Enterprise Terms and Conditions
To the extent that Customer has executed a separate agreement with
SecureW2, the terms of such executed agreement shall take precedence over this
Agreement.
FURTHERMORE, IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE,
CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU
MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE
TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE
AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
The content, resources and services provided to customers and
third-party vendors at SecureW2.com, including all pages hosted at our domain
(the Site), are owned and operated by SecureW2, B.V.,
(SecureW2). This Site and the services
of SecureW2 (the Services) are offered to you (You or the Customer),
conditioned on your acceptance without modification, of the following terms,
conditions, and notices contained in these Terms and Conditions (the Agreement).
Your use of this Website constitutes your agreement to all such terms,
conditions, and notices in effect at such time, and we recommend that you read this
Agreement before doing so. We also
recommend that you review SecureW2s Privacy Policy, which describes how we
meet our commitment to protect the privacy of our Users. Be advised that this Agreement contain
disclaimers of warranties and limitations on liability that may be applicable
to you.
We may amend these Terms & Conditions at any time by posting a
revised version of this Agreement. Please print a copy of this Agreement for
your records.
Last updated: 12/22/2021
PLEASE
READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THE WEBSITE, YOU AGREE TO BE
BOUND BY THE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF
USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE.
1.
Definitions.
a.
Administrator
User means each Customer employee designated by Customer to serve as technical
administrator of the SaaS Services on Customers behalf.
b.
Affiliate
shall mean, with respect to any party, all entities directly or indirectly
controlling, controlled by or under common control with such party, where
control may be by management authority, contract or
equity interest.
c.
Customer
Content means all data and materials provided by Customer to SecureW2 for use
in connection with the SaaS Services, including, without limitation, customer
applications, data files, and graphics.
d.
Contractor
means the independent contractors and consultants permitted by Customer to
serve as Users of the Service, subject to the terms and conditions of this
Agreement.
e.
Documentation
means the user guides, online help, release notes, training materials and other
documentation provided or made available by SecureW2 to Customer regarding the
use or operation of the SaaS Services.
f.
EDIS means electronically
downloaded and/or installed software that communicates with the SaaS Service.
g.
Host means
the computer equipment owned and operated by the Customer, on which the
Software is downloaded and installed.
h.
User means
the persons designated and granted access to the Service by or on behalf of
Customer and its Affiliates, subject to the terms and conditions of this
Agreement.
i.
User
Account means a unique collection of identity data, including but not limited
to email address, name and phone number, for an
individual that will be granted access to and/or managed by the SaaS Services
for the purposes of providing single sign-on, managing passwords or certifying
user access. Identity data may be physically or logically maintained in a
single repository or in separate physical or logical repositories.
j.
Other
Services means all technical and non-technical services performed or delivered
by SecureW2 under this Agreement, including, without limitation, implementation
services and other professional services, training and education services but
excluding the SaaS Services. Other Services will be provided on a time and
material basis at such times or during such periods, as may be specified in an Ordering
Document to be mutually agreed upon by the parties.
k.
Ordering
Document" is a written document executed between the parties for the
purpose of purchasing SaaS Services (such as a purchase order, order form or signed
product quote) setting forth the key commercial terms, such as the products and
services purchased, term and prices.
l.
Software means any software to which
Customer is provided access as part of the Service.
m.
SaaS
Services refer to the specific SecureW2s internet-accessible service
identified in a Ordering Document that provides use of
the Software that is hosted by SecureW2 or its services provider and made
available to Customer over a network on a term-use basis.
n.
Services
refers to the SaaS Services, EDIS, and Other Services, as may be provided by
SecureW2 as specified in an Ordering Document.
o.
User means
the persons designated and granted access to the Service by or on behalf of
Customer, including its and its Affiliates Contractors.
2.
Services.
a.
SecureW2 will
make the SaaS Services available to Customer for the Term solely for use by
Customer and its Users in accordance with the terms and conditions of this
Agreement, the Documentation, and any applicable Ordering Document.
b.
Customer may
permit its Contractors and Affiliates to serve as Users provided that any use
of the Service by each such Contractor or Affiliate is solely for the benefit
of Customer or such Affiliate.
c.
Customer
shall be responsible for each Users compliance with this Agreement.
d.
To the extent
use of the Services requires Customer to install Software, SecureW2 grants to
Customer a limited, non-transferable, non-sublicensable, non-exclusive license
during the Term to use the object code form of the Software internally in
connection with Customers and its Affiliates use of the Services, subject to
the terms and conditions of this Agreement and the Documentation.
3.
Scope.
a.
Restrictions.
i. This Agreement permits use of the SaaS Services (i) only in accordance with its Documentation, (ii) only at
the level of use of the SaaS Services that is specified in the Ordering
Document at which Customer is authorized to execute or run the Software (Use
Level), and (iii) only for Customers internal commercial business.
ii. Customer shall not (i) permit any
unauthorized third parties to use Software, (ii) process or permit to be
processed the data of any other party, (iii) de-compile, disassemble, reverse engineer,
or in any manner attempt to learn the inner workings or derive the source code
of the Software, (iv) remove or alter any proprietary legends or notices
contained in the Software.
iii. Only SecureW2 shall have the right to modify, maintain, enhance, or
otherwise modify the Software and its Documentation.
b.
Proprietary Rights.
SecureW2 retains all right, title, and interest, including copyrights, trade
secrets, patents, and trademarks, in the Software and its Documentation, and
any modifications or enhancements thereto or derivatives thereof. All copies of
the Software are the exclusive property of SecureW2.
c.
This Section
will survive termination of this Agreement.
4.
Customer
Responsibilities.
a.
Assistance. Customer
shall provide commercially reasonable information and assistance including but
not limited to access to identity management systems to SecureW2 to enable
SecureW2 to deliver the SaaS Services. Upon request from SecureW2, Customer
shall promptly deliver Customer Content to SecureW2 in an electronic file
format specified and accessible by SecureW2. Customer acknowledges that
SecureW2s ability to deliver the SaaS Services in the manner provided in this
Agreement may depend upon the accuracy and timeliness of such information and
assistance.
b.
Compliance with Laws.
Customer shall comply with all applicable local, state, national and foreign
laws in connection with its use of the SaaS Services, including without
limitation those laws related to data privacy, international communications,
and the transmission of technical or personal data. Customer acknowledges that
SecureW2 exercises no control over the content of the information transmitted
by Customer through the SaaS Services. Customer shall not upload, post,
reproduce or distribute any information, software or other material protected
by copyright, privacy rights, or any other intellectual property right without
first obtaining the permission of the owner of such rights.
c.
Unauthorized Use; False Information. Customer shall: (a) promptly notify SecureW2 of any unauthorized
use or any other known or suspected breach of security, (b) promptly report to
SecureW2 and use reasonable efforts to stop any unauthorized use of the SaaS
Services that is known or suspected by Customer or any User Account user, and
(c) not knowingly or intentionally provide false identity information to gain
access to or use the SaaS Services.
d.
Administrator Access.
Customer shall be solely responsible for the acts and omissions of its
Administrator Users. SecureW2 shall not be liable for any loss of data or
functionality caused directly or indirectly by the Administrator Users.
e.
Customer Content.
Customer Content may not: (i) be defamatory, harmful
to minors, obscene, indecent, pornographic, libelous, threatening, harassing,
false, misleading or inaccurate; (ii) contain or cause to be placed on SecureW2s
or other third partys systems any Trojan horses, worms, viruses or programming
routines intended to interfere, damage, corrupt, surreptitiously intercept or
expropriate any system, data or personal information; (iii) violate any
applicable local, state, national or foreign law, rule or regulation, including
privacy laws and privacy standards; (iv) violate any rule or policy of the
Services; (v) infringe or violate any third party rights; or (vi) contain any
health, medical, financial, credit card or other payment information or any
information of any person. Customer Content that does not comply with clauses (i) (vi) above is referred to as Prohibited Information.
Customer is responsible for reviewing and approving all Customer Content
created or entered through or in its SecureW2 Account. Customer is solely
responsible for monitoring the communications it receives from users of the
Services and for removing any Prohibited Information from the Services. SecureW2
does not pre-screen Customer Content, however SecureW2 has the right, but not
the obligation, to remove Prohibited Information from, or refuse to process any
Prohibited Information on, from the Services and to make it unavailable through
the Services, as SecureW2 may reasonably determine. In addition, upon notice, SecureW2
may terminate or suspend use by any authorized user that created or entered or
processed such Prohibited Information.
f.
Customer Input. Customer is
solely responsible for collecting, inputting and
updating all Customer Content, and for ensuring that the Customer Content does
not (i) include anything that actually or potentially
infringes or misappropriates the copyright, trade secret, trademark or other
intellectual property right of any third party, or (ii) contain anything that
is obscene, defamatory, harassing, offensive or malicious.
g.
License from Customer.
