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ClickGUARD
Data Processing Agreement

Effective Date: September 1st, 2020

Overview

This Data Processing Agreement (“DPA”) reflects the requirements of the European Data Protection Regulation (“GDPR”). ClickGUARD´s services (“Services”) offered in the European Union are GDPR ready and this DPA provides you as a customer ("Customer") with the necessary documentation on this readiness. The DPA is an addendum to the Terms of Service (“Terms”) between ClickGUARD, LLC (“ClickGUARD”) and the Customer. All capitalized terms not defined in this DPA shall have the meanings set forth in the Terms. Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates (defined below).

The parties agree as follows:

1. Definitions

1.1. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.

1.2. “Alternative Transfer Solution” means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with Data Protection Law.

1.3. “Authorized Affiliate” means any of Customer Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Terms.

1.4. “Control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term “Controlled” shall be construed accordingly.

1.5. “Controller” means an entity that determines the purposes and means of the processing of Personal Data.

1.6. “Customer Data” means any data that ClickGUARD and/or its Affiliates processes on behalf of Customer in the course of providing the Services under the Terms.

1.7. “Data Protection Laws” means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Terms, including, where applicable, Regulation 2016/679 of the European Parliament and of the Council 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) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (in each case, as may be amended, superseded or replaced); (iii) the Federal Data Protection Act of 19 June 1992 (Switzerland); (iv) EU or EU Member State law; (v) the law of the UK or a part of the UK; and the GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.

1.8. “Personal Data” means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Law.

1.9. "Model Contract Clauses" mean standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the EU GDPR and set out at Appendix 1.

1.10. “Processor” means an entity that processes Personal Data on behalf of the Controller.

1.11. “Processing” has the meaning given to it in the GDPR and “process”, “processes” and “processed” shall be interpreted accordingly.

1.12. “Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.

1.13. “Services” means any product or service provided by ClickGUARD to Customer pursuant to and as more particularly described in the Terms.

1.14. “Sub-processor” means any Processor engaged by ClickGUARD or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Terms or this DPA. Sub-processors may include third parties or any ClickGUARD Affiliate.

2. Scope and Applicability of this DPA

2.1 Application

This DPA applies where and only to the extent that ClickGUARD processes Personal Data on behalf of the Customer in the course of providing the Services and such Personal Data is subject to Data Protection Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom. The parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

2.2 Role of the Parties

As between ClickGUARD and Customer, Customer is the Controller of Personal Data and ClickGUARD shall process Personal Data only as a Processor on behalf of Customer. Nothing in the Terms or this DPA shall prevent ClickGUARD from using or sharing any data that ClickGUARD would otherwise collect and process independently of Customer’s use of the Services.

2.3 Customer Obligations

Customer agrees that (i) it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to ClickGUARD; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for ClickGUARD to process Personal Data and provide the Services pursuant to the Terms and this DPA.

2.4 ClickGUARD Processing of Personal Data

As a Processor, ClickGUARD shall process Personal Data only for the following purposes: (i) processing to perform the Services in accordance with the Terms; (ii) processing to perform any steps necessary for the performance of the Terms; and (iii) to comply with other reasonable instructions provided by Customer to the extent they are consistent with the terms of this Terms and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Terms set out the Customer’s complete and final instructions to ClickGUARD in relation to the processing of Personal Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and ClickGUARD.

2.5 Nature of the Data

ClickGUARD handles Customer Data provided by Customer. Such Customer Data may contain special categories of data depending on how the Services are used by Customer. The Customer Data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Customer; (ii) to provide customer and technical support to Customer; and (iii) disclosures as required by law or otherwise set forth in the Terms.

2.6 ClickGUARD Data

Notwithstanding anything to the contrary in the Terms (including this DPA), Customer acknowledges that ClickGUARD shall have a right to use and disclose data relating to and/or obtained in connection with the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered personal data under Data Protection Laws, ClickGUARD is the Controller of such data and accordingly shall process such data in compliance with Data Protection Laws.

3. Sub-processing

ClickGUARD uses certain third party sub-processors, subcontractors and content delivery networks to assist it in providing the Services as described in the Terms.

Prior to engaging any third party sub-processor, ClickGUARD performs diligence to evaluate their privacy, security and confidentiality practices, and executes an agreement implementing its applicable obligations.

