physical Access Control

  • Entrances and exits of buildings are permanently closed
  • There is a reception area for access control
  • All offices require a key or keycard, with use by authorised key holders only
  • All visitors are accompanied by employees

System Access Control

  • System and data access is based on the principle of least privilege
  • Access is managed using role-based access control (RBAC)
  • Only approved system administrators can provision or deprovision access
  • All internal access is managed using a password manager and two-factor authentication

Device and Network Security

  • All devices are monitored and hardened, with disk encryption, firewall and antivirus 
  • The production system is segregated into private subnets protected by virtual firewalls
  • Only authorized engineers can review, test, and approve network configuration changes
  • Only authorized system administrators can access to the production system, with access restricted by IP and port, and all communication encrypted over SSH
  • All servers in the production system are patched to minimise security vulnerabilities

Secure Development

  • All code is tracked in revision control and all changes are reviewed before release
  • Each change passes through 2 environments before release to the production system
  • The production environment is segregated from all non-production environments
  • There is no data shared across production and testing environments
  • Data is segregated between users through restricted access permissions
  • Risk assessment is part of the development process and all engineers are trained on the OWASP Top 10 web application security risks

Application Level Security 

  • A strong password policy is in place for user login
  • Production passwords are hashed in storage
  • All personally identifiable data in the production system is pseudonymized by default
  • All data is encrypted at rest with at least 256 bit encryption AES (or equivalent)
  • All communication is encrypted in transit using TLS 1.2 by default over https
  • An external penetration test is performed on every major architectural change and at least annually, with critical or high-risk vulnerabilities remediated within 30 days

Protection from Data Loss and Corruption

  • There is a documented Business Continuity Plan and Incident Response Plan
  • The Recovery Time Objective (RTO) is set as 24 hours for full system recovery
  • The Recovery Point Objective (RPO) is set as full point of time recovery
  • The production system is backed to point-in-time for up to 7 days and snapshots are retained for up to 1 month
  • Backups and system recovery is tested at least annually
  • In the event of a data breach that affects a customer, both customer and regulatory authorities are notified within 24 hours.

Third party management

  • A register of all processing activities and use of third-party processors is maintained
  • All third-party processors are assessed to ensure security requirements are met
  • Supplier security and service delivery performance are reviewed at least annually
  • DPA is in place with all third-party providers according to article 28 of the GDPR

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