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Order Processing Agreement Template for England and Wales

An Order Processing Agreement under English and Welsh law is a legally binding contract that establishes the terms and conditions for processing customer orders and associated data. It ensures compliance with UK GDPR and Data Protection Act 2018, defining responsibilities for data handling, security measures, and processing limitations. The agreement typically covers order management, data protection obligations, security requirements, and operational procedures for handling customer information.

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What is a Order Processing Agreement?

This Order Processing Agreement is designed for use when one party processes customer orders and related data on behalf of another party. It is essential for compliance with UK data protection laws, particularly the UK GDPR and Data Protection Act 2018. The agreement establishes clear responsibilities, security requirements, and operational procedures for handling customer data in the context of order processing. It is particularly relevant for businesses operating in England and Wales that outsource or provide order processing services.

What sections should be included in a Order Processing Agreement?

1. Parties: Identifies the contracting parties and their details

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Processing: Details of what data processing activities are covered

5. Processor Obligations: Core obligations of the data processor including compliance with UK GDPR and DPA 2018

6. Controller Instructions: How the controller will provide processing instructions and parameters

7. Security Measures: Required technical and organizational security measures to protect personal data

8. Term and Termination: Duration of the agreement and circumstances for termination

What sections are optional to include in a Order Processing Agreement?

1. Sub-processing: Terms and conditions for engaging sub-processors, including approval process and liability

2. International Transfers: Rules and safeguards for transferring data internationally outside the UK

3. Audit Rights: Controller's rights to audit processor's compliance and data processing activities

4. Consumer Rights Provisions: Additional provisions when processing involves B2C transactions under Consumer Rights Act 2015

What schedules should be included in a Order Processing Agreement?

1. Schedule 1 - Processing Activities: Detailed description of processing activities, including types of personal data and purposes

2. Schedule 2 - Security Measures: Detailed specification of technical and organizational security measures

3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors and their processing activities

4. Schedule 4 - Data Transfer Mechanisms: Details of international transfer safeguards and applicable mechanisms

5. Schedule 5 - Compliance Requirements: Specific compliance requirements under UK GDPR, DPA 2018, and other applicable regulations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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