Subject to the terms and conditions of this Agreement, Customer shall grant to
SecureW2 a limited, revocable, non-exclusive, non-sublicensable and
non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to
provide the SaaS Services to Customer. Upon termination of this Agreement,
SecureW2s license to the Customer Content shall cease, and upon a written request
by Customer, SecureW2 shall destroy any and all
Customer Content in its possession or under its control.
h.
Ownership and Restrictions.
Customer retains ownership and intellectual property rights in and to its
Customer Content. Third party technology that may be appropriate or necessary
for use with some SecureW2 programs is specified in the program Documentation
or ordering document as applicable. Customers right to use such third-party
technology is governed by the terms of the third-party technology license
agreement specified by SecureW2 and not under the Agreement.
i.
Suggestions. SecureW2
shall have a royalty-free, worldwide, irrevocable, perpetual license to use and
incorporate into the Services any suggestions, enhancement requests,
recommendation or other feedback provided by Customer, including all end users,
relating to the operation of the Services.
5.
Service Level
Terms. The
Service Level Terms for the SaaS Services is set forth in Exhibit B hereto. Exhibit
B sets forth Customers sole remedies for availability or quality of the SaaS
Services including any failure to meet any guarantee set forth in therein.
6.
Personal
Data. Customer hereby acknowledges and agrees that
SecureW2s performance of this Agreement may require SecureW2 to process,
transmit and/or store Customer personal data or the personal data of Customer
employees or other Customer-related end users. Both parties and their
Affiliates agree to comply with the Data Processing Addendum which is
incorporated into this Agreement under Exhibit A when performing its
obligations under this Agreement (DPA).
The parties acknowledge and agree that with regard to
the Processing of Personal Data, Customer is the Controller and SecureW2 is the
Processor as such terms are defined in the Data Processing Addendum.
7.
Commercial
Terms.
a.
Orders. Customer
shall order SaaS Services pursuant to a Ordering
Document. All services acquired by Customer shall be governed exclusively by
this Agreement and the applicable Ordering Document. In the event of a conflict
between the terms of a Ordering Document and this Agreement,
the terms of the Ordering Document shall take precedence.
b.
Invoicing and Payment.
Unless otherwise provided in a Ordering Document, SecureW2 shall invoice
Customer for all fees on the respective Ordering Documents within thirty (30)
days of the invoice date, unless stated otherwise in an applicable Ordering Document . All fees set forth in an Ordering Document are
payable in advance and are non-cancelable, non-refundable and are based on the
Services purchased and not based on usage, unless stated otherwise in an
applicable Ordering Document. Customer may withhold payment of any fees that
are the subject of a good faith dispute of which Customer has provided SecureW2
written notice within five (5) business days of invoice receipt (Disputed
Fees); provided that all fees which are not Disputed Fees shall be timely
paid, and the Disputed Fees shall be paid within ten (10) days of resolution of
the dispute.
c.
Expenses. Customer
will reimburse SecureW2 for all preapproved out-of-pocket travel and related
expenses incurred in performing the Other Services. SecureW2 shall notify
Customer prior to incurring any such expense. SecureW2 shall comply with
Customers travel and expense policy if made available to SecureW2 prior to the
required travel.
d.
Taxes. SecureW2
shall bill Customer for applicable taxes as a separate line item on each
invoice. Customer shall be responsible for payment of all sales and use taxes,
value added taxes (VAT), or similar charges relating to Customers purchase and
use of the services. Customer shall not be liable for taxes based on SecureW2s
net income, capital or corporate franchise.
8.
Confidentiality.
a.
Confidential
Information means: (i) business or technical
information, including product plans, designs, source code, management portal,
marketing plans, business opportunities, personnel, research, development or
know-how (all of the foregoing as they relate to the Services are SecureW2s Confidential
Information, and all of the foregoing as they relate to Customers business,
are Customers Confidential Information); and (ii) information designated by
the Disclosing Party as confidential or proprietary or which, under the
circumstances taken as a whole, would reasonably be deemed to be confidential (collectively,
the Confidential Information).
b.
The party
receiving Confidential Information (Receiving Party) agrees: (i) not to reveal the Confidential Information of the party
disclosing Confidential Information under this Agreement (Disclosing Party)
to any third parties, except to those employees, contractors, or subcontractors
who have a need to know PROVIDED THAT
such employees, contractors, or subcontractors have executed written
obligations to protect Confidential Information in accordance with this
Agreement, and (ii) to take precautions, which shall be at least the more
protective of (A) reasonable and prudent care or (B) those taken in
safeguarding its own trade secret, confidential, or proprietary information,
whether by instruction, agreement, or otherwise, to satisfy its obligations
under this Agreement with respect to authorized use, protection, and security of
the Confidential Information.
c.
Exclusions. Confidential Information will not include
information that the Receiving Party can demonstrate: (a) is or becomes
generally known to the public not as a result of a disclosure by the Receiving
Party; (b) is rightfully in the possession of the Receiving Party prior to
disclosure by the Disclosing Party; (c) is received by the Receiving Party in
good faith and without restriction from a third party, not under a
confidentiality obligation to the Disclosing Party and having the right to make
such disclosure; or (d) can be shown with evidence was developed independently
by or on behalf of the Receiving Party without the use of any Confidential
Information of the Disclosing Party.
d.
If the
Receiving Party is ordered by a court or administrative agency of competent
jurisdiction to disclose the Confidential Information of the Disclosing Party,
the Receiving Party, unless prohibited by such order, shall give the Disclosing
Party prompt advance notice so that the Disclosing Party may seek a protective
order or other appropriate relief. The Receiving Party agrees that the wrongful
disclosure of Disclosing Partys Confidential Information will cause the
Disclosing Party irreparable injury that is inadequately compensable in monetary
damages and, therefore, the Disclosing Party shall be entitled to seek
injunctive relief in any court of competent jurisdiction for the breach or
threatened breach of this Section, in addition to any other remedies at law or
equity.
e.
This Section
will survive termination of this Agreement.
9.
Warranties.
a.
Mutual Warranties.
i. Each party represents and warrants that it has the right and
authority to enter into and perform its obligations
under this Agreement and shall comply with all applicable laws.
b.
SecureW2s Disclaimer of Warranties.
i. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING
ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED,
ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ACCURACY OF CONTENT,
NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.
c. Customers
Warranties.
i. Customer hereby represents and warrants that none of the
Confidential Information provided to SecureW2 is highly sensitive personal
information, including without limitation Social Security Numbers, medical
records, dates of birth, banking information, or financial information
(Sensitive Private Information).
ii. Customer shall notify SecureW2 immediately if it becomes aware of
an actual or reasonably suspected disclosure of Sensitive Private Information
to SecureW2 (including without limitation accidental or malicious disclosure)
with sufficient detail for SecureW2 to identify the subject Sensitive Private
Information and take steps to prevent or minimize hardships from such
disclosures. Thereafter, SecureW2 will delete the Sensitive Private
Information.
10.
Indemnification.
a.
SecureW2.
i. Evaluation Customers. If Customer is using the Services for
evaluation purposes and/or has not paid SecureW2 the applicable fees for the Services,
SecureW2 does not offer any indemnification to such Customers.
ii. Commercial Customers. Subject to Customers
payment of the applicable fees, SecureW2 will defend Customer against any claim
by a third party alleging that any Service, when used in accordance with this
Agreement, infringes any intellectual property right of such third party and
will indemnify and hold harmless Customer from and against any damages and
costs awarded against Customer or agreed in settlement by SecureW2 (including
reasonable attorneys fees) resulting from such claim. If Customers use of any
Service results (or in SecureW2s opinion is likely to result) in an
infringement claim, SecureW2 may either: (a) substitute functionally similar
products or services; (b) procure for Customer the right to continue using the
Service; or if (a) and (b) are not commercially reasonable, (c) terminate this
Agreement, or the applicable Ordering Document and refund to Customer the
unused fees that Customer has pre-paid for the applicable Service. The
foregoing indemnification obligation of SecureW2 will not apply to the extent
the applicable claim is attributable to: (1) the modification of the Service or
Deliverable by any party other than SecureW2 or based on Customers
specifications or requirements; (2) the combination of the Service with
products or processes not provided by SecureW2; (3) any use of the Service in
non-conformity with this Agreement; or (4) any action arising as a result of
Customer data, or any deliverables or components not provided by SecureW2. This
section sets forth Customers sole remedy with respect to any claim of
intellectual property infringement.
b.
Indemnification by Customer. If a third party makes a claim against
SecureW2 that arises from or is related to Prohibited Information, Prohibited
Content or that the Customer Content infringes any patent, copyright or
trademark, or misappropriates any trade secret, Customer shall defend SecureW2
and its directors, officers and employees against the claim at Customers
expense and Customer shall pay all losses, damages and expenses (including
reasonable attorneys fees) finally awarded against such parties or agreed to
in a written settlement agreement approved by Customer, to the extent arising
from the claim.
a.
Conditions for Indemnification. A party seeking indemnification under
this section shall (a) promptly notify the other party of the claim, (b) give
the other party sole control of the defense and settlement of the claim, and
(c) provide, at the other partys expense, the assistance, information
and authority reasonably requested by the other party in the defense and
settlement of the claim.
