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Updated Data Protection Addendum
Effective Date for existing Merchants or immediately for Merchants who sign up after 1 November 2023 (the “Effective Date”)
This Data Protection Addendum (“Addendum”) is entered into between Merchant and PayPal (collectively the “Parties”). This Addendum shall form part of the Agreement between Merchant and PayPal (the “Agreement”) in accordance with the “Effect of this Addendum” section below.
Capitalized terms used but not defined in this Addendum shall have the meaning set out in the Agreement.
I. EFFECT OF THIS ADDENDUM
This Addendum amends and forms part of the Agreement, and is effective as of the Effective Date of the Agreement.
II. GENERAL
1. Definitions.
The following terms have the following meanings when used in this Addendum:
- a. “Agreement” means the Services Agreement or Merchant Agreement (as applicable) by and between PayPal and Merchant.
b. “Controller” (also known as “Data Controller”) means an entity that determines the purposes and means of Processing Personal Data. In the event such term (or a similar term addressing similar functions) is already defined in the applicable Data Protection Laws, then “Controller”, as used herein, shall have the meaning provided in such applicable Data Protection Law, including the meaning of a “Business”, as applicable, as defined in the California Consumer Privacy Act of 2018.
c. “Merchant Data” means all Personal Data that PayPal receives from the Merchant or Payee relating to the Merchant, a Payee, or otherwise relating to the Merchant’s use of the Hyperwallet Services, whether existing before or after the date of this Agreement.
d. “Data Protection Laws” means any data protection laws, regulations, directives, regulatory requirements, and codes of practice applicable to the provision of the PayPal Services under this Agreement, including any amendments thereto and any associated regulations or instruments (e.g., which may include, without limitation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”),the United Kingdom General Data Protection Regulation (“UK GDPR”), the UK Data Protection Act 2018, the California Consumer Privacy Act 2018, Cal. Civ. Code § 1798.100 et seq (“CCPA”), and its implementing regulations, the Australian Privacy Act 1988(Cth), the Personal Information Protection and Electronic Documents Act (Canada), the Personal Data (Privacy) Ordinance (Cap.486) (Hong Kong), the Brazilian General Data Protection Law, Federal Law no. 13,709/2018, and the Personal Data Protection Act 2012 (Singapore)).
e. “PayPal Group” means PayPal, Inc. and all company entities which PayPal, or its successor(s), directly or indirectly from time to time owns or controls.
f. “Payee” means an individual or business receiving a payment through Merchant’s use of the Hyperwallet Services.
g. “Personal Data” means any information relating to an identified or identifiable natural person (a “data subject”); 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 by reference to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
h. “Process” or “Processed” or “Processing” means any operation or set of operations performed upon Personal Data, including collection, recording, retention, sharing, organization, storage, access, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, making available, alignment, combination, blocking, deleting, erasure, or destruction.
2. PayPal as a Controller
PayPal shall comply with the requirements of the Data Protection Laws applicable to Controllers with respect to the use of Merchant Data herein (including, without limitation, by implementing and maintaining at all times all appropriate security measures in relation to the Processing of Merchant Data) and shall not knowingly do anything or knowingly permit anything to be done with respect to the Merchant Data which might lead to a breach by Merchant of the Data Protection Laws. PayPal shall only transfer Merchant Data to third parties, sub-processors or members of the PayPal Group who shall sign written agreements which contain terms for the protection of Merchant Data, which are no less protective than the terms set out in this Addendum. In the event Merchant elects a payout solution where a Payee is not required to sign up through the Hyperwallet hosted solution, Merchant agrees to present the Hyperwallet privacy policy (https://pay.hyperwallet.com/hw2web/consumer/page/privacyAgreement.xhtml) to its Payees prior to sharing any Personal Data of its Payees with PayPal.
3. Processing of Merchant Data in Connection with the Hyperwallet Services
The Parties acknowledge and agree that when PayPal provides Hyperwallet Services to Merchant, Merchant and PayPal are each independent Controllers with respect to all Merchant Data Processed in connection with the Hyperwallet Services. As such, PayPal independently determines the purpose and the means of the Processing of such Merchant Data and is not a joint Controller with Merchant with respect to such Merchant Data. The Parties acknowledge and agree that PayPal is permitted to use, reproduce, and Process Merchant Data and payment transaction data for the following limited purposes:
- a. as reasonably necessary to provide and improve the Hyperwallet Services to Merchant and its Payees, including fraud protection tools;
b. to monitor, prevent, and detect fraudulent payment transactions, and to prevent harm to Merchant, PayPal, and to third parties;
c. to comply with legal or regulatory obligations applicable to the Processing and retention of payment data to which PayPal is subject, including applicable anti-money laundering and identity verification obligations;
d. to analyze, develop, and improve PayPal’s products and services;
e. internal usage, including but not limited to, data analytics and metrics;
f. to compile and disclose Merchant Data and payment transaction data in the aggregate where Merchant’s individual or user Merchant Data is not identifiable, including calculating Merchant’s averages by region or industry;
g. complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with laws; and
h. any other purpose for which PayPal provides notice to Merchant so long as such purpose is in accordance with the applicable Data Protection Laws.