3.1 Authorized Sub-processors

Customer agrees that ClickGUARD may engage Sub-processors to process Personal Data on Customer’s behalf. The Sub-processors currently engaged by ClickGUARD and authorized by Customer are:

1) Google LLC, United States
2) Amazon Web Services, Inc, United States
3) Cloudflare, Inc, United States
4) Stripe, Inc, United States
5) Neutrino API, New Zealand
6) Eris Networks S.A.S, France


If Customer has entered into the Model Contract Clauses, the above authorizations constitute Customer’s prior written consent to the subcontracting by ClickGUARD of the processing of Customer Data.

3.2 Sub-processor Obligations

ClickGUARD shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Personal Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause ClickGUARD to breach any of its obligations under this DPA.

The Sub-processor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the DPA and the Model Contract Clauses or Alternative Transfer Solution; and if the GDPR applies to the processing of Customer Personal Data, the data protection obligations described in Article 28(3) of the GDPR, as described in the DPA, are imposed on the Subprocessor.

3.3 Changes to Sub-processors

ClickGUARD shall update this DPA if it adds or removes Sub-processors. Customers are advised to occasionally re-visit the DPA to check for changes.

3.4 Objection to Sub-processors

Customer may object in writing to ClickGUARD’s appointment of a new Sub-processor on reasonable grounds relating to data protection by notifying ClickGUARD. Such notice shall explain the reasonable grounds for the objection. In such event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If this is not possible, either party may terminate the applicable Services that cannot be provided by ClickGUARD without the use of the objected-to-new Sub-processor.

4. Security

4.1 Security Measures

ClickGUARD shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from Security Incidents and to preserve the security and confidentiality of the Personal Data, in accordance with ClickGUARD’s security standards described in ClickGUARD’s Security Policy.

4.2 Confidentiality of Processing

ClickGUARD shall ensure that any person who is authorized by ClickGUARD to process Personal Data (including its staff, agents and sub-contractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

4.3 Security Incident Response

Upon becoming aware of a Security Incident, ClickGUARD shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.

4.4 Updates to Security Measures

Customer acknowledges that the Security Measures are subject to technical progress and development and that ClickGUARD may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

5. Security Reports and Audits

5.1. Security Documentation

ClickGUARD shall maintain records of its security standards. Upon Customer’s written request, ClickGUARD shall provide (on a confidential basis) copies of relevant external certifications, audit report summaries and/or other documentation reasonably required by Customer to verify ClickGUARD’s compliance with this DPA. ClickGUARD shall further provide written responses (on a confidential basis) to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires, that Customer (acting reasonably) considers necessary to confirm ClickGUARD’s compliance with this DPA, provided that Customer shall not exercise this right more than once per year.

5.2.

If Customer has entered into the Model Contract Clauses, ClickGUARD will allow Customer or an independent auditor appointed by Customer to conduct audits as described in the Model Contract Clauses

6. International Transfers

6.1 Processing Locations

ClickGUARD stores and processes Personal Data under this DPA from the European Union, the European Economic Area and/or their member states and Switzerland (“EU Data”) in data centers located in United States and therefore outside the European Union. ClickGUARD shall implement appropriate safeguards to protect the Personal Data, wherever it is processed, in accordance with the requirements of Data Protection Laws.

6.2 Transfers of Data

If the storage and/or processing of Customer Personal Data involves transfers of Customer Personal Data from the EEA, Switzerland or the UK to any third country that does not ensure an adequate level of protection under Data Protection Laws, and Data Protection Laws apply to those transfers, then the transfers will be subject to the Model Contract Clauses; and ClickGUARD will ensure that ClickGUARD complies with its obligations under the Model Contract Clauses in respect of those transfers. If Customer does not enter into the Model Contract Clauses, Customer shall apply an Alternative Transfer Solution and notify ClickGUARD about it.

6.1 Disclosure of Confidential Information Containing Personal Data

If Customer has entered into the Model Contract Clauses, ClickGUARD will, notwithstanding any term to the contrary in the DPA, ensure that any disclosure of Customer’s Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.

7. Return or Deletion of Data

7.1 Data Retention

Upon deactivation of the Services, all Personal Data shall be deleted, save that this requirement shall not apply to the extent ClickGUARD is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which such Personal Data ClickGUARD shall securely isolate and protect from any further processing, except to the extent required by applicable law.

