These Terms were last updated on 5 January 2024
This Data Processing Addendum (“DPA”) forms part of and is subject to the Online Subscription Agreement (the “Agreement”), between the Customer (as defined in the Order Details) and Captionhub Ltd, a limited company incorporated in England and Wales with company number 09866655 and registered address 86-90 Paul Street, London, England, EC2A 4NE ("CaptionHub").
Capitalised terms not otherwise defined in this DPA shall have the meaning given to them in the Agreement.
1. Definitions and interpretation
1.1 In this DPA:
1.1.1 “Data Protection Laws" means as applicable and binding on the parties and/or Service: (i) the Data Protection Act 2018; (ii) the UK GDPR; (iii) and the Privacy and Electronic Communications Regulations 2003; and (iv) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
1.1.2 “List of Sub-processors" the latest version of the list of Sub-Processors used by CaptionHub, as updated from time to time, available at this link; and
1.1.3 “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “supervisory authority” shall each have the meaning given to them by the Data Protection Laws.
2. Parties’ roles and the nature of processing
2.1 The parties agree that, in respect of the personal data processed for the purposes of the Agreement, the Customer shall be the controller and CaptionHub shall be the processor.
2.2 Each party shall comply with the Data Protection Laws in connection with its respective rights and obligations under the Agreement.
2.3 The subject-matter, nature and purpose of the processing of personal data to be carried out by CaptionHub under the Agreement shall be: the provision of the CaptionHub platform, including the processing of video information, platform activity information, assistance information, platform performance information and linguist performance information. The duration of the processing shall be until (a) the Customer deletes a project via the Service; or (b) the personal data is otherwise deleted or returned in accordance with paragraph 9 of this DPA. CaptionHub shall process the following categories of personal data: name and email address of users, IP addresses, user application activity, user subscription preferences and account information, in each case about the following categories of data subjects: Account Holders, Delegated Users and Superusers.
3. Customer commitments
3.1 The Customer warrants, represents and undertakes, that:
3.1.1 all data sourced by or on behalf of the Customer for use in connection with the Service shall comply in all respects, including in terms of its collection, storage and processing (which shall include the Customer providing all of the required fair processing information to, and obtaining all necessary consents from, data subjects), with Data Protection Laws; and
3.1.2 all instructions given by it to CaptionHub in respect of personal data shall at all times be in accordance with Data Protection Laws.
4. CaptionHub commitments
4.1 Insofar as CaptionHub processes personal data on behalf of the Customer as part of the Service provided pursuant to the Agreement, CaptionHub shall:
4.1.1 unless required to do otherwise by applicable law, process the personal data only on and in accordance with the Customer’s documented instructions as set out in this DPA;
4.1.2 if applicable law requires it to process personal data other than in accordance with the Customer’s processing instructions, notify the Customer of any such requirement before processing the personal data (unless applicable law prohibits such notification); and
4.1.3 without undue delay, inform the Customer if CaptionHub believes that a processing instruction provided by the Customer infringes Data Protection Laws.
4.1.4 implement and maintain, technical and organisational measures taking into account the nature of the processing, to: assist the Customer insofar as is possible in the fulfilment of the Customer’s obligations to respond to data subject requests relating to personal data; and keep personal data secure.
5. Sub-processors and personnel
5.1 The Customer authorises the appointment of each of the sub-processors identified on the List of Sub-Processors at the date of the Agreement.
5.2 CaptionHub may at its absolute discretion make, and notify the Customer of, updated versions of the List of Sub-Processors from time to time by notifying the Customer of such update by e-mail, in-Service notifications or by any other reasonable means which CaptionHub elects (Update Notification).
5.3 The updated List of Sub-Processors shall replace the preceding version of the List of Sub-Processors from the date thirty (30) days after the Update Notification (or at such later date as CaptionHub may specify).
5.4 In the event that the Customer reasonably believes that any update to the List of Sub-Processors materially and negatively impacts it in any manner it may on not less than ten (10) Working Days’ prior written notice elect to terminate the Agreement provided it exercises such right prior to the updated List of Sub-Processors taking effect pursuant to paragraph 5.3 and notifies CaptionHub at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Charges.
5.5 CaptionHub shall:
5.5.1 prior to the relevant sub-processor carrying out any processing activities in respect of the personal data processed on behalf of the Customer pursuant to the Agreement, appoint each sub-processor under a written contract containing materially the same obligations as under this DPA; and
5.5.2 remain fully liable for all the acts and omissions of each sub-processor as if they were its own.
5.6 CaptionHub shall ensure that all natural persons authorised by it to process personal data are subject to a binding written contractual obligation to keep the personal data confidential (except where disclosure is required in accordance with applicable law, in which case CaptionHub shall, where practicable and not prohibited by applicable law, notify the Customer of any such requirement before such disclosure).
6. Assistance
6.1 CaptionHub shall provide such reasonable assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and the information available to CaptionHub) in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
6.1.1 security of processing;
6.1.2 data protection impact assessments (as such term is defined in Data Protection Laws);
6.1.3 prior consultation with a supervisory authority regarding high risk processing; and
6.1.4 notifications to the supervisory authority and/or communications to data subjects by the Customer in response to any personal data breach,
in each case, provided the Customer shall pay CaptionHub’s charges for providing the assistance in this paragraph 6.1, such charges to be calculated on a time and materials basis at CaptionHub’s rates applicable at the time.
6.2 In respect of any personal data breach relating to the Agreement, CaptionHub shall, without undue delay:
6.2.1 notify the Customer of the personal data breach; and
6.2.2 provide the Customer with reasonable details of the personal data breach.
7. International transfers
The Customer agrees that CaptionHub may transfer personal data to countries outside the United Kingdom and European Economic Area, provided that all such transfers by CaptionHub of personal data shall be in accordance with Data Protection Laws.
8. Audits and provision of information
8.1 CaptionHub shall, in accordance with Data Protection Laws, make available to the Customer such available information as is reasonably necessary to demonstrate CaptionHub’s compliance with its obligations under this DPA, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose, subject to the Customer:
8.1.1 giving CaptionHub reasonable prior notice of such information request, audit and/or inspection being required by the Customer;
8.1.2 ensuring that all information obtained or generated by the Customer or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to the supervisory authority or as otherwise required by applicable law);
8.1.3 ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to CaptionHub’s business and the business of other customers of CaptionHub; and
8.1.4 paying CaptionHub’s reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.
9. Return or deletion of personal data
Unless CaptionHub is otherwise required to store personal data to comply with applicable laws, CaptionHub shall delete all personal data within a reasonable time at the end of the provision of the relevant Service related to the processing. Save that, if prior to the end of the provision of the relevant Service the Customer submits a written request for CaptionHub to return the personal data to the Customer, within a reasonable time at the end of the provision of the relevant Service CaptionHub shall return the relevant personal data to the Customer in CaptionHub’s standard data return format, and shall delete all existing copies.
10. Customer indemnity
10.1 The Customer shall indemnify and keep indemnified CaptionHub in respect of all costs, claims, losses, liabilities, fines or penalties suffered or incurred by, awarded against or agreed to be paid by, CaptionHub arising from or in connection with any:
10.1.1 non-compliance by the Customer with the Data Protection Laws;
10.1.2 processing carried out by CaptionHub or any sub-processor pursuant to any processing instruction provided by the Customer that infringes any Data Protection Law; or
10.1.3 breach by the Customer of any of its obligations under this DPA.
11. Survival
The provisions of this DPA shall survive expiry or termination of the Agreement and shall remain in force for so long as CaptionHub processes personal data on behalf of the Customer in connection with the Service provided pursuant to the Agreement.