Login Request a Demo
Login Request a Demo

DATABOOK GDPR DATA PROCESSING ADDENDUM

This GDPR DATA PROCESSING ADDENDUM (“Addendum“) forms part of the Cloud Services Agreement (“Principal Agreement“) between: (i) Databook Labs, Inc. (“Vendor“) acting on its own behalf and as agent for each Vendor Affiliate; and (ii) (“Company” and also “Customer”) acting on its own behalf and as agent for each Company Affiliate.  This Addendum shall be effective as of the effective date of the Principal Agreement.

 

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Principal Agreement. Except where the context requires otherwise, references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.

 

1. Definitions

1.1  In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

  • 1.1.1 “Applicable Laws” means (a) European Union or Member State laws with respect to any Company Personal Data in respect of which any Company Group Member is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Company Personal Data in respect of which any Company Group Member is subject to any other Data Protection Laws; and (c) European Union or Member State laws with respect to any Vendor-Supplied Data in respect of which any Company Group Member or Vendor Group Member is subject to EU Data Protection Laws; and (d) any other applicable law with respect to any Vendor-Supplied Data in respect of which any Company Group Member or Vendor Group Member is subject to any other Data Protection Laws.
  • 1.1.2 “Company Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
  • 1.1.3 “Company Group Member” means Company or any Company Affiliate.
  • 1.1.4 “Company Personal Data” means any Personal Data Processed by a Contracted Processor pursuant to or in connection with the Principal Agreement, including, without limitation, Personal Data of Company customers.
  • 1.1.5 “Contracted Processor” means Vendor or a Subprocessor.
  • 1.1.6 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
  • 1.1.7 “EEA” means the European Economic Area.
  • 1.1.8 “EU Data Protection Laws” means the laws and regulations of the European Union, the EEA, and/or their members states, Switzerland, and/or the United Kingdom, as applicable to the processing of Company Personal Data under this Addendum, including as applicable, the GDPR.
  • 1.1.9 “GDPR” means EU General Data Protection Regulation 2016/679.
  • 1.1.10 “Restricted Transfer” means:
    • 1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or
    • 1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted 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) in the absence of the Standard Contractual Clauses to be established under section 12 below,
      • for the avoidance of doubt, (a) where a transfer of Personal Data is of a type authorized by Data Protection Laws in the exporting country, for example in the case of transfers from within the European Union to a country (such as Switzerland) or scheme (such as the US Privacy Shield) which is approved by the European Commission as ensuring an adequate level of protection or any transfer which falls within a permitted derogation, such transfer shall not be a Restricted Transfer, and (b) transfers of Personal Data from the United Kingdom to third countries that have not been deemed to provide an adequate level of protection of Personal Data by the United Kingdom Information Commissioner’s Office shall not be considered Restricted Transfers, and shall be subject to the provisions set forth in Section 12.5 of this Addendum.
  • 1.1.11 “Services” means the services and other activities to be supplied to or carried out by or on behalf of Vendor for Company Group Members pursuant to the Principal Agreement.
  • 1.1.12 “Standard Contractual Clauses” means Module 2 of the contractual clauses set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, amended as indicated in Section 12.3 of this DPA.
  • 1.1.13 “Subprocessor” means any person (including any third party and any Vendor Affiliate, but excluding an employee of Vendor or any of its subcontractors) appointed by or on behalf of Vendor or any Vendor Affiliate to Process Personal Data on behalf of any Company Group Member in connection with the Principal Agreement.
  • 1.1.14 “U.K. GDPR” means 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 (General Data Protection Regulation) (United Kingdom General Data Protection Regulation), as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (and see section 205(4)).
  • 1.1.15 “U.K. Standard Contractual Clauses” means the International Data Transfer Addendum to the E.U. Standard Contractual Clauses issued by the United Kingdom Information Commissioner’s Office and laid before the Parliament of the United Kingdom in accordance with Section 119A of the Data Protection Act 2018 on 2 February 2022, as it is revised herein.
  • 1.1.16 “Vendor Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Vendor, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
  • 1.1.17 “Vendor Group Member” means Vendor or any Vendor Affiliate.
  • 1.1.18 “Vendor-Supplied Data” means Personal Data provided by Vendor or any Vendor Affiliate to any Company Group Member as part of the Services, but does not include any User Data or Company Personal Data.

1.2 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.