8. Cooperation

8.1 Reasonable Cooperation

To the extent that Customer is unable to independently access the relevant Personal Data within the Services, ClickGUARD shall (at Customer’s expense) taking into account the nature of the processing, provide reasonable cooperation to assist Customer by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Terms. In the event that any such request is made directly to ClickGUARD, ClickGUARD shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If ClickGUARD is required to respond to such a request, ClickGUARD shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

8.2 Data Protection Authority

To the extent ClickGUARD is required under Data Protection Law, ClickGUARD shall (at Customer’s expense) provide reasonably requested information regarding ClickGUARD’s processing of Personal Data under the Terms to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

9. Miscellaneous

9.1 Terms of Service Prevalence

Except for the changes made by this DPA, the Terms remains unchanged and in full force and effect. If there is any conflict between this DPA and the Terms, this DPA shall prevail to the extent of that conflict.

9.2 Integral to Terms

This DPA is a part of and incorporated into the Terms so references to “Terms” in the Terms shall include this DPA.

9.3 Liability

In no event shall any party limit its liability with respect to any individual’s data protection rights under this DPA or otherwise.

9.4 Governing

This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Terms, unless required otherwise by Data Protection Laws.

Appendix 1

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Customer (the data exporter)

And

ClickGUARD (the data importer)

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Schedule 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Schedule 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

  1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
  2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
  3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Schedule 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Schedule 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Schedule 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Schedule 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
  2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

  1. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

  1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

  1. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

  1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
  3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-processing

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
  2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely …
  4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data-processing services

  1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
  2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Schedule 1

to the Standard Contractual Clauses

This Schedule forms part of the Clauses.

Data exporter

The data exporter is Customer.

Data importer

The data importer is ClickGUARD.

Data subjects

The personal data transferred concern the following categories of data subjects: data subjects include the individuals about whom data is provided to ClickGUARD via the services by data exporter.

Categories of data

The personal data transferred concern the following categories of data: data relating to individuals provided to ClickGUARD via the services by data exporter.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: data relating to individuals provided to ClickGUARD via the services by data exporter.

Processing operations

The personal data transferred will be subject to the following basic processing activities:

  • Scope of Processing. The Clauses reflect the parties’ agreement with respect to the processing and transfer of personal data specified in this Schedule pursuant to the provision of the services. Personal data may be processed only to comply with Instructions (as defined in the DPA). The data exporter instructs the data importer to process personal data in countries in which the Data Importer or its sub-processors maintain facilities.
  • Term of data processing. Data processing will be for the period specified in the DPA. Such period will automatically terminate upon the deletion by the Data Importer of all data as described in the DPA.
  • Data Deletion. During the term of the Terms, the data importer will provide the data exporter with the ability to delete the data exporter’s personal data from the services in accordance with the Terms. After termination or expiry of the Terms, the data importer will delete the data exporter’s personal data in accordance with the DPA.
  • Access to Data. During the term of the Terms, the data importer will provide the data exporter with access to, and the ability to rectify, restrict processing of and export the data exporter’s personal data from the services in accordance with the Terms.
  • Sub-processors. The data importer may engage sub-processors to provide parts of the services. The data importer will ensure sub-processors only access and use the data exporter’s personal data to provide the services and not for any other purpose.

Schedule 2

to the Standard Contractual Clauses

This Schedule forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached): the data importer currently abides by the security standards in this Schedule 2. The data importer may update or modify these security standards from time to time provided such updates and modifications will not result in a degradation of the overall security of the services during the term of the Terms.

The technical and organisational security measures:

  1. physical access control to prevent unauthorized access to the data processing systems available in premises and facilities (including databases, application servers and related hardware), including establishing access authorizations for employees and third parties.
  2. electronic access control to prevent data processing systems from being used by unauthorized persons including password requirements and procedures, identification and authentication procedures, encryption.
  3. data access control to ensure that persons entitled to use a data processing system gain access only in accordance with their access rights, and that data cannot be read, copied, modified or deleted without authorization including, internal procedures, different roles, monitoring of activities, access, change, and deletion procedures.
  4. disclosure control to ensure that data cannot be read, copied, modified or deleted without authorization during electronic transmission or storage on manual or electronic storage media, and that it can be verified to which companies or other legal entities data are disclosed including encryption, logging.
  5. entry control to monitor whether data have been entered, changed or deleted, and by whom, from data processing systems including logging and monitoring.
  6. control of instructions to ensure that data are processed solely in accordance with the instructions of the controller including audits.
  7. availability control to ensure that data are protected against accidental destruction or loss (physical/logical) including backups, antivirus programs, disaster recovery and incident response plans.
  8. separation control to ensure that data collected for different purposes can be processed separately including separate databases, limitation of use of data.
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