This Data Processing Agreement (“Agreement”) is intended to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the UK General Data Protection Regulation, the EU General Data Protection Regulation (EU) 2016/679 and Data Protection Act 2018 and any subsequent regulation or law on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, in the absence of a data processor agreement being produced from a Data Controller and forms part of the Contract for Services (“Principal Agreement”) between

Commercial Networks Ltd (the “Processor”)

Any client to whom we provide services as a data processor. (the “Customer”)
(together as the “Parties”)

(A) The Customer acts as a Data Controller.
(B) The Customer wishes to subcontract certain Services, which imply the processing of personal data, to us, the Data Processor.
(C) The Parties seek to
(D) The Parties wish to lay down their rights and obligations.


  1. Definitions and Interpretation
    1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
    1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
    1.1.2 “Customer Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with the Principal Agreement;
    1.1.3 “Contracted Processor” means a The Processor;
    1.1.4 “Data Protection Laws” means EU and UK Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
    1.1.5 “EEA” means the European Economic Area;
    1.1.6 “UK Data Protection Laws” means the UK General Data Protection Regulation as tailored by the Data Protection Act 2018 an any subsequent laws
    1.1.7 “GDPR” means UK General Data Protection Regulation
    1.1.8 “Data Transfer” means: a transfer of Customer Personal Data from the Customer to the Processor or an onward transfer of Customer Personal Data from the Processor to an agreed Subcontracted Processor
    in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
    1.1.9 “Services” means the collection and provision of I.T. Support and Monitoring Services on behalf of the data controller whereby any data subject is deemed to be identifiable.
    1.1.10 “Sub-processor” means any person appointed by or on behalf of The Processor to process Personal Data on behalf of the Customer in connection with the Agreement, including Software Platform Providers and Online Services
    1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the UK GDPR, and their cognate terms shall be construed accordingly.
  2. Processing of Customer Personal Data
    2.1 Processor shall:
    2.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and
    2.1.2 not Process Customer Personal Data other than on the relevant Customer’s documented instructions.
    2.2 The Customer instructs Processor to process Customer Personal Data.
  3. Processor Personnel
    Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of The Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
  4. Security
    4.1 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 natural persons, Processor shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the UK GDPR.
    4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
  5. Sub-processing
    5.1 Processor shall not appoint (or disclose any Customer Personal Data to) any new Sub-processor unless required or authorized by the Customer.
    5.2 Processor use certain sub processors in relation to the software platforms used to deliver our services. A Full list of these can be found at the end of this notice.
  6. Data Subject Rights
    6.1 Taking into account the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
    6.2 The Processor Ltd shall:
    6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
    6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Processor responds to the request.
  7. Personal Data Breach
    7.1 The Processor shall notify Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
    7.2 The Processor shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  8. Data Protection Impact Assessment and Prior Consultation
    The Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
  9. Deletion or return of Customer Personal Data
    9.1 Subject to this section 9 The Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Customer Personal Data (the “Cessation Date”), handover access to all data and then delete and procure the deletion of all copies of those Customer Personal Data.
    9.2 The Processor shall provide written certification to Customer that it has fully complied with this section 9 within 10 business days of the Cessation Date.
  10. Audit rights
    10.1 Subject to this section 10, The Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Contracted Processors.
    10.2 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
  11. Data Transfer
    11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the UK and/or the European Economic Area (EEA) without the prior written consent of the Customer. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data. Sub Processors may process personal data in countries outside the UK and the Processor shall review the adequacy status or Standard Contract Clauses of those Sub Processors
  12. General Terms
    12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; (b) the relevant information is already in the public domain.
    12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
  13. Governing Law and Jurisdiction
    13.1 This Agreement is governed by the laws of England and Wales.
    13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Scotland subject to possible appeal to The court of Session.
  14. Sub Processors List
    The following software providers are used to support our reputation management services. Links to their respective Privacy information are included. This list was last updated on 15th September 2022.
    Microsoft 365
    We use Microsoft 365 to manage our email, calendars, documents and files within SharePoint. Communicate with you through Teams and retain and delete data using compliance manager.
    We keep data for 36 months after which it is auto-deleted. Microsoft 365 policy can be found here
    Data backup
    We use software to manage and maintain our backup and restore systems.
    Data is kept in this system indefinitely; it is currently not technologically possible to alter a backup after that date.
    If you have requested your data to be deleted whenever we restore data that may contain data about you this data is deleted from the restored data.
    Device Monitoring
    We use software to monitor your business computer systems and the individual devices your employees use.
    We can see the times your computer is turned off and on, the software installed, the programs running on the machine in real times, the state of hardware, make and model, and remotely access the computer.
    We keep data on this system while your business is contracted to our services. Once this relationship ends the data on this system is deleted within 30 days.
    Web Monitor
    We use Web Monitor software to control your internet connection and to protect your employees and devices from illegal, harmful and hateful internet content. This is a premium service and not offered to all clients.
    We can see which websites have been accessed, we do not collect any personally identifiable data as we cannot identify the user on the system at the time.
    We keep data on this system while your business is contracted to our service. Once this relationship ends the data on this system is deleted within 30 days.
    Where we have offered Unifi managed equipment. This is hardware installed in your office. It is used to monitor your network connections and to protect users.
    We can see which users are connected to the network and what devices they are using hardwired and wireless.
    We keep data on this system while your business is contracted to our services. Once this relationship ends the data on this system is deleted within 30 days.