1.3 The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2. Authority

Vendor warrants and represents that, before any Vendor Affiliate Processes any Company Personal Data on behalf of any Company Group Member, Vendor’s entry into this Addendum as agent for and on behalf of that Vendor Affiliate will have been duly and effectively authorised (or subsequently ratified) by that Vendor Affiliate.

3. Processing of Company Personal Data

3.1 Vendor and each Vendor Affiliate shall not Process Company Personal Data other than on the relevant Company Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Vendor or the relevant Vendor Affiliate shall to the extent permitted by Applicable Laws inform the relevant Company Group Member of that legal requirement before the relevant Processing of that Personal Data.

3.2 Each Company Group Member:

  • 3.2.1 instructs Vendor and each Vendor Affiliate (and authorizes Vendor and each Vendor Affiliate to instruct each Subprocessor) to:
    • 3.2.1.1 Process Company Personal Data; and
    • 3.2.1.2 in particular, transfer Company Personal Data to any country or territory, as reasonably necessary for the provision of the Services subject at all times to the Principal Agreement; and
  • 3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instruction set out in section 3.2.1 on behalf of each relevant Company Affiliate.

3.3 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors’ Processing of the Company Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Company may make reasonable amendments to Annex 1 by written notice to Vendor from time to time as Company reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this section 3.3) confers any right or imposes any obligation on any party to this Addendum.

4. Vendor and Vendor Affiliate Personnel

Vendor and each Vendor Affiliate shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the 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.

5. Security

5.1 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, Vendor and each Vendor Affiliate shall in relation to the Company Personal Data implement appropriate technical and organizational 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.

5.2 In assessing the appropriate level of security, Vendor and each Vendor Affiliate shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

6. Subprocessing

6.1 Each Company Group Member authorizes Vendor and each Vendor Affiliate to appoint (and permit each Subprocessor appointed in accordance with this section 6 to appoint) Subprocessors in accordance with this section 6 and any restrictions in the Principal Agreement.

6.2 Vendor and each Vendor Affiliate may continue to use those Subprocessors already engaged by Vendor or any Vendor Affiliate as at the date of this Addendum, subject to Vendor and each Vendor Affiliate in each case as soon as practicable meeting the obligations set out in section 6.4.

6.3 Vendor shall keep a list of its then-current Subprocessors on its website at the following URL: https://databook.com/service-providers/ (the “Subprocessor List”).  The Subprocessor List will be updated from time-to-time as new Subprocessors are engaged by Vendor.  The Subprocessor List will have instructions on how to sign up for notifications when any changes are made to the Subprocessor List.  If, within 5 days of Vendor’s updating the Subprocessor List with a new Subprocessor, Company notifies Vendor in writing of any objections (on reasonable grounds relating to data protection) to the new proposed appointment:

  • 6.3.1 Vendor shall work with Company in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and
  • 6.3.2 where such a change cannot be made within 30 days from Vendor’s receipt of Company’s notice, notwithstanding anything in the Principal Agreement, Company may by written notice to Vendor with immediate effect terminate the Principal Agreement to the extent that it relates to the Services which require the use of the proposed Subprocessor.

6.4 With respect to each Subprocessor, Vendor or the relevant Vendor Affiliate shall:

  • 6.4.1 Ensure that each Subprocessor performs the obligations under sections 3.1, 4, 5, 7, 8, 9, 11.1, and 12, as they apply to Processing of Company Personal Data carried out by that Subprocessor, as if it were party to this Addendum in place of Vendor. Vendor and each Vendor Affiliate shall be responsible for any breach of the Principal Agreement and this Addendum by any Subprocessor as if the action or inaction was taken or not taken by Vendor.

7. Data Subject Rights

7.1 Taking into account the nature of the Processing, Vendor and each Vendor Affiliate shall assist each Company Group Member by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company Group Members’ obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

7.2 Vendor shall:

  • 7.2.1 promptly notify Company if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
  • 7.2.2 ensure that the Contracted Processor does not respond to that request except on the documented instructions of Company or the relevant Company Affiliate or as required by Applicable Laws to which the Contracted Processor is subject, in which case Vendor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

8. Personal Data Breach

8.1 Vendor shall notify Company without undue delay (and in any event within 48 hours) upon Vendor or any Subprocessor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow each Company Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Such notification shall as a minimum:

  • 8.1.1 describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;
  • 8.1.2 communicate the name and contact details of Vendor’s data protection officer or other relevant contact from whom more information may be obtained;
  • 8.1.3 describe the likely consequences of the Personal Data Breach; and
  • 8.1.4 describe the measures taken or proposed to be taken to address the Personal Data Breach.