4. Mutual Assistance
The Parties agree to cooperate with each other to the extent reasonably necessary to enable the other Party to adequately discharge its responsibility as an independent Controller under the Data Protection Laws. The Parties agree that to the extent Merchant receives a subject access request or any exercise by a Payee of its rights under Data Protection Laws, Merchant shall respond to such Payee’s access request directly. Merchant shall also inform Payees that they may exercise their data subject rights in connection with the Hyperwallet Services with PayPal according to the instructions described in the Privacy Statement available at https://www.hyperwallet.com/privacy-policy/ (which URL may be amended from time to time). In addition, if in connection with any security incident, PayPal determines in its sole discretion that it must notify affected Payees, and PayPal does not have the necessary contact information about an affected Payees to make such communication, then Merchant shall use commercially reasonable efforts to provide PayPal with information about such Payee that Merchant may possess for the limited purpose of PayPal’s compliance with applicable notification obligations regarding affected Payees under the Data Protection Laws.
5. Cross Border Data Transfers
The Parties agree that PayPal may transfer Merchant Data Processed under this Agreement outside the country where it was collected as necessary to provide the Hyperwallet Services. If PayPal transfers Merchant Data protected under this Schedule to a jurisdiction for which the applicable regulatory authority for the country in which the data was collected has not issued an adequacy decision (an “Adequacy Decision”), PayPal will ensure that appropriate safeguards have been implemented for the transfer of Merchant Data in accordance with the applicable Data Protection Laws. For example, and for purposes of compliance with the GDPR, PayPal relies on Binding Corporate Rules approved by competent supervisory authorities and other data transfer mechanisms for transfers of Merchant Data to other members of the PayPal Group.
- a. With respect to data transfers to a PayPal Group member located in a country that has not received an Adequacy Decision of Payees located in the European Union, Switzerland, the Europeans Economic Area, and/or their member states and the United Kingdom, the Parties agree (i) to the extent applicable, your signing of the Agreement will be deemed to be signature and acceptance of the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR (“EU Transfer Clauses”) by Merchant, as the data exporter and in the role of controller, and will be deemed to be signature and acceptance of UK Addendum to the EU Transfer Clauses approved by the UK Information Commissioner and adopted under s119A of the Data Protection Act 2018, and for the time being, in force in the United Kingdom (the “UK Transfer Clauses”), as the data exporter (ii) to the extent applicable, the PayPal Group member’s signature of the Agreement will be deemed to be signature and acceptance of the EU Transfer Clauses by such PayPal Group member, as the data importer and in the role of controller, and will be deemed to be signature and acceptance of the UK Transfer Clauses, as the data importer; and (iii) the parties shall be subject to the Module 1 provisions of the EU Transfer Clauses. In the event the European Commission or the UK Secretary of State (or other applicable UK authorized body) revises and thereafter publishes new EU Transfer Clauses or UK Transfer Clauses, respectively (or as otherwise required or implemented by the European Commission or the UK Secretary of State (or other applicable UK authorized body)), the parties agree that such new EU Transfer Clauses or UK Transfer Clauses, as applicable, will supersede the present EU Transfer Clauses or UK Transfer Clauses, as applicable, and that the parties agree to take all such actions required to effect the execution of the new EU Transfer Clauses or UK Transfer Clauses, as applicable. The EU Transfer Clauses (Module 1) and the UK Transfer Clauses will each be incorporated into the Agreement by reference and will be considered duly executed between the parties upon entering into force of this Agreement subject to the following details:
A) EU Transfer Clauses
- option 1 of Clause 17 (Governing law) shall apply and the laws of Luxembourg shall govern the EU Clauses;
- in accordance with Clause 18 (Choice of forum and jurisdiction), the courts of Luxembourg will resolve any dispute arising out of the EU Clauses; and
- The parties agree that the details required under the EU Transfer Clauses Appendix are as set forth on Attachment 1.
B) UK Transfer Clauses
- Part 1, Table 1 (Parties) shall be deemed to be completed with the information contained Attachment 1, Annex 1.A (List of Parties)
- Part 1, Table 2 (Selected SCCs, Modules and Selected Clauses) shall be deemed to be completed by selecting the second option “the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum” and in the row for Module 1, stating that Clause 7 (Docking Clause) and Clause 11 (Option) do not apply.
- Part 1, Table 3 (Appendix Information) shall be deemed to be completed with the information contained in Attachment 1, Annex 1.A, 1.B and Annex II.
- Part 1, Table 4 (Ending this Addendum when the Approved Addendum Changes), the option “Importer” shall be selected.
- Part 2: 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, shall be incorporated by reference into this Agreement.