11.
Limitation of
Liability. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY FOR ANY
AMOUNTS PAID OR PAYABLE TO THIRD PARTIES UNDER SECTION 11 (INDEMNIFICATION),
CUSTOMERS PAYMENT OBLIGATIONS, AND/OR ANY INFRINGEMENT OR MISAPPROPRIATION BY
ONE PARTY OF THE OTHER PARTYS INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
STATUTE, TORT OR OTHERWISE) FOR (A) ANY LOST PROFITS, REVENUE, OR SAVINGS, LOST
BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE;
OR (B) AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR
PAYABLE TO SECUREW2 FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THESE
LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE
LIMITATIONS SPECIFIED IN THIS SECTION.
This Section will survive termination of this Agreement.
12.
Term and
Termination.
a.
The term of
this Agreement will begin on the Effective Date and continue until expiration
or termination of all Ordering Documents (the Term). Each Ordering Document will
have its own term as stated in such document.
b.
SecureW2 may terminate
this Agreement upon 30 days prior written notice if: (i)
the Customer materially breaches the Agreement and fails to cure the breach
within 30 days after receipt of notice of such breach; or (ii) the Customer files
a petition seeking bankruptcy protection, has an involuntary bankruptcy
petition filed against it, has a receiver appointed, or otherwise declares its
inability to maintain its business or pay its debts as they become due, unless
such is dismissed within 90 days of the original filing.
c.
Upon
termination of this Agreement, all amounts then owed to SecureW2 shall
immediately become due and payable, and Customer immediately will cease the use
of the SaaS Services.
13.
Assignment. Each party will not assign or transfer
any rights or obligations under this Agreement without the prior written
consent of the other party and any attempted assignment or transfer in
violation of the foregoing will be null and void. Notwithstanding the
foregoing, each party may assign to an Affiliate or to a successor in
connection with a merger, acquisition, re-organization, or spinoff.
14.
Successors
and Assignees. This agreement binds and benefits the heirs, successors, and
permitted assignees of the parties.
15.
Third Party
Beneficiaries. This
Agreement is an agreement between the parties, and confers no rights upon
either partys employees, agents, contractors, partners of customers or upon
any other person or entity.
16.
Legal
a.
Governing Law. This
Agreement shall be subject to, and interpreted by and in accordance with, the
laws (excluding conflict of law provisions) of the Netherlands. The parties
expressly waive application of the United Nations Convention on Contracts for
the International Sale of Goods (CIGS).
b.
Venue. Any cause
of action for a breach or enforcement of, or a declaratory judgment respecting,
this Agreement shall be commenced and maintained in the Amsterdam District Courts
in the Netherlands.
c.
Equitable Remedies.
Each party agrees that breach of any provision of this Agreement will cause the
other party irreparable injury that is inadequately compensable in monetary
damages and, accordingly, that a party shall be entitled to seek injunctive
relief in any court of competent jurisdiction against the breach or threatened
breach of this Agreement, in addition to any other remedies in law or equity.
d.
Export Regulations.
Export laws and regulations of the European Union, the United States and/or any
other relevant local export laws and regulations apply to the SaaS Services.
Customer agrees that such export control laws govern its use of the SaaS
Services (including technical data) and any services deliverables provided
under this Agreement, and Customer agrees to comply with all such export laws
and regulations. Customer agrees that no data, information, software programs
and/or materials resulting from services (or direct product thereof) will be
exported, directly or indirectly, in violation of these laws.
17.
Notices. All
notices must be in writing. A notice may be delivered to a party at the address
that follows a party's signature or to a new address that a party designates in
writing. A notice may be delivered:
a.
in person,
b.
by certified
mail,
c.
by overnight
courier or
d.
email
18.
Entire
Agreement. This is the entire agreement
between the parties. It replaces and supersedes any and all
oral agreements between the parties, as well as any prior writings.
19.
Counterparts. This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original of this Agreement, and which together will constitute one
and the same instrument. The signature
pages combined will create a document binding on all parties.
20.
Modification.
No amendment to this Agreement is effective unless made in writing
and signed by authorized representatives of all the parties.
21.
Waiver. If
one party waives any term or provision of this Agreement at any time, that
waiver will only be effective for the specific instance and specific purpose
for which the waiver was given. If either party fails to exercise or delays
exercising any of its rights or remedies under this agreement, that party
retains the right to enforce that term or provision at a
later time.
22.
Severability. If
any court determines that any provision of this Agreement is invalid or
unenforceable, any invalidity or unenforceability will affect only that
provision and will not make any other provision of this agreement invalid or
unenforceable and such provision shall be modified, amended, or limited only to
the extent necessary to render it valid and enforceable.
Exhibit A
Data Processing Addendum
This
Data Processing Addendum (DPA) reflects the parties agreement with regard to the Processing of Personal Data, in
accordance with the requirements of Data Protection Laws. This DPA is
incorporated by reference as part of the Agreement between Customer and SecureW2.
This
DPA reflects the parties agreement with regard to the
Processing of Personal Data, in accordance with the requirements of Data
Protection Laws. This DPA shall not replace any additional rights relating to
Processing of Personal Data previously negotiated by Customer in the Agreement.
1.
Definitions.
a.
Affiliate
means any entity that directly or indirectly controls, is controlled by, or is
under common control with the subject entity. Control, for purposes of this
definition, means direct or indirect ownership or control of more than 50% of
the voting interests of the subject entity.
b.
Authorized
Affiliate means any of Customers Affiliate(s) which (a) is subject to the
data protection laws and regulations of the European Union, the European
Economic Area and/or their member states, Switzerland and/or the United
Kingdom, and (b) is permitted to use the Services pursuant to the Agreement
between Customer and SecureW2, but has not signed its own Ordering Document
with SecureW2 and is not a Customer as defined under this DPA.
c.
CCPA means
the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq., and its
implementing regulations.
d.
Controller
means the entity which determines the purposes and means of the Processing of
Personal Data as set forth in the GDPR.
e.
Customer
Data means the Personal Data of Customer that is uploaded or otherwise used
for the Services.
f.
Data
Protection Laws means all laws and regulations, including laws and regulations
of the European Union, the European Economic Area and their member states,
Switzerland, the United Kingdom and the United States and its states,
applicable to the Processing of Personal Data under the Agreement.
g.
Data
Subject means the identified or identifiable person to whom Personal Data
relates.
h.
GDPR means
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).
i.
Personal
Data means any information relating to (i) an
identified or identifiable natural person and, (ii) an identified or
identifiable legal entity (where such information is protected similarly as
personal data or personally identifiable information under applicable Data
Protection Laws and Regulations), where for each (i)
or (ii), such data is Customer data.
j.
Processing
means any operation or set of operations which is performed upon Personal Data,
whether or not by automatic means, such as collection,
recording, organization, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure or
destruction.
k.
Processor
means the entity which Processes Personal Data on behalf of the Controller,
including as applicable any service provider as that term is defined by the GDPR
and/or the CCPA.
l.
SecureW2
Group means SecureW2 and its Affiliates engaged in
the Processing of Personal Data.
m.
Standard
Contractual Clauses means the standard contractual clauses between controllers
and processors for Data Transfers, as approved by the European Commission
Implementing Decision (EU) 2021/914 of 4 June 2021, attached hereto as Appendix
B.
n.
Sub-processor
means any Processor engaged by SecureW2 or a member of the SecureW2 Group.
o.
Supervisory
Authority means an independent public authority which is established by an EU
Member State pursuant to the GDPR.
2.
Processing of
Personal Data.
a.
Scope. This
DPA applies when Customer Data is processed by SecureW2.
b.
Roles of the
Parties. The parties acknowledge and agree that with regard
to the Processing of Personal Data, Customer is the Controller, SecureW2
is the Processor and that SecureW2 or members of the SecureW2 Group will engage
Sub-processors pursuant to the requirements of applicable law.
c.
Customers
Processing of Personal Data. Customer shall, in its use of the Services,
Process Personal Data in accordance with the requirements of Data Protection
Laws and Regulations, including any applicable requirement to provide notice to
Data Subjects of the use of SecureW2 as Processor. For the avoidance of doubt,
Customers instructions for the Processing of Personal Data shall comply with
Data Protection Laws and Regulations and will not violate applicable privacy laws.
Customer shall have sole responsibility for the accuracy, quality, and legality
of Personal Data and the means by which Customer
acquired Personal Data. Customer specifically acknowledges that its use of the
Services will not violate the rights of any Data Subject that has opted-out
from sales or other disclosures of Personal Data, to the extent applicable
under the CCPA.
d.
SecureW2s
Processing of Personal Data. SecureW2 shall: (i)
Process the Personal Data only for the purpose of providing the Services to Customer
under the Agreement and applicable Ordering Document(s) and in accordance with Customers
documented instructions; (ii) not Process the Personal Data for its own
purposes or those of any third party; and (iii) Process to comply with other
documented reasonable instructions provided by Customer (e.g., via email) where
such instructions are consistent with the terms of the Agreement.
e.
