1. Definitions
For the purposes of this Data Processing Agreement:
- "Personal Data" means any information relating to an identified or identifiable natural person, as defined in Article 4(1) of the GDPR
- "Processing" means any operation performed on Personal Data, including collection, storage, use, disclosure, or deletion, as defined in Article 4(2) of the GDPR
- "Controller" means the customer who determines the purposes and means of Processing Personal Data
- "Processor" means Morlivo, which processes Personal Data on behalf of the Controller
- "Sub-processor" means any third party engaged by the Processor to process Personal Data on behalf of the Controller
- "Data Subject" means an identified or identifiable natural person whose Personal Data is processed
2. Processing Details
The Processor shall process Personal Data only on documented instructions from the Controller, including with regard to transfers of Personal Data to a third country, unless required to do so by Union or Member State law to which the Processor is subject.
The details of the processing are as follows:
- Subject matter: Provision of translation, transcription, and language processing services
- Duration: For the term of the underlying service agreement
- Nature and purpose: Processing Customer Content to deliver translations, transcriptions, and related language services
- Categories of data subjects: End users and individuals whose data is contained within Customer Content
- Types of personal data: Names, contact information, and any other personal data contained in materials submitted for processing
3. Security Measures
The Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the GDPR. These measures include:
- Encryption of Personal Data at rest (AES-256) and in transit (TLS 1.2+)
- Ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services
- Ability to restore availability and access to Personal Data in a timely manner in the event of a physical or technical incident
- Regular testing, assessing, and evaluating the effectiveness of technical and organizational measures
- Pseudonymization of Personal Data where technically feasible and appropriate
- Strict access controls based on the principle of least privilege
- Comprehensive audit logging and monitoring of data access
The Processor shall ensure that persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4. Sub-processors
The Controller provides general authorization for the Processor to engage Sub-processors. The Processor shall maintain an up-to-date list of Sub-processors and make it available to the Controller upon request. The current list of Sub-processors is published on our Privacy Policy page.
The Processor shall inform the Controller of any intended changes concerning the addition or replacement of Sub-processors, giving the Controller a reasonable opportunity to object to such changes. Where the Processor engages a Sub-processor, the Processor shall impose on that Sub-processor, by way of contract, the same data protection obligations as set out in this DPA.
The Processor shall remain fully liable to the Controller for the performance of any Sub-processor's obligations under this DPA.
5. Data Subject Rights
The Processor shall assist the Controller in fulfilling its obligation to respond to requests from Data Subjects exercising their rights under Chapter III of the GDPR, including:
- Right of access (Article 15)
- Right to rectification (Article 16)
- Right to erasure (Article 17)
- Right to restriction of processing (Article 18)
- Right to data portability (Article 20)
- Right to object (Article 21)
If the Processor receives a request from a Data Subject directly, the Processor shall promptly forward the request to the Controller and shall not respond to the Data Subject directly unless authorized by the Controller.
6. International Transfers
The Processor shall not transfer Personal Data to a third country or international organization unless appropriate safeguards are in place as required by Chapter V of the GDPR. Approved transfer mechanisms include:
- Standard Contractual Clauses (SCCs) adopted by the European Commission (Commission Implementing Decision (EU) 2021/914)
- Adequacy decisions pursuant to Article 45 of the GDPR
- Binding Corporate Rules approved by a competent supervisory authority
Enterprise customers may configure data residency settings to restrict the processing and storage of Personal Data to specific geographic regions (EU, US, or APAC), minimizing the need for cross-border transfers.
7. Breach Notification
The Processor shall notify the Controller without undue delay, and in any event no later than forty-eight (48) hours after becoming aware of a Personal Data breach, as defined in Article 4(12) of the GDPR.
The notification shall include:
- A description of the nature of the Personal Data breach, including the categories and approximate number of Data Subjects and records concerned
- The name and contact details of the Processor's data protection point of contact
- A description of the likely consequences of the breach
- A description of measures taken or proposed to address the breach, including measures to mitigate its adverse effects
8. Audits and Inspections
The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR. The Processor shall allow for and contribute to audits, including inspections, conducted by the Controller or an auditor mandated by the Controller, subject to reasonable advance notice and confidentiality obligations.
9. Term and Data Deletion
This DPA shall remain in effect for the duration of the underlying service agreement. Upon termination of the service agreement, the Processor shall, at the choice of the Controller, delete or return all Personal Data and delete existing copies, unless Union or Member State law requires storage of the Personal Data. The Processor shall certify in writing that it has complied with this obligation upon the Controller's request.