Appendix to the EU Transfer Clauses
Annex 1.A. List of Parties
Data Exporter
- Name and Address: The data exporter is the Merchant and the address is as provided in the Agreement
- Contact person’s name, position and contact details: as provided in the Agreement
- Activities relevant to the data transferred under the Standard Contractual Clause: as provided in the Agreement
- Signature and date: please see the “Cross Border Transfers” section of this Addendum
- Role (controller/processor): controller
Data Importer
- Name and Address: The data importer is the member of the PayPal group providing the services pursuant to the Agreement and the address is as provided in the Agreement
- Contact person’s name, position and contact details: as provided in the Agreement
- Activities relevant to the data transferred under the Standard Contractual Clause: as provided in the Agreement Signature and date: please see the “Cross Border Transfers” section of this Addendum
- Role (controller/processor): controller
Annex 1.B. Description of Transfer
Data Subjects Whose Personal Data is Transferred
The personal data transferred concern the following categories of data subjects:
- The data exporter’s customers, employees and other business contacts.
Categories of Personal Data Transferred
The personal data transferred may include the following categories of data:
- Merchant and payee names, transaction amount, date/time, bank account details, payment card details, CVC code, post code, country code, address, email address, fax, phone, website, expiry data, shipping details, tax status, unique customer identifier, IP Address, location, information on customer representatives, beneficial ownership information, business details and other required know your customer information and any other data received by PayPal under the Agreement.
Sensitive Data Transferred (if appropriate) and Applied Restrictions or Safeguards
The personal data transferred concern the following categories of sensitive data:
- Not applicable, unless Merchant configures the service to capture such data.
Applies restrictions and safeguards:
- Not applicable, unless Merchant configures the service to capture such data.
Nature of the Processing
As set forth in the Agreement.
Purpose(s) of the Transfer(s)
The transfer is made for the following purposes:
- Performance of the services provided by data importer to data exporter in accordance with the Agreement.
- To identify fraudulent activity and risk that is, or may, affect the data importer, the data exporter or other customers of the data importer.
- To comply with laws applicable to the data importer.
- As set forth in the Data Protection Addendum
The Period for which the Personal Data will be Retained, or, if that is not Possible, the Criteria Used to Determine that Period
The data importer only retains the personal data for as long as is necessary with regards the relevant purpose(s) it was collected for (please see purposes above). To determine the appropriate retention period for personal data, the data importer considers the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of the personal data, the purposes for which the personal data is processed and whether such purposes can be achieved through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
For transfers to (Sub-) Processors, also Specify Subject Matter, Nature and Duration of the Processing
The data importer may share personal data with third-party service providers that perform services and functions at the data importer’s direction and on its behalf. These third-party service providers may, for example, provide an element of the services provided under the Agreement such as customer verification, transaction processing or customer support, or provide a service to the data importer that supports the services provided under the agreement such as storage. When determining the duration of the processing undertaken by the third-party service providers, the data importer applies the criteria provided above in this Annex1.B.
Annex 1.C. Supervisory Authority
In accordance with Clause 13(a) of the EU Transfer Clauses, the supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated shall act as competent supervisory authority.
Annex II. Technical and Organisations Measures Including Technical and Organisational Measures to Ensure the Security of the Data
- Pseudonymization, Encryption and the Protection of Data During Transmission.
PayPal’s policies ensure compliance with this principle and require the use of technical controls to prevent the risk of disclosure of personal data. PayPal employs encryption in transit and at rest for all personal data. We also employ industry standard pseudonymization techniques, such as tokenization to protect personal data where applicable. PayPal has comprehensive policies that provide key obligations and processes to protect data when it is transferred within the enterprise and externally with third parties. - Change Management and Business Continuity.
PayPal’s robust change management process protects the ongoing availability and resiliency of data and systems throughout their lifecycle by ensuring that changes are planned, approved, executed, and reviewed appropriately. The Company’s business continuity management process provides a framework for building organizational resilience with the capability of an effective response that safeguards the interests of its key stakeholders. - Disaster Recovery.
PayPal’s robust disaster recovery program has processes for recovering information or technology systems in the event of any significant disruption, focusing on the IT systems that support critical business processes and customer activities. PayPal’s technology infrastructure is housed in multiple secure data centers, with primary and secondary capability, each equipped with network and security infrastructure, dedicated application and database servers and storage. - Regular Testing, Assessment and Evaluating Effectiveness of Technical and Organizational measures.
PayPal regularly plans, executes and reports on the results of the Company’s testing program to assess and evaluate the effectiveness of its technological and organizational measures. The program is managed through our enterprise risk and compliance team who work with relevant stakeholders to obtain and evaluate information required for testing, reporting and remediating as necessary. - User Identification and Authorization.
