Adopted March 2019. Amended July 2019.

(A) Your company acts as a Data Controller (the “Controller”).
(B) Your company wishes to subcontract certain Services (as defined below), which imply the processing of personal data, to MI Capital Research Ltd, acting as a Data Processor (the “Processor”).
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
It is agreed as follows:

  1. Definitions and Interpretation
    1. Unless otherwise defined herein, capitalised terms and expressions used in this DPA shall have the following meaning:
      1. “Company Personal Data” means any Personal Data Processed by a Contracted Processor on Controller’s behalf pursuant to or in connection with the Principal Agreement;
      2. “Contracted Processor” means a Sub-processor;
      3. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
      4. “EEA” means the European Economic Area;
      5. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
      6. “GDPR” means EU General Data Protection Regulation 2016/679;
      7. “Data Transfer” means:
        1. a transfer of Company Personal Data from Controller to a Contracted Processor; or
        2. an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted 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);

      8. “Services” means our Client Reporting Services. The Service is described more in detail in Schedule 1.
      9. “Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection with the Agreement.
      10. Terms not defined herein shall have the meaning as set forth in the Principal Agreement.
    2. The terms, “Commission“, “Controller“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
    3. The term of this Agreement shall follow the term of the Principal Agreement.
  2. Processing of Company Personal Data
    1. Processor shall:
      1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
      2. not process Company Personal Data other than on Controller’s documented instructions.
    2. Controller instructs Processor to process Company Personal Data to provide the Services and related support.
  3. Processor Personnel
    1. Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company 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
    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 Company Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
    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
    1. Processor shall appoint a Sub-processor to ensure the appropriate level of security.
    2. Processor shall notify Controller if the appointed Sub-processor changes.
  6. Data Subject Rights
    1. Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
    2. Processor shall:
      1. promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
      2. ensure that it does not respond to that request except on the documented instructions of Controller 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 Controller of that legal requirement before the Contracted Processor responds to the request.
  7. Personal Data Breach
    1. Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
    2. Processor shall co-operate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  8. Data Protection Impact Assessment and Prior Consultation
    1. Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
  9. Deletion or return of Company Personal Data
    1. Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
    2. Processor shall provide written certification to Controller that it has fully complied with this section 9 within 10 business days of the Cessation Date.
  10. Audit rights
    1. Subject to this section 10, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Company Personal Data by the Contracted Processors.
    2. Information and audit rights of Controller 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
    1. The Processor may not transfer or authorise the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of Controller. 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.
  12. General Terms
    1. Confidentiality. Each Party must keep any 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:
      1. disclosure is required by law;
      2. the relevant information is already in the public domain.
    2. Notices. All notices and communications given under this Agreement must be in writing and will be sent by email. Controller shall be notified by email sent to the address related to its use of the Service under the Principal Agreement. Processor shall be notified by email sent to the address:
  13. Governing Law and Jurisdiction
    1. This Agreement is governed by Swiss law.
    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 England & Wales.

Schedule 1: Service Description 

The Service offered by MICAP is our Client Reporting Services.

Advisers subscribing to MICAP’s Client Reporting Services can access up-to-date valuations on all of their clients’ tax advantaged investments in one place. Advisers can see a summary of all of their clients’ tax advantaged investments in one place, including donut charts to show portfolio breakdown and the ability to see the values of individual holdings.

Advisers can also generate client-friendly and high-quality individual client reports including graphical representations and tabulated data of their clients’ tax advantaged investments.

Schedule 2: Data Security

In addition to the information provided elsewhere in the Agreement, the Parties wish to document that the Sub-processor appointed by MICAP for data hosting is The Bunker. All client data will be hosted in The Bunker’s ultra-secure infrastructure

The Bunker (IMS) networks and systems are located at the company sites in Ash (Kent) and Newbury (Berkshire). Within the ex-MOD facilities, they offer tailored Co-location Services that meet multiple compliance standards including ISO27001, PCI DSS and IGGSOC. Both facilities are ex-military establishments used by the MOD and the US air force, as command and control centres during the cold war.

Live Hosting Site Details:

  • Data centre facility – deemed ultra-secure
  • Ex – mod nuclear bunker ultra secure data centre
  • 24/7 – 365  manned security with guard dogs
  • Monitored infrared CCTV within the complex
  • Strict control to any site access
  • 30m under ground ~ 3m thick walls ~ solid steel doors
  • Independent site power generators
  • Climate controlled environment
  • EMP (electro magnetic pulse) shield
  • Fire detection and suppression systems to all racks
  • Motion capture alert cameras
  • MOD trained guard dogs
  • Military electro magnetic pulse protection
  • Tempest RFI intrusion protection
  • 24 hour sentry
  • Sophisticated access controls
  • No unescorted access
  • Bunker (live / DR) sites outside London m25

Both facilities are also outside the high-risk London zones. In addition to the multiple onsite ISPs, carriers and telcos, the sites are connected to each other and the Internet by our own MPLS enabled, fully resilient, redundant, multi-homed gigabit network. The data centres have technical and security staff on site 24/7/365 to manage the varying needs of their growing client base, which includes some of the most security conscious organisations in the world. All client visits to site are strictly monitored.