8.2 Vendor shall cooperate with Company and each Company Group Member and take such reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Data Protection Impact Assessment and Prior Consultation

Vendor and each Vendor Affiliate shall provide reasonable assistance to each Company Group Member with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required of any Company Group Member 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.

10. Deletion or return of Company Personal Data

10.1 Subject to sections 10.2 and 10.3 Vendor and each Vendor Affiliate shall promptly and in any event within 30 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. “Delete” means to remove or obliterate Personal Data such that it cannot be recovered or reconstructed.

10.2 In addition, within 30 days of the Cessation Date, Vendor and each Vendor Affiliate shall (a) if requested by the Company, return a complete copy of all Company Personal Data to Company by secure file transfer in such format as is reasonably notified by Company to Vendor; and (b) delete and procure the deletion of all other copies of Company Personal Data Processed by any Contracted Processor.

10.3 Each Contracted Processor may retain Company Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Vendor and each Vendor Affiliate shall ensure the confidentiality of all such Company Personal Data and shall ensure that such Company Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

10.4 Except when a sooner date is necessitated by the exercise of Data Subject request, Vendor shall provide written certification to Company that it and each Vendor Affiliate has fully complied with this section 10 within 180 days of the Cessation Date.

11. Audit rights

11.1 Subject to section 11.2 and confidentiality obligations set forth in the Principal Agreement, Vendor and each Vendor Affiliate shall make available to each Company Group Member on request all information necessary to demonstrate compliance with this Addendum, including the results of any relevant data protection audits conducted by or on behalf of Vendor or Vendor Affiliates.  To the extent Company requires additional information beyond the foregoing in order to comply with the requirements of Data Protection Law, Vendor and each Vendor Affiliate shall allow for and contribute to audits, including inspections, by any Company Group Member or an auditor mandated by any Company Group Member in relation to the Processing of the Company Personal Data by the Contracted Processors.  Such audits shall be limited to Vendor and Vendor Affiliate architecture, systems, and procedures relevant to the protection of Company Personal Data that are controlled by Vendor and Vendor Affiliates.  Company shall reimburse Vendor and each Vendor Affiliate for any time expended by Vendor or Vendor Affiliates for such audit, based on Vendor and Vendor Affiliates’ reasonable costs.  Before the commencement of such an audit, Company and Vendor (or Vendor Affiliate, as applicable) will mutually agree on the scope, timing, and duration of any audit, as well as applicable fees to be charged to the Company with respect to such audit.  Vendor (or Vendor Affiliate, as applicable) shall have the right to approve or reject, in reasonable good faith, the personnel or auditor conducting any audit.  Company Group Members, in the aggregate, may perform no more than one audit per calendar year.

11.2 Audit rights conditions. Information and audit rights of the Company Group Members only arise under section 11.1 to the extent that the Principal Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

12. Restricted Transfers

12.1 Subject to section 12.4, each Company Group Member (as “data exporter”) and each Contracted Processor, as appropriate, (as “data importer”) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Company Group Member to that Contracted Processor, with amendments as reflected in Section 12.3.

12.2 The Standard Contractual Clauses shall come into effect under section 12.1 on the later of:

  • the data exporter becoming a party to them;
  • the data importer becoming a party to them; and
  • commencement of the relevant Restricted Transfer.