PayPal’s access management processes require users to log into the corporate network using a unique corporate network account ID and password for user identification and authentication before accessing any other in-scope applications. Automated policies regarding password composition, length, change, reuse, and lockout are applied. Role-based access and approvals, which are certified quarterly, are implemented across all in-scope systems to enforce least privileged principle. - Physical Security of Locations Where Personal Data is Processed.
PayPal global safety and security policies and processes set forth the requirements necessary to facilitate sounds safety and security processes, including physical security, in accordance with applicable laws, regulations and partner requirements. Special emphasis is placed on security systems and safeguards when constructing special or sensitive areas such as mail rooms, equipment storage, shipping and receiving areas, computer/server rooms, communications vaults or classified document/information storage areas in accordance with the Company’s information security handling standard. - Events Logging and Configuration.
PayPal has outlined and defined event logging and monitoring types and attributes. The Company collects and aggregates several types of logs to the centralized security monitoring system. Standard configuration management control is in place to ensure logs are collected from the systems, and then forwarded to our centralized security monitoring system. PayPal policies and supporting processes set forth that system configuration and hardening baselines must be implemented across all systems. - IT Governance and Management; Certification and Assurance of Processes and Products.
PayPal promotes a strong security philosophy across the Company. Our Chief Information Security Officer oversees information security across our global enterprise. As part of our Enterprise Risk and Compliance Management Program, our Technology Oversight and Information Security Program is designed to support the Company in managing technology and information security risks and identifying, protecting, detecting, responding to and recovering from information security threats. PayPal certifies and assures its processes and products through a variety of enterprise programs, including (i) audits and assessments of PayPal’s technical industry standard obligations including but not limited to, ISO 27001, Payment Card Industry’s (PCI) applicable standards (DSS, PIN, P2PE, etc.) and the American Institute of Certified Public Accountants (AICPA) SOC-1 and SOC-2, (ii) Risk Control Identification Process (RCIP) which ensures early engagement and a standard approach to the measurement, management, and monitoring of risk associated with the development and release of product solutions, (iii) privacy impact assessments which are integrated into the early stages of the product and software development processes, and (iv) a comprehensive third party management program, which provides assurance through continuous management of risks throughout the lifecycle of an engagement with a third party. - Data Minimization.
Our policies require, through technical controls, that data elements collected and generated are those which are adequate, relevant, and limited to what is necessary in relation to the purposes for which they are processed. PayPal’s privacy impact assessment processes ensure compliance with these policies. - Data Quality and Retention.
PayPal’s access and quality policy ensures that all personal data is correct, complete, and up to date, enabling individual users to access the system to correct and modify their particulars (e.g., address, contact details etc.), and, where a request for correction is received from a data subject, to provide a service which delivers their right to correction. Our data governance program monitors data quality, issues and remediations, as necessary. We require that all data be classified according to its business value with assigned retention periods, which is based upon PayPal’s legal, regulatory, and business recordkeeping requirements. Upon expiration of the retention period, data and information is disposed, deleted, or destroyed. - Accountability.
PayPal has developed a set of information security, technology, data governance, third party management and privacy policies and principles that are aligned to industry standards and designed to engage stakeholder collaboration and partnership in awareness and compliance with such policies and controls across the organization to ensure participation and accountability from the top down across the organization. Each program defines accountabilities for cross-functional data related decisions, processes and controls. As a data controller, PayPal is responsible for and demonstrates compliance with the relevant articles carrying an accountability obligation in the GDPR and other applicable data protection laws through the implementation of a privacy program policy and an underlying layered organizational and technical control structure to ensure enterprise-wide compliance with privacy law, regulation, policy, and procedures. These include being able to demonstrate compliance with the data protection laws through: 1) a strong culture of compliance, 2) an enterprise risk and compliance governance structure which includes management committees, oversight roles, privacy reporting, 3) business function accountability for compliance with the privacy program including establishment, documentation and maintenance of business processes and controls, 4) a global privacy department within the Enterprise Compliance Organization to oversee business compliance with the privacy program and define policies, standards, procedures, and tools which are operationalized by business functions, 5) communications to the enterprise by the global privacy function to promote awareness and understanding of privacy, 6) Enterprise Risk and Compliance Management Framework to ensure the use of consistent processes including privacy impact assessments, privacy monitoring and testing, privacy issue management, privacy training, annual privacy plan, and 7) reporting and analysis to management committees which oversee the Privacy Program. - Data Subject Rights.
PayPal has a program in place to ensure data subject rights are fulfilled, including access, correction and erasure. Data erasure requests are fulfilled unless PayPal has a legal, regulatory obligation or other legitimate business reason to retain it. PayPal’s policies ensures that erasure occurs throughout the customer lifecycle. - Processors.
PayPal has a comprehensive third-party management program, which provides assurance through continuous management of risks throughout the lifecycle of an engagement with a third party. We have contractual controls in place to require our processors and their subprocessors to put in place comprehensive data security and privacy standards throughout the processing chain. All subprocessors must require our advance approval before being engaged.
