Do You Need a Data Processing Agreement (DPA) for Your Document Sharing Tools?

Introduction: The hidden data processors in your toolkit

You're careful about GDPR, especially when handling documents containing personal data like contracts, proposals, or client information sheets. But have you considered the tools you use to manage and share these documents? Many online platforms, particularly document sharing tools with features like viewer analytics, might be acting as 'data processors' on your behalf, triggering specific GDPR obligations – namely, the need for a Data Processing Agreement (DPA).

This article explains what a DPA is, when you need one, and why it's crucial for tools handling your sensitive business documents.

What is a Data Processing Agreement (DPA)?

A Data Processing Agreement (DPA) is a legally binding contract required under GDPR between a data controller (that's usually your business, deciding why and how personal data is processed) and a data processor (a third-party vendor processing personal data on behalf of the controller).

The DPA outlines the specific rights and responsibilities of both parties regarding the processing of personal data. It ensures the processor handles the data according to the controller's instructions and meets GDPR's strict requirements for data protection and security. Think of it as the rulebook the vendor must follow when touching data you control. (GDPR fundamentals explained)

Controller vs. processor: Understanding the roles

• Data Controller: Your business is typically the controller when you collect personal data from clients, employees, or partners and decide how it will be used (e.g., for fulfilling a contract, providing a service, marketing).
• Data Processor: A vendor becomes a processor when they handle that personal data based on your instructions. Examples include:
  • Cloud storage providers hosting your files.
  • Email marketing services sending newsletters.
  • CRM platforms managing customer data.
  • Document sharing platforms that store, transmit, or analyze documents containing personal data.

When do you need a DPA for document sharing tools?

You likely need a DPA from your document sharing vendor if they perform actions that constitute 'processing' of personal data contained within the documents you upload or share. This is particularly relevant if the tool offers features like:

• Storage: The platform stores your documents containing names, emails, contract details, etc.
• Transmission: The platform facilitates the secure sending of these documents.
• Analytics: The platform tracks viewer activity, such as who opened a document, when, for how long, or from where. This involves processing data potentially linked to identifiable individuals. Even anonymized analytics might involve processing if the underlying data was initially personal.
• Other Processing: Features like e-signatures, automated workflows involving document data, or integrations that sync data could also qualify.

If your document sharing tool does more than act as a simple conduit (like basic encrypted transit where they cannot access content), and instead stores or analyzes the documents or associated metadata containing personal information, they are likely a data processor, and a DPA is mandatory under GDPR.

Why is a DPA crucial?

1. GDPR Compliance: Article 28 of GDPR explicitly requires a contract (like a DPA) between controllers and processors. Operating without one is a direct violation.
2. Accountability: The DPA demonstrates that you have conducted due diligence and established clear rules for how your vendor handles personal data, fulfilling your accountability obligations. (Key GDPR principles for businesses)
3. Security Assurance: A robust DPA details the security measures the processor must implement, giving you confidence that the data is protected adequately.
4. Liability Management: It clarifies responsibilities in case of a data breach or non-compliance, helping to define liability between you and the vendor.
5. Trust Signal: Choosing vendors who readily provide a comprehensive DPA signals their commitment to data protection and builds trust. Reputable providers understand their obligations and make their DPA easily accessible, often via their privacy policy or security pages.

What should a DPA cover?

A GDPR-compliant DPA typically specifies:

• The subject matter, duration, nature, and purpose of the processing.
• The types of personal data involved and the categories of data subjects.
• The obligations and rights of the controller (your business).
• The processor's obligations, including:
  • Processing data only on documented instructions from the controller.
  • Ensuring personnel involved are bound by confidentiality.
  • Implementing appropriate technical and organizational security measures.
  • Not engaging sub-processors without the controller's authorization (and ensuring sub-processors meet the same standards).
  • Assisting the controller with data subject rights requests (access, deletion, etc.).
  • Assisting the controller with breach notifications and data protection impact assessments.
  • Deleting or returning all personal data upon termination of services.
  • Making information available to demonstrate compliance (audits, inspections).

Choosing a compliant document sharing tool

When evaluating document sharing platforms, prioritize those that:

• Are GDPR Compliant: They should clearly state their commitment to GDPR.
• Provide a DPA: They must offer a readily available, comprehensive DPA that meets GDPR requirements.
• Implement Strong Security: Look for encryption, robust access controls, audit logs, etc.
• Are Transparent: They should be clear about their data handling practices in their privacy policy.

Conclusion: DPAs are non-negotiable for data processors

If your document sharing tool stores or analyzes documents containing personal data, especially through features like viewer analytics, they are acting as a data processor under GDPR. This means obtaining a Data Processing Agreement (DPA) from them isn't optional – it's a fundamental requirement for compliance.

Choosing vendors like Papermark, who understand these obligations and provide a clear DPA alongside robust security features, is essential for protecting your data, meeting your regulatory duties, and building trust in the digital age. (Avoid common GDPR document sharing mistakes)

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Ensure your document sharing practices are fully compliant.

Verify that your vendors provide a GDPR-compliant DPA. Papermark meets these requirements, offering secure document sharing with the necessary legal safeguards.

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