No Assessment
of Customer Personal Data by SecureW2. SecureW2 shall have no obligation to
assess the contents of Personal Data to identify information subject to any
specific legal requirements. Customer is responsible for reviewing the
information made available by SecureW2 relating to data security and making an
independent determination as to whether the Services meet Customers
requirements and legal obligations under Data Protection Laws.
f.
Details of
the Processing. The subject-matter of Processing of Personal Data by SecureW2
is the performance of the Services pursuant to the Agreement. The duration of
the Processing, the nature and purpose of the Processing, the types of Personal
Data and categories of Data Subjects Processed under the DPA are further specified
in Appendix A (Details of the Processing).
3.
Rights of the
data subject.
a.
Data Subject Request.
SecureW2 shall, to the extent legally permitted, notify Customer without undue
delay if SecureW2 receives a request from a Data Subject to exercise the Data
Subjects right of access, right to rectification, restriction of Processing,
erasure (right to be forgotten), data portability, object to the Processing,
or its right not to be subject to an automated individual decision making, each
such request being a Data Subject Request. Taking into
account the nature of the Processing, SecureW2 shall assist Customer by
appropriate technical and organizational measures, insofar as this is possible,
for the fulfilment of Customers obligation to respond to a Data Subject
Request under Data Protection Laws and Regulations. In addition, to the extent
Customer, in its use of the Services, does not have the ability to address a
Data Subject Request, SecureW2 shall upon Customers request provide
commercially reasonable efforts to assist Customer in responding to such Data
Subject Request, to the extent SecureW2 is legally permitted to do so and the
response to such Data Subject Request is required under Data Protection Laws.
To the extent legally permitted, Customer shall be responsible for any costs
arising from SecureW2s provision of such assistance.
4.
Confidentiality.
a.
Confidentiality of Customer Data. SecureW2 will not access or use, or disclose to any third party,
any Customer Data, except, in each case, as necessary to maintain or provide
the Services, or as necessary to comply with the law or a valid and binding
order of a governmental body (such as a subpoena or court order). If a
governmental body sends SecureW2 a demand for Customer Data, SecureW2 will
attempt to redirect the governmental body to request that data directly from
Customer. As part of this effort, SecureW2 may provide Customers basic contact
information to the governmental body. If compelled to disclose Customer Data to
a governmental body, then SecureW2 will give Customer reasonable notice of the
demand to allow Customer to seek a protective order or other appropriate remedy
unless SecureW2 is legally prohibited from doing so.
b.
Limitation of Access. SecureW2
restricts its personnel from processing Customer Data without authorization by SecureW2
as described in this Agreement. SecureW2 imposes appropriate contractual
obligations upon its personnel, including relevant obligations regarding
confidentiality, data protection and data security.
5.
Sub-processors.
a. Appointment of Sub-processors. Customer generally
authorizes the engagement of Sub-processors and specifically consents to those
listed at Annex III of the Standard Contractual Clauses attached hereto as of
the Effective Date. Customer acknowledges and agrees that (a) SecureW2s
Affiliates may be retained as Sub-processors; and (b) SecureW2 and SecureW2s
Affiliates respectively may engage third-party Sub-processors in connection
with the provision of the Services. SecureW2 or a SecureW2 Affiliate has
entered into a written agreement with each Sub-processor containing data
protection obligations not less protective than those in the Agreement with respect
to the protection of Customer Data to the extent applicable to the nature of
the Services provided by such Sub-processor.
b.
Objection Right for New Sub-processors. Customer may object to SecureW2s
use of a new Sub-processor by notifying SecureW2 promptly in writing within
thirty (30) days of the Effective Date, provided that such objection is based
on reasonable grounds relating to data protection. In the event Customer
objects to a new Sub-processor, as permitted in the preceding sentence, the
parties will discuss Customers concerns in good faith with a view to achieving
resolution. If Customer can reasonably demonstrate that the new Sub- processor
is unable to Process Customer Personal Data in compliance with the terms of
this DPA and SecureW2 cannot provide an alternative Sub-processor, or the
parties are not otherwise able to achieve resolution as provided in the
preceding sentence, Customer, as its sole and exclusive remedy, Customer may
terminate the applicable Ordering Document(s) with respect only to those
Services which cannot be provided by SecureW2 without the use of the
objected-to new Sub-processor by providing written notice to SecureW2. SecureW2
will refund Customer any prepaid fees covering the remainder of the term of such
Ordering Document(s) following the effective date of termination with respect
to such terminated Services, without imposing a penalty for such termination on
Customer.
6.
Security
Incident Notification.
a.
Security
Incident. Subject to applicable law, SecureW2
shall (a) notify Customer of a Security Incident without undue delay
after becoming aware of the Security Incident, and (b) take appropriate
measures to address the Security Incident, including measures to mitigate any adverse
effects resulting from the Security Incident.
b.
SecureW2 Assistance. Subject to applicable
law, to enable Customer to notify a Security Incident to supervisory
authorities or data subjects (as applicable), SecureW2 will cooperate with and assist Customer by including in
the notification under this Section 6(a) such information about the Security
Incident as SecureW2 is able to
disclose to Customer, taking into account the nature of the processing, the
information available to SecureW2,
and any restrictions on disclosing the information, such as confidentiality. Taking into account the nature of the processing, Customer
agrees that it is best able to determine the likely consequences of a Security
Incident.
c.
Unsuccessful
Security Incidents. Customer agrees that:
i. an unsuccessful Security Incident will not be subject to this
Section. An unsuccessful Security Incident is one that results in no unauthorized
access to Customer Data or to any of SecureW2s
equipment or facilities storing Customer Data, and could include, without
limitation, pings and other broadcast attacks on firewalls or edge servers,
port scans, unsuccessful log-on attempts, denial of service attacks, packet
sniffing (or other unauthorised access to traffic
data that does not result in access beyond headers) or similar incidents; and
ii. SecureW2s
obligation to report or respond to a Security Incident under this Section is
not and will not be construed as an acknowledgement by SecureW2 of any fault or liability of SecureW2 with respect to the Security Incident.
d.
Communication.
Notification(s) of Security Incidents, if any, will be delivered to one or more
of Customers administrators by any means SecureW2 selects, including via email. It is Customers sole
responsibility to ensure Customers administrators maintain accurate contact
information at all times.
7.
Customer
Responsibilities.
a. Compliance with Laws.
i. Within the scope of the Agreement and in
its use of the Services, Customer will be responsible for complying with all
requirements that apply to it under applicable Data Protection Laws with
respect to its Processing of Personal Data and the Instructions it issues to
SecureW2.
ii. In particular but without prejudice to
the generality of the foregoing, Customer acknowledges and agrees that Customer
will be solely responsible for: (i) the accuracy,
quality, and legality of Customer Data and the means by which Customer acquired
Personal Data; (ii) complying with all necessary transparency and lawfulness
requirements under applicable Data Protection Laws for the collection and use
of the Personal Data, including obtaining any necessary consents and
authorizations (particularly for use by Customer for marketing purposes); (iii)
ensuring Customer have the right to transfer, or provide access to, the
Personal Data to SecureW2 for Processing in accordance with the terms of the
Agreement (including this DPA); (iv) ensuring that Customers instructions to
SecureW2 regarding the Processing of Personal Data comply with applicable laws,
including Data Protection Laws; and (v) complying with all laws (including Data
Protection Laws) applicable to any emails or other content created, sent or
managed through the Services, including those relating to obtaining consents
(where required) to send emails, the content of the emails and its email
deployment practices. Customer will inform SecureW2 without undue delay if it
is not able to comply with its responsibilities under this sub-section (a) or
applicable Data Protection Laws.
b.
Controller Instructions. The parties agree that the Agreement (including
this DPA), together with Customers use of the Services in accordance with the
Agreement, constitute Customers complete and final Instructions to SecureW2 in
relation to the Processing of Personal Data, and additional instructions
outside the scope of the Instructions shall require prior written agreement
between SecureW2 and Customer.
8.
Liability.
a.
Notwithstanding anything to the contrary in the Agreement or this DPA,
each partys and all of its Affiliates liability,
taken together in the aggregate, arising out of or relating to this DPA, the
Standard Contractual Clauses, and any other data protection agreements in
connection with the Agreement (if any), shall be subject to any aggregate
limitations on liability set out in the Agreement. Without limiting either of
the parties obligations under the Agreement, each party agrees that any
regulatory penalties incurred by the one party (the Incurring Party) in relation
to the Customer Personal Data that arise as a result of, or in connection with,
the other partys failure to comply with its obligations under this DPA or any
applicable Data Protection Laws shall count toward and reduce the Incurring
Partys liability under the Agreement as if it were liability to the other
party under the Agreement.
b.