12.3 The Standard Contractual Clauses will apply in the following manner:

  • 12.3.1 In Clause 7, the optional docking clause will not apply.
  • 12.3.2 In Clause 9(a), Option 2 will apply, and the time period for notice of Subprocessor changes will be as set forth in Section 6 (Subprocessing) of this Addendum.
  • 12.3.3 In Clause 11, the optional language will not apply.
  • 12.3.4 In Clause 17, Option 1 will apply, and the Governing Law is the law of Ireland.
  • 12.3.5 In Clause 18(b), disputes will be resolved before the courts of Ireland.
  • 12.3.6 In Annex 1, Part A:
    • Data Exporter: Each Company Group Member.
    • Contact Details: Company’s email address, or the email address(es) for which Company elects to receive privacy communications.
    • Data Exporter Role: The Data Exporter’s role is that of Controller.
    • Signature & Date: By entering into this DPA, Data Exporter is deemed to have signed the EU Standard Contractual Clauses (Module 2) incorporated herein, including their Annexes, as amended in this Section 12.3, as of the date of this DPA.
    • Data Importer: Databook Labs, Inc.
    • Contact Details: 228 Hamilton Ave. 3rd Floor, Palo Alto, CA, 94301, 650-451-7815.
    • Data Importer Role: The Data Importer’s role is that of Processor.
    • Signature & Date: By entering into this DPA, Data Importer is deemed to have signed the EU Standard Contractual Clauses (Module 2) incorporated herein, including their Annexes, as amended in this Section 12.3, as of the date of this DPA.
  • 12.3.7 In Annex I, Part B:
    • The categories of Data Subjects are Personal Data that data exporter may submit to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
      • Employees, agents, advisors, contractors, or any user authorised by the data exporter to use the Service (who are natural persons).
      • Employees or contact persons of data exporter customers, business partners, and vendors (if the data exporter or its agents choose to make this information available to the data importer).
    • The categories of personal data transferred are Personal Data that data exporter may submit to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of personal data:
      • First and last name.
      • Business contact information (company email).
      • Position.
      • Name of employer.
      • Technical data (e.g., IP address, device type, operating system).
    • The data exporter may not transmit Sensitive Data to the Service.
    • The frequency of the transfer is a continuous basis for the duration of the DPA.
    • The nature of the processing, the purpose of the processing, and the period of the processing are as described in Annex 1 to this DPA.
    • For transfers to Subprocessors, the subject matter of the processing is as follows: Name, job title, employer name, work email, and profile picture.
    • For transfers to Subprocessors, the nature of the processing is processing that is necessary to provide the Services to Company pursuant to and in accordance with the Principal Agreement and SOWs.
    • For transfers to Subprocessors, the duration of the processing is for the duration of the DPA.
  • 12.3.8 In Annex I, Part C, the competent Supervisory Authority is the Irish Data Protection Commissioner Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland, Phone +353 57 868 4757, Fax: +353 57 868 4757, Email: info@dataprotection.ie.
  • 12.3.9 Annex 2 to this DPA serves as Annex II to the EU Standard Contractual Clauses.

12.4 Section 12.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.

12.5 Vendor warrants and represents that, before the commencement of any Restricted Transfer to a Subprocessor which is not a Vendor Affiliate, Vendor’s or the relevant Vendor Affiliate’s entry into the Standard Contractual Clauses under section 12.1, and agreement to variations to those Standard Contractual Clauses made under section 12.3, as agent for and on behalf of that Subprocessor will have been duly and effectively authorized (or subsequently ratified) by that Subprocessor.

12.6 U.K. Standard Contractual Clauses: For data transfers from the United Kingdom to a country that has not been deemed by the United Kingdom Information Commissioner’s Office to provide an adequate level of protection of Personal Data pursuant to Article 45 of the U.K. GDPR, the U.K. Standard Contractual Clauses will apply. For data transfers from the United Kingdom that are subject to the U.K. Standard Contractual Clauses, the U.K. Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

  • 12.6.1 In Table 1 of the U.K. Standard Contractual Clauses, the parties’ details and key contact information is located in Annex 1(A) (List of Parties) to the Standard Contractual Clauses that are set forth in Section 12.3.5 to this Addendum.
  • 12.6.2 In Table 2 of the U.K. Standard Contractual Clauses, information about the version of the approved EU Standard Contractual Clauses, modules, and selected clauses which these U.K. Standard Contractual Clauses are appended is located in Sections 1.1.2 and 12.3 to this Addendum.
  • 12.6.3 In Table 3 of the U.K. Standard Contractual Clauses:
    • 12.6.3.1 The list of Parties is located in Annex 1(A) (List of Parties) to the Standard Contractual Clauses that are set forth in Section 12.3.5 to this Addendum.
    • 12.6.3.2 The description of the transfer is set forth in Annex 1 to this Addendum.
    • 12.6.3.3 Annex II is located in Annex 1 to this Addendum.
    • 12.6.3.4 The list of Subprocessors is located at https://databook.com/service-providers/.
  • 12.6.4 In Table 3 of the U.K. Standard Contractual Clauses, both the Importer and the Exporter may end the U.K. Standard Contractual Clauses in accordance with the terms of the U.K. Standard Contractual Clauses.