Data protection registration information of data exporter (where applicable)
Not applicable.
Additional useful information (storage limits and other relevant information)
As set forth in the Agreement and above in this Attachment 1.
Prior Data Protection Addendum
Ceases to be effective on 1 November, 2023
This Data Protection Addendum (“Addendum”) is entered into between Merchant and PayPal (collectively the “Parties”). This Addendum shall form part of the Agreement between Merchant and PayPal (the “Agreement”) in accordance with the “Effect of this Addendum” section below.
Capitalized terms used but not defined in this Addendum shall have the meaning set out in the Agreement.
I. EFFECT OF THIS ADDENDUM
This Addendum amends and forms part of the Agreement, and is effective as of the Effective Date of the Agreement.
II. GENERAL
1. Definitions.
The following terms have the following meanings when used in this Addendum:
- a. “Agreement” means the Services Agreement or Merchant Agreement (as applicable) by and between PayPal and Merchant.
b. “Controller” (also known as “Data Controller”) means an entity that determines the purposes and means of Processing Personal Data. In the event such term (or a similar term addressing similar functions) is already defined in the applicable Data Protection Laws, then “Controller”, as used herein, shall have the meaning provided in such applicable Data Protection Law, including the meaning of a “Business”, as applicable, as defined in the California Consumer Privacy Act of 2018.
c. “Merchant Data” means all Personal Data that PayPal receives from the Merchant or Payee relating to the Merchant, a Payee, or otherwise relating to the Merchant’s use of the Hyperwallet Services, whether existing before or after the date of this Agreement.
d. “Data Protection Laws”means any data protection laws, regulations, directives, regulatory requirements, and codes of practice applicable to the provision of the PayPal Services under this Agreement, including any amendments thereto and any associated regulations or instruments (e.g., which may include, without limitation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act 2018, Cal. Civ. Code § 1798.100 et seq (“CCPA”), and its implementing regulations, the Australian Privacy Act 1988(Cth), the Personal Information Protection and Electronic Documents Act (Canada), the Personal Data (Privacy) Ordinance (Cap.486) (Hong Kong), the Brazilian General Data Protection Law, Federal Law no. 13,709/2018, and the Personal Data Protection Act 2012 (Singapore)).
e. “PayPal Group” means PayPal, Inc. and all company entities which PayPal, or its successor(s), directly or indirectly from time to time owns or controls.
f. “Payee” means an individual or business receiving a payment through Merchant’s use of the Hyperwallet Services.
g. “Personal Data” means any information relating to an identified or identifiable natural person (a “data subject”); 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 by reference to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
h. “Process” or “Processed” or “Processing” means any operation or set of operations performed upon Personal Data, including collection, recording, retention, sharing, organization, storage, access, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, making available, alignment, combination, blocking, deleting, erasure, or destruction.
- a. “Agreement” means the Services Agreement or Merchant Agreement (as applicable) by and between PayPal and Merchant.
2. PayPal as a Controller?
PayPal shall comply with the requirements of the Data Protection Laws applicable to Controllers with respect to the use of Merchant Data herein (including, without limitation, by implementing and maintaining at all times all appropriate security measures in relation to the Processing of Merchant Data) and shall not knowingly do anything or knowingly permit anything to be done with respect to the Merchant Data which might lead to a breach by Merchant of the Data Protection Laws. PayPal shall only transfer Merchant Data to third parties, sub-processors or members of the PayPal Group who shall sign written agreements which contain terms for the protection of Merchant Data, which are no less protective than the terms set out in this Addendum. In the event Merchant elects a payout solution where a Payee is not required to sign up through the Hyperwallet hosted solution, Merchant agrees to present the Hyperwallet privacy policy (https://pay.hyperwallet.com/hw2web/consumer/page/privacyAgreement.xhtml) to its Payees prior to sharing any Personal Data of its Payees with PayPal.
3. Processing of Merchant Data in Connection with the Hyperwallet Services
The Parties acknowledge and agree that when PayPal provides Hyperwallet Services to Merchant, Merchant and PayPal are each independent Controllers with respect to all Merchant Data Processed in connection with the Hyperwallet Services. As such, PayPal independently determines the purpose and the means of the Processing of such Merchant Data and is not a joint Controller with Merchant with respect to such Merchant Data. The Parties acknowledge and agree that PayPal is permitted to use, reproduce, and Process Merchant Data and payment transaction data for the following limited purposes:
- a. as reasonably necessary to provide and improve the Hyperwallet Services to Merchant and its Payees, including fraud protection tools;
b. to monitor, prevent, and detect fraudulent payment transactions, and to prevent harm to Merchant, PayPal, and to third parties;
c. to comply with legal or regulatory obligations applicable to the Processing and retention of payment data to which PayPal is subject, including applicable anti-money laundering and identity verification obligations;
d. to analyze, develop, and improve PayPal’s products and services;
e. internal usage, including but not limited to, data analytics and metrics;
f. to compile and disclose Merchant Data and payment transaction data in the aggregate where Merchant’s individual or user Merchant Data is not identifiable, including calculating Merchant’s averages by region or industry;
g. complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with laws; and
h. any other purpose for which PayPal provides notice to Merchant so long as such purpose is in accordance with the applicable Data Protection Laws.