For the
avoidance of doubt, SecureW2's total liability for all claims from the Customer
and all of Customers Affiliates arising out of or related to the Agreement and
each DPA shall apply in the aggregate for all claims under both the Agreement and
all DPAs established under this Agreement, including by Customer and all
Customers Affiliates, and, in particular, shall not be understood to apply
individually and severally to Customer and/or to any of Customers Affiliate
that is a contractual party to any such DPA.
c.
Where a data subject
asserts any claims against a party to this DPA in accordance with applicable
Data Protection Laws, the other party shall support in defending against such
claims, where possible.
9.
General.
a. This DPA is without prejudice to the
rights and obligations of the parties under the Agreement, which shall continue
to have full force and effect. In the event of any conflict between the terms
of this DPA and the terms of the Agreement, the terms of this DPA shall prevail
so far as the subject matter concerns the processing of Personal Data.
b. This DPA is the final, complete and exclusive agreement of the parties with respect
to the subject matter hereof and supersedes and merges all prior discussions
and agreements between the parties with respect to such subject matter. Other
than in respect of statements made fraudulently, no other representations or
terms shall apply or form part of this DPA.
c. This DPA will continue in force until
the termination of the Agreement (the Termination Date).
d.
No modification of, amendment to, or waiver of any rights under the DPA
will be effective unless in writing and signed by an authorized signatory of
each party.
[The remainder of this page is left intentionally blank]
Appendix A
DETAILS OF THE PROCESSING
1.
Nature and Purpose of Processing.
SecureW2 will Process Personal Data as necessary to perform the Services
pursuant to the Agreement, as further specified in the Documentation, and as
further instructed by Customer in its use of the Services.
2.
Duration of Processing.
SecureW2 will Process Personal Data for the duration of the Agreement, unless
otherwise agreed upon in writing.
3.
Categories of Data Subjects.
Customer may submit Personal Data to the Services, the extent of which is
determined and controlled by Customer in its sole discretion, and which may
include, but is not limited to Personal Data relating to the following
categories of data subjects:
a.
Employees,
contractors, guest and visitors of Customer (who are
natural persons)
b.
Customers
Users authorized by Customer to use the Services
4.
Type of Personal Data.
Customer may submit Personal Data to the Services, the extent of which is
determined and controlled by Customer in its sole discretion, and which may
include, but is not limited to, the following categories of Personal Data:
a.
Email
b.
Userid
c.
Device MAC
address
d.
IP address
e.
Device
type/model
Appendix B
STANDARD CONTRACTUAL CLAUSES
Controller-to-Processor
Transfers
This attachment is attached to and forms part of the Data
Processing between Customer and SecureW2 governing the processing of Personal
Data (the DPA). Unless otherwise defined in this attachment,
capitalised terms used in this attachment have the meanings given to them in
the Addendum.
SECTION I
Clause 1
Purpose
and scope
(a) The purpose of these
standard contractual clauses is to ensure compliance with the requirements of
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)[1]
for the transfer of personal data to a third country.
(b) The
Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter entity/ies)
transferring the personal data, as listed in Annex I.A. (hereinafter each data
exporter), and
(ii)
the entity/ies in a third country receiving the
personal data from the data exporter, directly or indirectly via another entity
also Party to these Clauses, as listed in Annex I.A. (hereinafter each data
importer)
have agreed
to these standard contractual clauses (hereinafter: Clauses).
(c) These
Clauses apply with respect to the transfer of personal data as specified in
Annex I.B.
(d) The
Appendix to these Clauses containing the Annexes referred to therein forms an
integral part of these Clauses.
Clause 2
Effect
and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data
subject rights and effective legal remedies, pursuant to Article 46(1) and
Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data
transfers from controllers to processors and/or processors to processors,
standard contractual clauses pursuant to Article 28(7) of Regulation (EU)
2016/679, provided they are not modified, except to select the appropriate
Module(s) or to add or update information in the Appendix. This does not
prevent the Parties from including the standard contractual clauses laid down
in these Clauses in a wider contract and/or to add other clauses or additional
safeguards, provided that they do not contradict,
directly or indirectly, these Clauses or prejudice the fundamental rights or
freedoms of data subjects.
(b) These Clauses are without prejudice to obligations
to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party
beneficiaries
(a) Data subjects may invoke and enforce
these Clauses, as third-party beneficiaries, against the data exporter and/or
data importer, with the following exceptions:
(i) Clause 1, Clause 2,
Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
(b) Paragraph (a) is without
prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU)
2016/679, those terms shall have the same meaning as in that Regulation.
(b) These
Clauses shall be read and interpreted in the light of the provisions of Regulation
(EU) 2016/679.
(c) These
Clauses shall not be interpreted in a way that conflicts with rights and
obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the
provisions of related agreements between the Parties, existing at the time
these Clauses are agreed or entered into thereafter,
these Clauses shall prevail.
Clause 6
Description
of the transfer(s)
The details of
the transfer(s), and in particular the categories of personal data that are
transferred and the purpose(s) for which they are transferred, are specified in
Annex I.B.
Clause 7 - Optional
Not
used
SECTION II OBLIGATIONS OF THE PARTIES
Clause 8
Data
protection safeguards
The data exporter warrants that it has
used reasonable efforts to determine that the data importer is able, through
the implementation of appropriate technical and organisational measures, to
satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process
the personal data only on documented instructions from the data exporter. The
data exporter may give such instructions throughout the duration of the
contract.
(b) The data importer shall
immediately inform the data exporter if it is unable to follow those
instructions.
8.2 Purpose
limitation
The data importer shall process the
personal data only for the specific purpose(s) of the transfer, as set out in
Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall
make a copy of these Clauses, including the Appendix as completed by the
Parties, available to the data subject free of charge. To the extent necessary
to protect business secrets or other confidential information, including the
measures described in Annex II and personal data, the data exporter may redact
part of the text of the Appendix to these Clauses prior to sharing a copy, but
shall provide a meaningful summary where the data subject would otherwise not be
able to understand the its content or exercise his/her
rights. On request, the Parties shall provide the data subject with the reasons
for the redactions, to the extent possible without revealing the redacted
information. This Clause is without prejudice to the obligations of the data
exporter under Articles 13 and 14 of Regulation (EU) 2016/679. 8.4 Accuracy
If the data importer becomes aware that
the personal data it has received is inaccurate, or has become outdated, it
shall inform the data exporter without undue delay. In this case, the data
importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of
data
Processing by the data importer shall
only take place for the duration specified in Annex I.B. After the end of the
provision of the processing services, the data importer shall, at the choice of
the data exporter, delete all personal data processed on behalf of the data
exporter and certify to the data exporter that it has done so, or return to the
data exporter all personal data processed on its behalf and delete existing
copies. Until the data is deleted or returned, the data importer shall continue
to ensure compliance with these Clauses. In case of local laws applicable to the
data importer that prohibit return or deletion of the personal data, the data
importer warrants that it will continue to ensure compliance with these Clauses
and will only process it to the extent and for as long as required under that
local law. This is without prejudice to Clause 14, in
particular the requirement for the data importer under Clause 14(e) to notify
the data exporter throughout the duration of the contract if it has reason to
believe that it is or has become subject to laws or practices not in line with
the requirements under Clause 14(a).
8.6 Security of processing
(a) The
data importer and, during transmission, also the data exporter shall implement
appropriate technical and organisational measures to ensure the security of the
data, including protection against a breach of security leading to accidental
or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter personal data breach). In assessing the
appropriate level of security, the Parties shall take due account of the state
of the art, the costs of implementation, the nature, scope, context and
purpose(s) of processing and the risks involved in the processing for the data
subjects. The Parties shall in particular consider
having recourse to encryption or pseudonymisation, including during
transmission, where the purpose of processing can be fulfilled in that manner.
In case of pseudonymisation, the additional information for attributing the
personal data to a specific data subject shall, where possible, remain under
the exclusive control of the data exporter. In complying with its obligations
under this paragraph, the data importer shall at least implement the technical
and organisational measures specified in Annex II. The data importer shall
carry out regular checks to ensure that these measures continue to provide an
appropriate level of security.
(b) The
data importer shall grant access to the personal data to members of its
personnel only to the extent strictly necessary for the implementation,
management and monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality.
(c) In
the event of a personal data breach concerning personal data processed by the
data importer under these Clauses, the data importer shall take appropriate
measures to address the breach, including measures to mitigate its adverse
effects. The data importer shall also notify the data exporter without undue
delay after having become aware of the breach. Such notification shall contain
the details of a contact point where more information can be obtained, a
description of the nature of the breach (including, where possible, categories
and approximate number of data subjects and personal data records concerned),
its likely consequences and the measures taken or proposed to address the
breach including, where appropriate, measures to mitigate its possible adverse
effects. Where, and in so far as, it is not possible to provide all information
at the same time, the initial notification shall contain the information then
available and further information shall, as it becomes available, subsequently
be provided without undue delay.
(d) The
data importer shall cooperate with and assist the data exporter to enable the
data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority
and the affected data subjects, taking into account the nature of processing
and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal
data revealing racial or ethnic origin, political opinions, religious or philosophical
beliefs, or trade union membership, genetic data, or biometric data for the
purpose of uniquely identifying a natural person, data concerning health or a
persons sex life or sexual orientation, or data relating to criminal
convictions and offences (hereinafter sensitive data), the data importer
shall apply the specific restrictions and/or additional safeguards described in
Annex I.B.
