Nest LifeStyle Group Data Protection Policy

This data protection policy explains how Nest Lifestyle Group, collects, uses, and safeguards any information you provide to us.

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms an integral part of the agreement entered into between one or more of the companies in the Nest group of companies (each a “Nest Group Company” or “NGC”) and the Client (the “Main Agreement”). By virtue of the Main Agreement the NGC will process certain Personal Data (as defined herein) on behalf of the Client in their capacity as data processors or data sub-processors.

This DPA sets out the additional terms, requirements and conditions on which the NGC will process Personal Data when providing services to the Client under the Main Agreement. This DPA contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors and the General Data Protection Regulation ((EU) 2016/679).

This DPA shall apply to all processing activities carried out by or on behalf of any of the NGCs listed below, as applicable.

Nest Group Companies

  • Nest Hospitality Management Limited
  • Nest Residential Management Limited
  • Nest Maintenance Services Ltd
  • Nest Facilities Management Limited
  • Nest LifeStyle (Community) Limited

From time to time the abovementioned list of Nest Group Companies may be updated by written agreement, without requiring a formal amendment to this DPA.

  1. Definitions and Interpretation
  • The following definitions and rules of interpretation apply in this DPA:

            Authorised Persons: the persons or categories of persons that the Client authorises to give the NGC written personal data processing instructions as identified in ANNEX A and from whom the NGC agrees solely to accept such instructions.

            Business Purposes: the services to be provided by the NGC to the Client as described in the Main Agreement and any other purpose specifically identified in ANNEX A.

            Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).

            Controller, Processor and Processing: have the meanings given in the Data Protection Legislation.

            Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

            Data Subject:  the identified or identifiable living individual to whom the Personal Data relates.

            EEA: the European Economic Area.

            Personal Data: means any information relating to an identified or identifiable living individual that is processed by the NGC on behalf of the Client as a result of, or in connection with, the provision of the services under the Main Agreement; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, 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 the individual.

            Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.

            Records: has the meaning given in Clause 12.

            Term: this DPA’s term as defined in Clause 10.

            UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

  • This DPA is subject to the terms of the Main Agreement and is incorporated into the Main Agreement. Interpretations and defined terms set forth in the Main Agreement apply to the interpretation of this DPA.
  • The Annexes form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Annexes.
  • A reference to writing or written excludes fax but not email.
  • In the case of conflict or ambiguity between:
    • any provision contained in the body of this DPA and any provision contained in the Annexes, the provision in the body of this DPA will prevail;
    • any of the provisions of this DPA and the provisions of the Main Agreement, the provisions of this DPA will prevail.
  1. Personal data types and processing purposes
  • The Client and the NGC agree and acknowledge that for the purpose of the Data Protection Legislation:
  • the Client is the Controller and the NGC is the Processor;
  • the Client retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the NGC;
  • ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the NGC may process the Personal Data to fulfil the Business Purposes.
  1. NGC’s obligations
  • The NGC will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Client’s written instructions from Authorised Persons. The NGC will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Data Protection Legislation. The NGC must promptly notify the Client if, in its opinion, the Client’s instructions do not comply with the Data Protection Legislation.
  • The NGC must comply promptly with any Client written instructions requiring the NGC to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
  • The NGC will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Client or this DPA specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires the NGC to process or disclose the Personal Data to a third party, the NGC must first inform the Client of such legal or regulatory requirement and give the Client an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.
  • The NGC will reasonably assist the Client, at no additional cost to the Client, with meeting the Client’s compliance obligations under the Data Protection Legislation, taking into account the nature of the NGC’s processing and the information available to the NGC, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.
  • The NGC must notify the Client promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the NGC’s performance of the Main Agreement or this DPA.
  • The NGC will only collect Personal Data for the Client using a notice or method that the Client specifically pre-approves in writing, which contains an approved data privacy notice informing the Data Subject of the Client’s identity, the purpose or purposes for which their Personal Data will be processed, and any other information that, having regard to the specific circumstances of the collection and expected processing, is required to enable fair processing. The NGC will not modify or alter the notice in any way without the Client’s written consent.
  1. NGC’s employees
  • The NGC will ensure that all of its employees:
  • are informed of the confidential nature of the Personal Data and are bound by written confidentiality obligations and use restrictions in respect of the Personal Data;
  • have undertaken training on the Data Protection Legislation and how it relates to their handling of the Personal Data and how it applies to their particular duties; and
  • are aware both of the NGC’s duties and their personal duties and obligations under the Data Protection Legislation and this
  1. Security
  • The NGC must at all times implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in ANNEX B.
  • The NGC must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
  • the pseudonymisation and encryption of personal 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 personal data in a timely manner in the event of a physical or technical incident; and
  • a process for regularly testing, assessing and evaluating the effectiveness of the security measures.
  1. Personal data breach
  • The NGC will within 12 hours and in any event without undue delay notify the Client in writing if it becomes aware of:
  • the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. The NGC will restore such Personal Data at its own expense as soon as possible;
  • any accidental, unauthorised or unlawful processing of the Personal Data; or
  • any Personal Data Breach.
    • Where the NGC becomes aware of (a), (b) and/or (c) above, it will, without undue delay, also provide the Client with the following written information:
  • description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
  • the likely consequences; and
  • a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.
    • Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the NGC will reasonably co-operate with the Client at no additional cost to the Client, in the Client’s handling of the matter, including but not limited to:
  • assisting with any investigation;
  • providing the Client with physical access to any facilities and operations affected;
  • facilitating interviews with the NGC’s employees, former employees and others involved in the matter including, but not limited to, its officers and directors;
  • making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Client; and
  • taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.
    • The NGC will not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Client’s written consent, except when required to do so by domestic law.
    • The NGC agrees that the Client has the sole right to determine:
  • whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Client’s discretion, including the contents and delivery method of the notice; and
  • whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
    • The NGC will cover all reasonable expenses associated with the performance of the obligations under clause 1 to clause 6.3 unless the matter arose from the Client’s specific written instructions, negligence, wilful default or breach of this DPA, in which case the Client will cover all reasonable expenses.
  1. Transfers of personal data
  • The NGC (and any subcontractor) must not transfer or otherwise process the Personal Data outside the UK without obtaining the Client’s prior written consent.
  1. Subcontractors
  • The Client acknowledges and accepts that any of the Nest Group Companies as listed in the heading of this DPA may also act as sub-processors in relation to the personal data if this is necessary to perform the NGC’s services.
  • The Client hereby provides general authorisation to engage other third parties (subcontractors) to process the Personal Data provided that:
  • the Client is provided with an opportunity to object to the appointment of each subcontractor within 14 working days after the NGC supplies the Client with full details in writing regarding such subcontractor;
  • the NGC enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular in relation to requiring appropriate technical and organisational data security measures, and, upon the NGC’s written request, provides the Client with copies of the relevant excerpts from such contracts;
  • the NGC maintains control over all of the Personal Data it entrusts to the subcontractor; and
  • the subcontractor’s contract terminates automatically on termination of this Agreement for any reason.
    • In the event the Client objects to the appointment of a subcontractor on reasonable data protection grounds, the Parties will discuss appropriate alternatives.
    • Where the subcontractor fails to fulfil its obligations under the written agreement with the NGC which contains terms substantially the same as those set out in this DPA, the NGC remains fully liable to the Client for the subcontractor’s performance of its agreement obligations.
    • The Parties agree that the NGC will be deemed by them to control legally any Personal Data controlled practically by or in the possession of its subcontractors.
  1. Complaints, data subject requests and third-party rights
  • The NGC must, at no additional cost to the Client, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Client as the Client may reasonably require, to enable the Client to comply with:
  • the rights of Data Subjects under the Data Protection Legislation, including, but not limited to, subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
  • information or assessment notices served on the Client by the Commissioner or other relevant regulator under the Data Protection Legislation.
    • The NGC must notify the Client immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.
    • The NGC must notify the Client within 3 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
    • The NGC will give the Client, at no additional cost to the Client, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.
    • The NGC must not disclose the Personal Data to any Data Subject or to a third-party other than in accordance with the Client’s written instructions, or as required by domestic law.
  1. Term and termination
  • This DPA will remain in full force and effect so long as
  • the Main Agreement remains in effect; or
  • the NGC retains any of the Personal Data related to the Main Agreement in its possession or control (Term).
    • Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Main Agreement in order to protect the Personal Data will remain in full force and effect.
    • The NGC’s failure to comply with the terms of this DPA is a material breach of the Main Agreement. In such event, the Client may terminate any part of the Main Agreement involving the processing of the Personal Data effective immediately on written notice to the NGC without further liability or obligation of the Client.
    • If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Main Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within 30 days, either party may terminate the Main Agreement on not less than 7 working days on written notice to the other party.
  1. Data return and destruction
  • At the Client’s request, the NGC will give the Client, or a third-party nominated in writing by the Client, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Client.
  • On termination of the Main Agreement for any reason or expiry of its term, the NGC will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any of the Personal Data related to this DPA in its possession or control, except for one copy that it may retain and use for the purpose of complying with legal obligations or for the purpose of assessing and defending legal claims.
  • If any law, regulation, or government or regulatory body requires the NGC to retain any documents, materials or Personal Data that the NGC would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.
  • The NGC will certify in writing to the Client that it has deleted or destroyed the Personal Data within 7 days after it completes the deletion or destruction.
  1. Records
  • The NGC will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, approved subcontractors, the processing purposes, categories of processing, and a general description of the technical and organisational security measures referred to in Clause 1 (Records).
  • The NGC will ensure that the Records are sufficient to enable the Client to verify the NGC’s compliance with its obligations under this DPA and the Data Protection Legislation and the NGC will provide the Client with copies of the Records upon request.
  • The Client and the NGC must review the information listed in the Annexes to this DPA at least once a year to confirm its current accuracy and update it when required to reflect current practices.
  1. Audit
  • At least once a year, the NGC will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this DPA, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.
  • On the Client’s written request, the NGC will make all of the relevant audit reports available to the Client for review. The Client will treat such audit reports as the NGC’s confidential information under the Main Agreement.
  • The NGC will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the NGC’s management.
  1. Warranties