4. Mutual Assistance
The Parties agree to cooperate with each other to the extent reasonably necessary to enable the other Party to adequately discharge its responsibility as an independent Controller under the Data Protection Laws. The Parties agree that to the extent Merchant receives a subject access request or any exercise by a Payee of its rights under Data Protection Laws, Merchant shall respond to such Payee’s access request directly. Merchant shall also inform Payees that they may exercise their data subject rights in connection with the Hyperwallet Services with PayPal according to the instructions described in the Privacy Statement available at https://www.hyperwallet.com/privacy-policy/ (which URL may be amended from time to time). In addition, if in connection with any security incident, PayPal determines in its sole discretion that it must notify affected Payees, and PayPal does not have the necessary contact information about an affected Payees to make such communication, then Merchant shall use commercially reasonable efforts to provide PayPal with information about such Payee that Merchant may possess for the limited purpose of PayPal’s compliance with applicable notification obligations regarding affected Payees under the Data Protection Laws.
5. Cross Border Data Transfers
The Parties agree that PayPal may transfer Merchant Data Processed under this Agreement outside the country where it was collected as necessary to provide the Hyperwallet Services. If PayPal transfers Merchant Data protected under this Schedule to a jurisdiction for which the applicable regulatory authority for the country in which the data was collected has not issued an adequacy decision (an “Adequacy Decision”), PayPal will ensure that appropriate safeguards have been implemented for the transfer of Merchant Data in accordance with the applicable Data Protection Laws. For example, and for purposes of compliance with the GDPR, PayPal relies on Binding Corporate Rules approved by competent supervisory authorities and other data transfer mechanisms for transfers of Merchant Data to other members of the PayPal Group.
- a.With respect to data transfers to a PayPal Group member located in a country that has not received an Adequacy Decision of Payees located in the European Union, Switzerland, the Europeans Economic Area, and/or their member states and the United Kingdom, the Parties agree (i) to the extent applicable, your signing of the Agreement will be deemed to be signature and acceptance of the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR (“EU Transfer Clauses”) by Merchant, as the data exporter and in the role of controller, and will be deemed to be signature and acceptance of the standard data protection clauses specified in regulations made by the Secretary of State under section 17C(b) of the 2018 Data Protection Act and for the time being, in force in the United Kingdom (the “UK Transfer Clauses”), as the data exporter (ii) to the extent applicable, the PayPal Group member’s signature of the Agreement will be deemed to be signature and acceptance of the EU Transfer Clauses by such PayPal Group member, as the data importer and in the role of controller, and will be deemed to be signature and acceptance of the UK Transfer Clauses, as the data importer; and (iii) the parties shall be subject to the Module 1 provisions of the EU Transfer Clauses. In the event the European Commission or the UK Secretary of State (or other applicable UK authorized body) revises and thereafter publishes new EU Transfer Clauses or UK Transfer Clauses, respectively (or as otherwise required or implemented by the European Commission or the UK Secretary of State (or other applicable UK authorized body)), the parties agree that such new EU Transfer Clauses or UK Transfer Clauses, as applicable, will supersede the present EU Transfer Clauses or UK Transfer Clauses, as applicable, and that the parties agree to take all such actions required to effect the execution of the new EU Transfer Clauses or UK Transfer Clauses, as applicable. The EU Transfer Clauses (Module 1) and the UK Transfer Clauses will each be incorporated into the Agreement by reference and will be considered duly executed between the parties upon entering into force of this Agreement subject to the following details:
A) EU Transfer Clauses
- option 1 of Clause 17 (Governing law) shall apply and the laws of Luxembourg shall govern the EU Clauses;
- in accordance with Clause 18 (Choice of forum and jurisdiction), the courts of Luxembourg will resolve any dispute arising out of the EU Clauses; and
- The parties agree that the details required under the EU Transfer Clauses Appendix are as set forth on Attachment 1.
B) UK Transfer Clauses
- Clause II(h)(iii) is incorporated and signature of the Agreement by PayPal will be deemed the requisite initials from PayPal as the data importer;
- The parties agree that the details required under Annex B of the UK Transfer Clauses are as set forth on Attachment 1 (to the extent applicable).