8.8 Onward transfers
The data importer shall only disclose
the personal data to a third party on documented instructions from the data
exporter. In addition, the data may only be disclosed to a third party located
outside the European Union (in the same country as the data importer or in
another third country, hereinafter onward transfer) if the third party is or
agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer
is to a country benefitting from an adequacy decision pursuant to Article 45 of
Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate
safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with
respect to the processing in question;
(iii) the onward transfer is necessary for the
establishment, exercise or defence of legal claims in
the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject
or of another natural person.
Any onward transfer is subject to
compliance by the data importer with all the other safeguards under these
Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall
promptly and adequately deal with enquiries from the data exporter that relate
to the processing under these Clauses.
(b) The Parties shall be able to
demonstrate compliance with these Clauses. In particular, the data importer
shall keep appropriate documentation on the processing activities carried out
on behalf of the data exporter.
(c) The data importer shall make
available to the data exporter all information necessary to demonstrate
compliance with the obligations set out in these Clauses and at the data
exporters request, allow for and contribute to audits of the processing
activities covered by these Clauses, at reasonable intervals or if there are
indications of non-compliance. In deciding on a review or audit, the data
exporter may take into account relevant certifications
held by the data importer.
(d) The data exporter may choose to
conduct the audit by itself or mandate an independent auditor. Audits may
include inspections at the premises or physical facilities of the data importer
and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the
information referred to in paragraphs (b) and (c), including the results of any
audits, available to the competent supervisory authority on request.
Clause 9
Use of
sub-processors
(a) The
data importer has the data exporters general authorisation
for the engagement of sub- processor(s) from an agreed list. The data importer
shall specifically inform the data exporter in writing of any intended changes
to that list through the addition or replacement of sub- processors at least 30
days in advance, thereby giving the data exporter sufficient time to be able to
object to such changes prior to the engagement of the sub-processor(s). The
data importer shall provide the data exporter with the information necessary to
enable the data exporter to exercise its right to object.
(b) Where
the data importer engages a sub-processor to carry out specific processing
activities (on behalf of the data exporter), it shall do so by way of a written
contract that provides for, in substance, the same data protection obligations
as those binding the data importer under these Clauses,
including in terms of third-party beneficiary rights for data subjects.[2]
The Parties agree that, by complying with this Clause, the data importer
fulfils its obligations under Clause 8.8. The data importer shall ensure that
the sub-processor complies with the obligations to which the data importer is
subject pursuant to these Clauses.
(c) The
data importer shall provide, at the data exporters request, a copy of such a
sub- processor agreement and any subsequent amendments to the data exporter. To
the extent necessary to protect business secrets or other confidential
information, including personal data, the data importer may redact the text of
the agreement prior to sharing a copy.
(d) The
data importer shall remain fully responsible to the data exporter for the
performance of the sub-processors obligations under its contract with the data
importer. The data importer shall notify the data exporter of any failure by
the sub-processor to fulfil its obligations under that contract.
(e) The
data importer shall agree a third -party beneficiary clause with the
sub-processor whereby - in the event the data importer has factually disappeared,
ceased to exist in law or has become insolvent - the data exporter shall have
the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
Clause 10
Data
subject rights
(a)
The data importer shall
promptly notify the data exporter of any request it has received from a data
subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b)
The data importer shall
assist the data exporter in fulfilling its obligations to respond to data
subjects requests for the exercise of their rights under Regulation (EU)
2016/679. In this regard, the Parties shall set out in Annex II the appropriate
technical and organisational measures, taking into account the nature of the processing, by which
the assistance shall be provided, as well as the scope and the extent of the
assistance required.
(c)
In fulfilling its
obligations under paragraphs (a) and (b), the data importer shall comply with
the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform
data subjects in a transparent and easily accessible format, through individual
notice or on its website, of a contact point authorised to handle complaints.
It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a
data subject and one of the Parties as regards compliance with these Clauses,
that Party shall use its best efforts to resolve the issue amicably in a timely
fashion. The Parties shall keep each other informed about such disputes and,
where appropriate, cooperate in resolving them.
(c) Where the data subject invokes
a third-party beneficiary right pursuant to Clause 3, the data importer shall
accept the decision of the data subject to:
(i) lodge a complaint with the
supervisory authority in the Member State of his/her habitual residence or
place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer
the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the
data subject may be represented by a not-for-profit body, organisation or
association under the conditions set out in Article 80(1) of Regulation (EU)
2016/679.
(e) The data importer shall abide
by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that
the choice made by the data subject will not prejudice his/her substantive and
procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to
the other Party/ies for any damages it causes the
other Party/ies by any breach of these Clauses.
(b) The data importer shall be
liable to the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data importer or its
sub-processor causes the data subject by breaching the third-party beneficiary
rights under these Clauses.
(c) Notwithstanding paragraph (b),
the data exporter shall be liable to the data subject, and the data subject
shall be entitled to receive compensation, for any material or non-material
damages the data exporter or the data importer (or its sub-processor) causes the
data subject by breaching the third-party beneficiary rights under these
Clauses. This is without prejudice to the liability of the data exporter and,
where the data exporter is a processor acting on behalf of a controller, to the
liability of the controller under Regulation (EU) 2016/679 or Regulation (EU)
2018/1725, as applicable.
(d) The Parties agree that if the
data exporter is held liable under paragraph (c) for damages caused by the data
importer (or its sub-processor), it shall be entitled to claim back from the
data importer that part of the compensation corresponding to the data
importers responsibility for the damage.
(e) Where more than one Party is
responsible for any damage caused to the data subject as a
result of a breach of these Clauses, all responsible Parties shall be
jointly and severally liable and the data subject is entitled to bring an
action in court against any of these Parties.
(f) The Parties agree that if one
Party is held liable under paragraph (e), it shall be entitled to claim back
from the other Party/ies that part of the
compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not
invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) Where the data
exporter is established in an EU Member State: The supervisory authority with
responsibility for ensuring compliance by the data exporter with Regulation
(EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall
act as competent supervisory authority.
Where the data exporter is
not established in an EU Member State, but falls within the territorial scope
of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed
a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The
supervisory authority of the Member State in which the representative within
the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as
indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is
not established in an EU Member State, but falls within the territorial scope
of application of Regulation (EU) 2016/679 in accordance with its Article 3(2)
without however having to appoint a representative pursuant to Article 27(2) of
Regulation (EU) 2016/679: The supervisory authority of one of the Member States
in which the data subjects whose personal data is transferred under these
Clauses in relation to the offering of goods or services to them, or whose
behaviour is monitored, are located, as indicated in Annex I.C, shall act as
competent supervisory authority.
(b) The data importer agrees to submit
itself to the jurisdiction of and cooperate with the competent supervisory
authority in any procedures aimed at ensuring compliance with these Clauses. In
particular, the data importer agrees to respond to enquiries, submit to audits
and comply with the measures adopted by the supervisory authority, including
remedial and compensatory measures. It shall provide the supervisory authority
with written confirmation that the necessary actions have been taken.
SECTION III LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local
laws and practices affecting compliance with the Clause
(a) The Parties warrant that they have
no reason to believe that the laws and practices in the third country of
destination applicable to the processing of the personal data by the data
importer, including any requirements to disclose personal data or measures
authorising access by public authorities, prevent the data importer from
fulfilling its obligations under these Clauses. This is based on the
understanding that laws and practices that respect the essence of the
fundamental rights and freedoms and do not exceed what is necessary and
proportionate in a democratic society to safeguard one of the objectives listed
in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with
these Clauses.
(b) The Parties declare that in
providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the
specific circumstances of the transfer, including the length of the processing
chain, the number of actors involved and the
transmission channels used; intended onward transfers; the type of recipient;
the purpose of processing; the categories and format of the transferred
personal data; the economic sector in which the transfer occurs; the storage
location of the data transferred;
(ii) the laws and practices of the
third country of destination including those requiring the disclosure of data
to public authorities or authorising access by such authorities relevant in light of the specific circumstances of the transfer, and
the applicable limitations and safeguards[3];
(iii) any relevant contractual, technical or organisational safeguards put in place to
supplement the safeguards under these Clauses, including measures applied
during transmission and to the processing of the personal data in the country
of destination.
(c) The data importer warrants that,
in carrying out the assessment under paragraph (b), it has made its best
efforts to provide the data exporter with relevant information and agrees that
it will continue to cooperate with the data exporter in ensuring compliance
with these Clauses.
(d) The Parties agree to document the
assessment under paragraph (b) and make it available to the competent
supervisory authority on request.