13. Vendor-Supplied Data

13.1 Pursuant to the Principal Agreement and as a part of the Services, Vendor or any Vendor Affiliate may provide Vendor-Supplied Data to any Company Group Member. Subject to the terms of the Principal Agreement, Vendor (or its Affiliate) and the applicable Company Group Member shall be deemed Controllers of such Vendor-Supplied Data. Vendor’s collection and Processing of Vendor-Supplied Data is performed for the purpose of supplying such data to customers as part of the Services. Company Group Member is seeking to obtain Vendor-Supplied Data and Process the same for its internal business purposes and not for the purpose of transferring such data to third parties.

13.2 The parties hereto shall each be responsible for complying with Applicable Law with respect to the Vendor-Supplied Data. The Vendor-Supplied Data shall not be used or Processed for any purpose other than as set forth in this Agreement or the Principal Agreement. Such Processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data.

13.3 Representations and Warranties

  • 13.3.1 Vendor represents and warrants that it, and its Affiliates, will comply with Applicable Law, including GDPR, where applicable, in the collection and transfer of Vendor-Supplied Data, to the extent such data involves EEA Data Subjects.
  • 13.3.2 Company represents and warrants that it, and its Affiliates, will comply with Applicable Law, including GDPR, where applicable, in the use, Processing, and transfer of Vendor-Supplied Data.

13.4 Data Quality

  • 13.4.1 As between Vendor and the Company, Vendor shall be responsible for ensuring the accuracy of Vendor-Supplied Data, as under applicable law.
  • 13.4.2 Where either Party becomes aware of inaccuracies in Vendor-Supplied Data, they will notify the other Party.

13.5 Data Subject Requests

  • 13.5.1 The Parties shall each designate a single point of contact for any requests by a Data Subject to exercise rights with respect to such Data Subject’s Personal Data, including, without limitation, those rights set forth in Articles 13 and 14 of GDPR, as pertains to Vendor-Supplied Data (“Subject Access Requests”). The Parties agree that the responsibility for complying with a Subject Access Request falls to the Party receiving the Subject Access Request in respect of the Vendor-Supplied Data held by that Party.
  • 13.5.2 Each Party shall promptly inform the other Party should such Party receive a Subject Access Request with respect to Vendor-Supplied Data. Further, each Party shall provide reasonable and prompt assistance as is necessary to each other to enable them to comply with Subject Access Requests and to respond to any other queries or complaints from Data Subjects with respect to Vendor-Supplied Personal Data.

13.6 Security

  • 13.6.1 Each Party shall be solely responsible for complying with any security obligations under Applicable Law with respect to Vendor-Supplied Data in such Party’s possession, custody, or control. Notwithstanding the foregoing, Company shall be solely responsible for any and all security measures to prevent the sharing or dissemination of Company Group Member usernames and passwords for access to Vendor’s services, as well as security measures with respect to Company Group Members’ computer systems that would allow third parties to gain access to Vendor’s services through any Company Group Member system or account.

13.7 Personal Data Breach

  • 13.7.1 Each Party shall notify the other without delay regarding any Personal Data Breach relating to Vendor-Supplied Data. Such notification shall include all information set forth in Section 8.1. The Parties shall cooperate and take such reasonable commercial steps as are directed by the other Party to assist in the investigation, mitigation, and remediation of each such Personal Data Breach with respect to Vendor-Supplied Data.
  • 13.7.2 The Parties each represent and warrant that they will comply with Applicable Law with respect to a Personal Data Breach involving Vendor-Supplied Data.

14. GENERAL TERMS

Governing Law and Jurisdiction

14.1 Without prejudice to clauses 17 (Governing Law) and 18 (Choice of Forum and Jurisdiction) of the Standard Contractual Clauses:

  • 14.1.1 the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
  • 14.1.2 this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.

Order of Precedence

14.2 Nothing in this Addendum reduces Vendor’s or any Vendor Affiliate’s obligations under the Principal Agreement in relation to the protection of Personal Data or permits Vendor or any Vendor Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Principal Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

14.3 Subject to section 13.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

Changes in Data Protection Laws, etc.

14.4 Company may:

  • 14.4.1 by at least 30 (thirty) calendar days’ written notice to Vendor from time to time make any variations to the Standard Contractual Clauses (including any Standard Contractual Clauses entered into under section 12.1), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and
  • 14.4.2 propose any other variations to this Addendum which Company reasonably considers to be necessary to address the requirements of any Data Protection Law.