Appendix to the EU Transfer Clauses and Annex B of the UK Transfer Clauses
Annex 1.A. List of Parties
Data Exporter
- Name and Address: The data exporter is the Merchant and the address is as provided in the Agreement
- Contact person’s name, position and contact details: as provided in the Agreement
- Activities relevant to the data transferred under the Standard Contractual Clause: as provided in the Agreement
- Signature and date: please see the “Cross Border Transfers” section of this Addendum
- Role (controller/processor): controller
Data Importer
- Name and Address: The data importer is the member of the PayPal group providing the services pursuant to the Agreement and the address is as provided in the Agreement
- Contact person’s name, position and contact details: as provided in the Agreement
- Activities relevant to the data transferred under the Standard Contractual Clause: as provided in the Agreement Signature and date: please see the “Cross Border Transfers” section of this Addendum
- Role (controller/processor): controller
Annex 1.B. Description of Transfer
Data Subjects Whose Personal Data is Transferred
The personal data transferred concern the following categories of data subjects:
- The data exporter’s customers, employees and other business contacts.
Categories of Personal Data Transferred
The personal data transferred may include the following categories of data:
- Merchant and payee names, transaction amount, date/time, bank account details, payment card details, CVC code, post code, country code, address, email address, fax, phone, website, expiry data, shipping details, tax status, unique customer identifier, IP Address, location, information on customer representatives, beneficial ownership information, business details and other required know your customer information and any other data received by PayPal under the Agreement.
Sensitive Data Transferred (if appropriate) and Applied Restrictions or Safeguards
The personal data transferred concern the following categories of sensitive data:
- Not applicable, unless Merchant configures the service to capture such data.
Applies restrictions and safeguards:
- Not applicable, unless Merchant configures the service to capture such data.
Nature of the Processing
As set forth in the Agreement.
Purpose(s) of the Transfer(s)
The transfer is made for the following purposes:
- Performance of the services provided by data importer to data exporter in accordance with the Agreement.
- To identify fraudulent activity and risk that is, or may, affect the data importer, the data exporter or other customers of the data importer.
- To comply with laws applicable to the data importer.
- As set forth in the Data Protection Addendum
The Period for which the Personal Data will be Retained, or, if that is not Possible, the Criteria Used to Determine that Period
The data importer only retains the personal data for as long as is necessary with regards the relevant purpose(s) it was collected for (please see purposes above). To determine the appropriate retention period for personal data, the data importer considers the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of the personal data, the purposes for which the personal data is processed and whether such purposes can be achieved through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
For transfers to (Sub-) Processors, also Specify Subject Matter, Nature and Duration of the Processing
The data importer may share personal data with third-party service providers that perform services and functions at the data importer’s direction and on its behalf. These third-party service providers may, for example, provide an element of the services provided under the Agreement such as customer verification, transaction processing or customer support, or provide a service to the data importer that supports the services provided under the agreement such as storage. When determining the duration of the processing undertaken by the third-party service providers, the data importer applies the criteria provided above in this Annex1.B.
Annex 1.C. Supervisory Authority
In accordance with Clause 13(a) of the EU Transfer Clauses, the supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated shall act as competent supervisory authority.
Annex II. Technical and Organisations Measures Including Technical and Organisational Measures to Ensure the Security of the Data
- Pseudonymization, Encryption and the Protection of Data During Transmission.
PayPal’s policies ensure compliance with this principle and require the use of technical controls to prevent the risk of disclosure of personal data. PayPal employs encryption in transit and at rest for all personal data. We also employ industry standard pseudonymization techniques, such as tokenization to protect personal data where applicable. PayPal has comprehensive policies that provide key obligations and processes to protect data when it is transferred within the enterprise and externally with third parties. - Change Management and Business Continuity.
PayPal’s robust change management process protects the ongoing availability and resiliency of data and systems throughout their lifecycle by ensuring that changes are planned, approved, executed, and reviewed appropriately. The Company’s business continuity management process provides a framework for building organizational resilience with the capability of an effective response that safeguards the interests of its key stakeholders. - Disaster Recovery.
PayPal’s robust disaster recovery program has processes for recovering information or technology systems in the event of any significant disruption, focusing on the IT systems that support critical business processes and customer activities. PayPal’s technology infrastructure is housed in multiple secure data centers, with primary and secondary capability, each equipped with network and security infrastructure, dedicated application and database servers and storage. - Regular Testing, Assessment and Evaluating Effectiveness of Technical and Organizational measures.
PayPal regularly plans, executes and reports on the results of the Company’s testing program to assess and evaluate the effectiveness of its technological and organizational measures. The program is managed through our enterprise risk and compliance team who work with relevant stakeholders to obtain and evaluate information required for testing, reporting and remediating as necessary. - User Identification and Authorization.
PayPal’s access management processes require users to log into the corporate network using a unique corporate network account ID and password for user identification and authentication before accessing any other in-scope applications. Automated policies regarding password composition, length, change, reuse, and lockout are applied. Role-based access and approvals, which are certified quarterly, are implemented across all in-scope systems to enforce least privileged principle. - Physical Security of Locations Where Personal Data is Processed.