(e) The data importer agrees to notify
the data exporter promptly if, after having agreed to these Clauses and for the
duration of the contract, it has reason to believe that it is or has become
subject to laws or practices not in line with the requirements under paragraph
(a), including following a change in the laws of the third country or a measure
(such as a disclosure request) indicating an application of such laws in
practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to
paragraph (e), or if the data exporter otherwise has reason to believe that the
data importer can no longer fulfil its obligations under these Clauses, the
data exporter shall promptly identify appropriate measures (e.g.
technical or organisational measures to ensure security and confidentiality) to
be adopted by the data exporter and/or data importer to address the situation.
The data exporter shall suspend the data transfer if it considers that no
appropriate safeguards for such transfer can be ensured, or if instructed by
the competent supervisory authority to do so. In this case, the data exporter
shall be entitled to terminate the contract, insofar as it concerns the
processing of personal data under these Clauses. If the contract involves more
than two Parties, the data exporter may exercise this right to termination only
with respect to the relevant Party, unless the Parties have agreed otherwise.
Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e)
shall apply.
Clause 15
Obligations
of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to
notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request
from a public authority, including judicial authorities, under the laws of the
country of destination for the disclosure of personal data transferred pursuant
to these Clauses; such notification shall include information about the
personal data requested, the requesting authority, the legal basis for the
request and the response provided; or
(ii) becomes
aware of any direct access by public authorities to personal data transferred
pursuant to these Clauses in accordance with the laws of the country of
destination; such notification shall include all information available to the
importer.
(b) If the data importer is
prohibited from notifying the data exporter and/or the data subject under the
laws of the country of destination, the data importer agrees to use its best
efforts to obtain a waiver of the prohibition, with a view to communicating as
much information as possible, as soon as possible. The data importer
agrees to document its best efforts in order to be
able to demonstrate them on request of the data exporter.
(c) Where permissible under the
laws of the country of destination, the data importer agrees to provide the
data exporter, at regular intervals for the duration of the contract, with as
much relevant information as possible on the requests received (in particular,
number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome
of such challenges, etc.).
(d) The data importer agrees to
preserve the information pursuant to paragraphs (a) to (c) for the duration of
the contract and make it available to the competent supervisory authority on
request.
(e) Paragraphs (a) to (c) are
without prejudice to the obligation of the data importer pursuant to Clause
14(e) and Clause 16 to inform the data exporter promptly where it is unable to
comply with these Clauses.
15.2 Review of legality and
data minimisation
(a) The data
importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted
to the requesting public authority, and to challenge the request if, after
careful assessment, it concludes that there are reasonable grounds to consider
that the request is unlawful under the laws of the country of destination,
applicable obligations under international law and principles of international
comity. The data importer shall, under the same conditions, pursue
possibilities of appeal. When challenging a request, the data importer shall
seek interim measures with a view to suspending the effects of the request
until the competent judicial authority has decided on its merits. It shall not
disclose the personal data requested until required to do so under the applicable
procedural rules. These requirements are without prejudice to the obligations
of the data importer under Clause 14(e).
(b) The data
importer agrees to document its legal assessment and any challenge to the
request for disclosure and, to the extent permissible under the laws of the
country of destination, make the documentation available to the data exporter.
It shall also make it available to the competent supervisory authority on
request.
(c) The data
importer agrees to provide the minimum amount of information permissible when
responding to a request for disclosure, based on a reasonable interpretation of
the request.
SECTION IV FINAL PROVISIONS
Clause 16
Non-compliance
with the Clauses and termination
(a) The data
importer shall promptly inform the data exporter if it is unable to comply with
these Clauses, for whatever reason.
(b) In the event
that the data importer is in breach of these Clauses or unable to comply with
these Clauses, the data exporter shall suspend the transfer of personal data to
the data importer until compliance is again ensured or the contract is
terminated. This is without prejudice to Clause 14(f).
(c) The data
exporter shall be entitled to terminate the contract, insofar as it concerns
the processing of personal data under these Clauses, where:
(i) the data
exporter has suspended the transfer of personal data to the data importer
pursuant to paragraph (b) and compliance with these Clauses is not restored
within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or
persistent breach of these Clauses; or
(iii) the data importer fails to comply with
a binding decision of a competent court or supervisory authority regarding its
obligations under these Clauses.
In these cases, it shall
inform the competent supervisory authority of such non-compliance. Where the
contract involves more than two Parties, the data exporter may exercise this
right to termination only with respect to the relevant Party, unless the
Parties have agreed otherwise.
(d) Personal data that has been
transferred prior to the termination of the contract pursuant to paragraph (c)
shall at the choice of the data exporter immediately be returned to the data
exporter or deleted in its entirety. The same shall apply to any copies of the
data. The data importer shall certify the deletion of the data to the data
exporter. Until the data is deleted or returned, the data importer shall
continue to ensure compliance with these Clauses. In case of local laws
applicable to the data importer that prohibit the return or deletion of the
transferred personal data, the data importer warrants that it will continue to
ensure compliance with these Clauses and will only process the data to the
extent and for as long as required under that local law.
(e) Either Party
may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to
Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal
data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes
part of the legal framework of the country to which the personal data is
transferred. This is without prejudice to other obligations applying to the
processing in question under Regulation (EU) 2016/679.
Clause 17
Governing
law
These Clauses shall be governed by the
law of one of the EU Member States, provided such law allows for third-party
beneficiary rights. The Parties agree that this shall be the law of the Netherlands.
Clause 18
Choice
of forum and jurisdiction
(a) Any dispute arising from these
Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those
shall be the courts of the district of Almelo, the Netherlands.
(c) A data subject may also bring
legal proceedings against the data exporter and/or data importer before the
courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit
themselves to the jurisdiction of such courts.
AnNEx I
A. LIST OF PARTIES
Data exporter(s):
Name: Customer name as per the Ordering Document
Address: Customer address as per the Ordering Document
Contact persons name, position and
contact details: Customer contact as per the Ordering Document
Activities relevant to the data transferred under these Clauses: Uploading
of data into the application/s of processor
Signature and date: As per the Ordering
Document
Role (controller / processor): Controller
Data importer(s):
Name: SecureW2 B.V.
Address: Zekeringstraat 17, Amsterdam 1014 BM The Netherlands
Contact persons name, position and contact details: SecureW2 contact as per the Ordering
Document
Activities relevant to the data transferred under these Clauses: The
activities specified in Appendix A of the Addendum.
Signature and date: As per the
Ordering Document
Role (controller / processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Employees, Contractors, Consultants, Guest, Visitors.
Categories of personal data transferred
The personal data transferred concern the following categories of data:
UserID data, Name, E-mail, Device MAC address, Device IP, Device Model/Type
Sensitive data transferred (if applicable)
and applied restrictions or safeguards that fully take into consideration the
nature of the data and the risks involved, such as for instance strict purpose
limitation, access restrictions (including access only for staff having
followed specialised training), keeping a record of
access to the data, restrictions for onward transfers or additional security
measures
NO SPECIAL CATEGORY DATA
The frequency of the transfer (e.g.
whether the data is transferred on a one-off or continuous basis)
Personal data
is transferred in accordance with Customers instructions as described in Appendix
A of the Addendum.
Nature of the processing
The personal data transferred will be subject to the following basic processing
activities:
Storage, Configuration, Maintenance
Purpose(s) of the data transfer and further processing
To provide
the Services.
The period for which the personal data will be retained, or, if
that is not possible, the criteria used to determine that period
Not
applicable because the data exporter determines the duration of processing in
accordance with the terms of the Addendum.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
The subject
matter, nature and duration of the processing are described in Appendix A of
the Addendum.
C. COMPETENTSUPERVISORYAUTHORITY
Identify the
competent supervisory authority/ies in accordance
with Clause 13
The data
exporters competent supervisory authority will be determined in accordance
with the GDPR.
AnNEx II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Vendor
maintains and enforces the following key TOMs as outlined in this Annex II.
(A)
Data Privacy and Protection Measures
1 Governance and Operating Model
1.1 Vendor is committed to
demonstrating accountability when Vendor processes personal data and has
implemented an organizational structure, and roles and responsibilities for
managing and providing oversight over the processing of personal data.
1.2 A number of
governance structures have been implemented to ensure that data privacy and
protection matters are reviewed by appropriate senior management of the Vendor.
Ultimate accountability for data privacy and protection is held by the highest
level of management in Vendor and is supported by designated roles throughout
the business, including appointed Data Protection Leaders or equivalent roles,
where required under applicable Data Protection Laws.
2 Policies, processes
and Guidelines
2.1 Vendor has implemented and
communicated its policies, processes, standards and
guidelines that detail how Vendor employees are expected to process personal
data.
2.2 Vendor has defined and communicated
privacy notices that provide information about how personal data is processed.
2.3 Vendor has a Data Protection Impact
Assessment (DPIA) process and performs DPIAs when required and in accordance
with applicable Data Protection Laws.
3 Data Protection by Design
3.1 Vendor is committed to implementing
reasonable measures to support its Customers ability
to comply with applicable Data Protection Laws. As far as possible, the
principles of data protection by design and by default are applied during the
development and delivery of Vendor services.