 The NGC warrants and represents that:

    • its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
    • it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;
    • it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Main Agreement’s contracted services; and
    • considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing of Personal Data and the loss or damage to, the Personal Data, and ensure a level of security appropriate to:
  • the harm that might result from such accidental, unauthorised or unlawful processing and loss or damage;
  • the nature of the Personal Data protected; and
  • comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in Clause 1.
    • The Client warrants and represents that the NGC’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Client will comply with the Data Protection Legislation.
  1. Indemnification
  • The NGC agrees to indemnify, keep indemnified and defend at its own expense the Client against all costs, claims, damages or expenses incurred by the Client or for which the Client may become liable due to any failure by the NGC or its employees, subcontractors or agents to comply with any of its obligations under this DPA and/or the Data Protection Legislation.
  • Any limitation of liability set forth in the Main Agreement will not apply to this indemnity or reimbursement obligations.
  1. Notice
  • Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
  • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office;
  • sent by email to the email address of the Authorised Person (for the Client) and to privacy@nestlifestyle.co.uk (for the NGC).
    • Any notice shall be deemed to have been received:
  • if delivered by hand, at the time the notice is left at the proper address; or
  • if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second Business Day after posting; or
  • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
    • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

ANNEX A

Data Processing Purposes and Details

Subject matter of Processing: the provision of the services under the Main Agreement.

Duration of Processing: the term of the Main Agreement.

Nature of Processing: access, use, store, share personal data.

Business Purposes: processing for the purpose of performing the services as contemplated by the Main Agreement and as otherwise requested by the Client in relation thereto.

Personal Data Categories: names, addresses, telephone numbers, email addresses, bank account information, service charge information.

Data Subject Types: the Client’s staff and the Client’s customers (e.g. leaseholders/residents/hotel guests, as applicable dependent on the type of service provided).

Authorised Persons: the Client’s managing director(s).

ANNEX B

Security Measures

The NGC has put in place the following technical and organisational security measures:

  • physical access controls
  • system access controls
  • data access controls
  • data encryption
  • regular data backups
  • data segregation