14.5 If Company gives notice under section 14.4.1:

  • 14.5.1 Vendor and each Vendor Affiliate shall promptly co-operate (and ensure that any affected Subprocessors promptly co-operate) to ensure that equivalent variations are made to any agreement put in place under section 6.4.3; and
  • 14.5.2 Company shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by Vendor to protect the Contracted Processors against additional risks associated with the variations made under section 13.4.1 and/or 13.5.1.

14.6 If Company gives notice under section 13.4.2, the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Company’s notice as soon as is reasonably practicable.

14.7 Neither Company nor Vendor shall require the consent or approval of any Company Affiliate or Vendor Affiliate to amend this Addendum pursuant to this section 13.5 or otherwise.

Severance

14.8 Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Termination

14.9 Company may immediately terminate this Addendum upon a breach by Vendor, Vendor Affiliate or Subprocessor of this Addendum or the data protection or security provisions of the Agreement. Upon any such termination, Company shall be entitled to a pro-rata refund of any Services pre-paid but unused as of the date of such termination.

IN WITNESS WHEREOF, this Addendum is entered into and becomes a binding part of the Principal Agreement with effect from the date first set out above.

ANNEX 1: DETAILS OF PROCESSING OF COMPANY PERSONAL DATA

This Annex 1 includes certain details of the Processing of Company Personal Data as required by Article 28(3) GDPR.

  1. Subject matter and duration of the Processing of Company Personal Data
    The subject matter and duration of the Processing of the Company Personal Data are set out in the Principal Agreement and this Addendum.
  2. The nature and purpose of the Processing of Company Personal Data
    The objective of Processing of Personal Data by the data importer is the performance of the Service pursuant to the Principal Agreement.
  3. The types of Company Personal Data to be Processed
    Company Group Members may submit Personal Data to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of personal data:
    – First and last name
    – Business contact information (company email)
    – Role / job title
    – Name of employer
    – Technical data (e.g., IP address, device type, operating system)
  4. The categories of Data Subject to whom the Company Personal Data relates
    Company Group Members may submit Personal Data to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
    – Employees, agents, advisors, contractors, or any user authorised by the data exporter to use the Service (who are natural persons)
    – Employees or contact persons of data exporter customers, business partners, and vendors (if the data exporter or its agents choose to make this information available to the data importer)
  5. The obligations and rights of Company and Company Affiliates
    The obligations and rights of Company and Company Affiliates are set out in the Principal Agreement and this Addendum.

ANNEX 2: TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

  • Physical Access Controls: data importer shall take reasonable measures to prevent physical access, such as secured buildings, to prevent unauthorised persons from gaining access to personal data.
  • System Access Controls: data importer shall take reasonable measures to prevent personal data from being used without authorization. These controls shall vary based on the nature of the processing undertaken and may include, among other controls, authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes and/or, logging of access on several levels.
  • Data Access Controls: data importer shall take reasonable measures to provide that personal data is accessible and manageable only by properly authorised staff, direct database query access is restricted and application access rights are established and enforced to ensure that persons entitled to use a data processing system only have access to the personal data to which they have privilege of access; and, that personal data cannot be read, copied, modified or removed without authorization in the course of processing. Data importer shall encrypt all User Data including all personal data at rest and in motion.
  • In addition to the access control rules set forth in Sections 1-3 above, data importer implements an access policy under which access to its system environment, to personal data and other data by authorised personnel only.
  • Transmission Controls: data importer shall take reasonable measures to ensure that it is possible to check and establish to which entities the transfer of personal data by means of data transmission facilities is envisaged so personal data cannot be read, copied, modified or removed without authorization during electronic transmission or transport.
  • Input Controls: data importer shall take reasonable measures to provide that it is possible to check and establish whether and by whom personal data has been entered into data processing systems, modified or removed. Data importer shall take reasonable measures to ensure that (i) the personal data source is under the control of data exporter; and (ii) personal data integrated into data importer’s systems is managed by secured file transfer from the data importer and data subject.
  • Data Backup: data importer shall ensure that back-ups are taken on a regular basis, are secured, and encrypted when storing personal data to protect against accidental destruction or loss when hosted by data importer.
  • Logical Separation: data importer shall ensure that data from data exporter is logically segregated on data importer’s systems to ensure that personal data that is collected for different purposes may be processed separately.