4 Data Landscape
4.1 Vendor has implemented processes to
identify, record, assess and maintain an accurate understanding of the personal
data that Vendor processes.
4.2 Vendor maintains a record of the
personal data processed in accordance with applicable Data Protection Laws and
this Data Processing Agreement.
5 Information Lifecycle
Management
5.1 Vendor has implemented policies and
processes to ensure that personal data is processed appropriately throughout
its lifecycle (from collection through to use, retention, disclosure
and destruction).
5.2 Applicable Data Protection Laws in
certain countries provide data subjects with specific rights in relation to
their personal data. Vendor is committed to upholding these rights and ensuring
that Vendor supports Customer in responding to data subject requests in a
transparent, fair, ethical and lawful way.
5.3 Vendor maintains a record of all
data subject requests received and the actions taken to respond to these
requests. Vendor will provide support to Customer in responding to data subject
requests and in accordance the Data Processing Agreement.
5.4 Vendor only retains personal data
where there is a legitimate business purpose and in accordance with the
existing agreement and the Data Processing Agreement. Vendor destroys, deletes
or de-identifies personal data when there is no legitimate business reason to
retain the personal data for a longer period.
5.5 Vendor keeps the personal data
processed on behalf of Customer in accordance with the Data Processing
Agreement and will destroy, delete, de-identify or return personal data when
requested, to Customer, and where there are no further obligations to retain
the personal data under applicable law.
5.6 Vendor has measures in place to
ensure that personal data is accurate, complete and up
to date.
5.7 Vendor has appropriate mechanisms
in place, as outlined in the Data Processing Agreement to support the lawful
transfer personal data outside of the country where it was originally collected
and have appropriate agreements in place with Customer and Vendor subsidiaries,
affiliates, and sub-processors to support cross-border transfers.
6 Data Privacy and Protection
Training and Awareness
6.1 Vendor requires all employees to
complete data privacy and protection training on an annual basis. All data
privacy and protection policies, processes, standards
and guidelines are available to employees and communicated regularly.
7 Breach Response and
Notification
7.1 Vendor has policies, processes and procedures for identifying, detecting,
responding, recovering and notifying appropriate stakeholders in the event of a
personal data breach. This includes mechanisms for performing a root cause
analysis and undertaking corrective actions.
7.2 Vendor is committed to ensuring
that Vendor notifies Customer in the event of a personal data breach within 72
hours of becoming aware of such breach, in compliance with applicable Data
Protection Laws and the Data Processing Agreement.
7.3 Vendor maintains a record of all
personal data breaches and the actions taken to respond to these events and may
provide this on request to Customer.
8 Third Party Management
8.1 Vendor is accountable for the
actions of its processors (i.e. sub-processors) who
process personal data on Vendors behalf and assesses the ability of our
processors to protect personal data at the time of selection and on a periodic
basis thereafter in accordance with Vendor policies.
8.2 Vendor processors are required to
sign appropriate agreements that govern the processing and protection of
personal data and require the same obligations, as outlined in the Data
Processing Agreement, to be transferred to any further processors who Vendor
may engage in accordance with the Data Processing Agreement. Vendor has ensured
that data processing agreements are in place with all its processors (or
sub-processors), that uphold the same standard of care as outlined in the Data
Processing Agreement.
9 Monitor and Assess
9.1 Vendor reports on the design and
operational effectiveness of its data privacy and protection activities to the
Vendor senior management teams on a periodic basis.
(B)
Information Security Measures
Vendor
is committed to ensuring that information security control is implemented and
properly managed, in order to protect the
confidentiality, integrity and availability of personal data processed on
behalf of and under the instruction of Customer.
10 Information Security
10.1 Roles and responsibilities for
information security have been formally assigned, with reporting lines which
ensure the independence of the function.
10.2 Vendor employees are responsible for
ensuring that they act in accordance with the information security policies,
processes, standards and guidelines in their
day-to-day business activities.
10.3 Vendor has documented and published a
set of information security policies that are aligned to industry best
practices and standards for information security.
11 Human Resources
11.1 Vendor performs background and
employment screening for its employees, to the extent permitted under
applicable law, to ensure their suitability for hiring and handling company and
Customer information (including personal data). The extent of the screening is
proportional to the business requirements and classification of information
that the employee will have access to.
11.2 Vendor requires that Vendor employees
(including contractors and temporary employees) agree to maintain the
confidentiality of Vendors internal and Customer Data (including personal
data).
11.3 Vendor employees are required to
complete information security awareness training on an annual basis.
Information security policies and supporting procedures, processes and
guidelines are made available to employees and employees receive relevant
information about trends, threats and best practices.
12 Asset Management
12.1 Vendor has an acceptable use policy
that supports the proper and effective use and protection of Vendor corporate
assets, including computer and telecommunication resources, data, services, and
IT infrastructure.
12.2 Vendor has an information
classification policy that describes the appropriate technical and organizational
controls for handling information based on its classification. Information and
assets are protected in line with the classification label.
13 Access Controls
13.1 Vendor has an access control policy,
supporting procedures and logical and physical access measures, to ensure that
only authorized persons have access to information based on the principles of
least privilege.
13.2 Access reviews are periodically
performed on IT assets, applications, systems and
databases to ensure only authorized individuals have access to Customer Data.
14 Physical and Environmental
Security
14.1 Vendor has implemented reasonable and
appropriate measures to prevent unauthorized physical access, damage or
interference with Vendor information, applications, systems, databases
and infrastructure.
15 Operational Security
15.1 Vendor has a policy and supporting
procedures for managing changes to Vendor business processes, applications,
systems, databases and infrastructure. Vendor has
established several governance structures to review and approve any changes
based on the size and scope of the change and strategic objectives. All
requests and their outcomes are logged and documented.
15.2 Vendor has established a threat and
vulnerability management program supported by industry standard tools for
identifying, managing and mitigating risks to company
information including the personal data of employees and Customer. This
includes anti-virus and anti-malware tools, regular scanning of environments,
patching protocols and management of remediation and improvement activities.
15.3 Vendor applies reasonable efforts to
maintain audit logging on applications and systems. Logs are periodically
reviewed and are available for investigation purposes. Access to logs is
strictly limited to authorized personnel only.
16 System Acquisition, Development
and Maintenance
16.1 Vendor has policies and supporting
standards and procedures to ensure that security by design principles are applied within the software development lifecycle.
16.2 Vendor does not allow Customer Data
to be used for testing purposes. In exceptional cases, Customer Data may be
used with the written approval of Customer.
17 Third Party Management
17.1 Vendor has policies and supporting
procedures to ensure that information assets are protected when Vendor engages
third party service providers and/or processors (sub-processors). This includes
requirements for information security due diligence and information security
risk assessments to be performed, in order to ensure:
(a) Information Security requirements
are clearly articulated and documented in the agreements with Vendor processors;
(b) Vendor processors implement the
same level of protection and control as Vendor;
(c) Processors are required to report
any suspected or actual information security incidents to Vendor in a timely
manner.
17.2 Vendor has undertaken reasonable
efforts to ensure that appropriate written agreements are in place with
processors who have access to Customer information, applications, systems, databases and infrastructure. These agreements include
Vendor information security standards for ensuring the confidentiality, integrity and availability of Vendor information.
18 Information Security Incident
Management
18.1 Vendor has policies, processes and procedures for identifying, detecting,
responding, recovering and notifying appropriate stakeholders in the event of
an information security incident, including personal data breaches. This includes
mechanisms for performing a root cause analysis and undertaking corrective
actions.
19 Business Continuity
19.1 Vendor has established business
continuity and disaster recovery plans with the Recovery Point Objective (RPO)
of 2 hours and Recovery Time Objective (RTO) of 24 hours.
20 Compliance
20.1 Vendor has established roles and
responsibilities for identifying laws and regulations that affect Vendors
business operations. Responsibility for compliance with laws and regulations
are established.
AnNEx III
The
controller has authorized the use of the following sub-processors:
Current list of Sub-processors for the
Services:
Subcontractor |
Domicile |
Corp ID |
Tasks |
Data |
Amazon Web
Services Inc. |
USA |
602 619
955 |
Hosting |
All SaaS
Data |
AWS EMEA
SARL |
Luxembourg |
B186284 |
Hosting |
All SaaS
Data |
LCloud Sp. z.o.o. |
Poland |
366222754 |
DevOps and
Monitoring |
All SaaS
Data |
Twilio Inc |
USA |
26-2574840 |
SMS
services |
All SaaS
Data |
Salesforce.com
Inc |
USA |
94-3320693 |
CRM |
All SaaS
Data |
Depending on the geographic location of
Customer or its Users, and the nature of the Service provided, SecureW2 may
also engage one or more of the following Affiliates as Sub-processors to
deliver some or all of the Services provided. The Affiliates
access to Customer Data is similar to that of
Vendors.
Sub-processor |
Domicile |
Entity
Type |
SecureW2 Inc. |
United
States |
SecureW2
Affiliate |
SecureW2
India Ltd |
India |
SecureW2
Affiliate |