PayPal global safety and security policies and processes set forth the requirements necessary to facilitate sounds safety and security processes, including physical security, in accordance with applicable laws, regulations and partner requirements. Special emphasis is placed on security systems and safeguards when constructing special or sensitive areas such as mail rooms, equipment storage, shipping and receiving areas, computer/server rooms, communications vaults or classified document/information storage areas in accordance with the Company’s information security handling standard. - Events Logging and Configuration.
PayPal has outlined and defined event logging and monitoring types and attributes. The Company collects and aggregates several types of logs to the centralized security monitoring system. Standard configuration management control is in place to ensure logs are collected from the systems, and then forwarded to our centralized security monitoring system. PayPal policies and supporting processes set forth that system configuration and hardening baselines must be implemented across all systems. - IT Governance and Management; Certification and Assurance of Processes and Products.
PayPal promotes a strong security philosophy across the Company. Our Chief Information Security Officer oversees information security across our global enterprise. As part of our Enterprise Risk and Compliance Management Program, our Technology Oversight and Information Security Program is designed to support the Company in managing technology and information security risks and identifying, protecting, detecting, responding to and recovering from information security threats. PayPal certifies and assures its processes and products through a variety of enterprise programs, including (i) audits and assessments of PayPal’s technical industry standard obligations including but not limited to, ISO 27001, Payment Card Industry’s (PCI) applicable standards (DSS, PIN, P2PE, etc.) and the American Institute of Certified Public Accountants (AICPA) SOC-1 and SOC-2, (ii) Risk Control Identification Process (RCIP) which ensures early engagement and a standard approach to the measurement, management, and monitoring of risk associated with the development and release of product solutions, (iii) privacy impact assessments which are integrated into the early stages of the product and software development processes, and (iv) a comprehensive third party management program, which provides assurance through continuous management of risks throughout the lifecycle of an engagement with a third party. - Data Minimization.
Our policies require, through technical controls, that data elements collected and generated are those which are adequate, relevant, and limited to what is necessary in relation to the purposes for which they are processed. PayPal’s privacy impact assessment processes ensure compliance with these policies. - Data Quality and Retention.
PayPal’s access and quality policy ensures that all personal data is correct, complete, and up to date, enabling individual users to access the system to correct and modify their particulars (e.g., address, contact details etc.), and, where a request for correction is received from a data subject, to provide a service which delivers their right to correction. Our data governance program monitors data quality, issues and remediations, as necessary. We require that all data be classified according to its business value with assigned retention periods, which is based upon PayPal’s legal, regulatory, and business recordkeeping requirements. Upon expiration of the retention period, data and information is disposed, deleted, or destroyed. - Accountability.
PayPal has developed a set of information security, technology, data governance, third party management and privacy policies and principles that are aligned to industry standards and designed to engage stakeholder collaboration and partnership in awareness and compliance with such policies and controls across the organization to ensure participation and accountability from the top down across the organization. Each program defines accountabilities for cross-functional data related decisions, processes and controls. As a data controller, PayPal is responsible for and demonstrates compliance with the relevant articles carrying an accountability obligation in the GDPR and other applicable data protection laws through the implementation of a privacy program policy and an underlying layered organizational and technical control structure to ensure enterprise-wide compliance with privacy law, regulation, policy, and procedures. These include being able to demonstrate compliance with the data protection laws through: 1) a strong culture of compliance, 2) an enterprise risk and compliance governance structure which includes management committees, oversight roles, privacy reporting, 3) business function accountability for compliance with the privacy program including establishment, documentation and maintenance of business processes and controls, 4) a global privacy department within the Enterprise Compliance Organization to oversee business compliance with the privacy program and define policies, standards, procedures, and tools which are operationalized by business functions, 5) communications to the enterprise by the global privacy function to promote awareness and understanding of privacy, 6) Enterprise Risk and Compliance Management Framework to ensure the use of consistent processes including privacy impact assessments, privacy monitoring and testing, privacy issue management, privacy training, annual privacy plan, and 7) reporting and analysis to management committees which oversee the Privacy Program. - Data Subject Rights.
PayPal has a program in place to ensure data subject rights are fulfilled, including access, correction and erasure. Data erasure requests are fulfilled unless PayPal has a legal, regulatory obligation or other legitimate business reason to retain it. PayPal’s policies ensures that erasure occurs throughout the customer lifecycle. - Processors.
PayPal has a comprehensive third-party management program, which provides assurance through continuous management of risks throughout the lifecycle of an engagement with a third party. We have contractual controls in place to require our processors and their subprocessors to put in place comprehensive data security and privacy standards throughout the processing chain. All subprocessors must require our advance approval before being engaged.
B) The following is applicable to UK Transfer Clauses only
Recipients
The personal data transferred may be disclosed only to the following recipients:
- The data importer’s service providers (as further detailed above), affiliates, and personnel performing services in accordance with the Agreement.
Data protection registration information of data exporter (where applicable)
Not applicable.
Additional useful information (storage limits and other relevant information)
As set forth in the Agreement and above in this Attachment 1.