JoinNow Management Portal
Enterprise Terms and Conditions
Last updated: 09/22/2022
To the extent that Customer has executed a separate agreement with SecureW2, the terms of such executed
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
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.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THIS
- “Administrator User” means each Customer employee designated by Customer to serve as technical
administrator of the SaaS Services on Customers behalf.
- “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.
- “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.
- “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.
- “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
- “EDIS” means electronically downloaded and/or installed software that communicates with the SaaS Service.
- “Host” means the computer equipment owned and operated by the Customer, on which the Software is
downloaded and installed.
- “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.
- “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
- “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.
- “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.
- “Software” means any software to which Customer is provided access as part of the Service.
- “SaaS Services” refer to the specific SecureW2’s 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.
- “Services” refers to the SaaS Services, EDIS, and Other Services, as may be provided by SecureW2 as
specified in an Ordering Document.
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
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.
Customer shall be responsible for each Users compliance with this Agreement.
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.
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
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.
Only SecureW2 and its Affiliates shall have the right to modify, maintain, enhance, or otherwise modify
the Software and its Documentation.
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.
This Section will survive termination or exiparation of this Agreement.
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 SecureW2’s 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.
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.
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 commercially
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.
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.
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 SecureW2’s 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 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.
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.
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, SecureW2’s 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.
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.
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.
Personal Data. Customer hereby acknowledges and agrees that SecureW2’s 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
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.
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
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.
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
SecureW2’s net income, capital or corporate franchise.
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 SecureW2’s 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
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
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.
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.
This Section will survive termination of this Agreement.
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.
SecureW2’s Disclaimer of Warranties.
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.
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).
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.
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
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 SecureW2’s 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.
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.
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.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY FOR ANY
PAID OR PAYABLE TO THIRD PARTIES UNDER SECTION 9 (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.
Term and Termination.
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.
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.
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.
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.
Successors and Assignees. This agreement binds and benefits the heirs, successors, and permitted
assignees of the parties.
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.
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).
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.
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.
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.
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:
by certified mail,
by overnight courier or
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.
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.
Modification. No amendment to this Agreement is effective unless made in writing and signed by authorized
representatives of all the parties.
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.
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.
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.
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“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.
“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.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq., and its implementing
“Controller” means the entity which determines the purposes and means of the Processing of Personal Data as
set forth in the GDPR.
“Customer Data” means the Personal Data of Customer that is uploaded or otherwise used for the Services.
“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.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
“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).
“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.
“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.
“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.
“SecureW2 Group” means SecureW2 and its Affiliates engaged in the Processing of Personal Data.
“Security Incident” means any actual or reasonably suspected: (i) loss or theft of Customer Data; (ii)
unauthorized use, disclosure, destruction, loss alteration or acquisition of or access to, or other
unauthorized Processing of Customer Data; or (iii) unauthorized access to or use of, inability to access, or
malicious infection of SecureW2’s computer systems that reasonably may compromise the privacy or
confidentiality of Customer Data.
“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.
“Sub-processor” means any Processor engaged by SecureW2 or a member of the SecureW2 Group.
“Supervisory Authority” means an independent public authority which is established by an EU Member State
pursuant to the GDPR.
Processing of Personal Data.
Scope. This DPA applies when Customer Data is processed by SecureW2.
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.
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
SecureW2’s 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
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.
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).
Rights of the Data Subject.
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 SecureW2’s provision
of such assistance.
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.
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.
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) SecureW2’s Affiliates may be retained as
Sub-processors; and (b) SecureW2 and SecureW2’s 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.
Objection Right for New Sub-processors. Customer may object to SecureW2’s 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.
Security Incident Notification.
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
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 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.
Unsuccessful Security Incidents. Customer agrees that:
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 SecureW2’s 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
SecureW2’s 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
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.
Compliance with Laws.
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.
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.
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.
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.
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.
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.
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.
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.
This DPA will continue in force until the termination of the Agreement (the Termination Date).
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.
DETAILS OF THE PROCESSING
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.
Duration of Processing. SecureW2 will Process Personal Data for the duration of the Agreement, unless
otherwise agreed upon in writing.
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:
Employees, contractors, guest and visitors of Customer (who are natural persons)
Customers Users authorized by Customer to use the Services
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:
- Device MAC address
- IP address
- Device type/model
STANDARD CONTRACTUAL CLAUSES
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 DPA.
Clause 1 - Purpose and scope
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)
for the transfer of personal data to a third country.
the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter
transferring the personal data, as listed in Annex I.A. (hereinafter each data exporter), and
the entity/ies in a third country receiving the personal data from the data exporter, directly or
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).
These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these
Clause 2 - Effect and invariability of the Clauses
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.
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
Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter
and/or data importer, with the following exceptions:
- Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
- Clause 8.1(b), 8.9(a), (c), (d) and (e);
- Clause 9(a), (c), (d) and (e);
- Clause 12(a), (d) and (f);
- Clause 13;
- Clause 15.1(c), (d) and (e);
- Clause 16(e);
- Clause 18(a) and (b).
- Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4 - Interpretation
Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same
meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
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
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
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.
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.
The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
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.
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
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
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.
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.
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.
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:
- 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;
- 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;
- 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
- the onward transfer is necessary in order to protect the vital interests of the data subject or of another
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
- The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to
the processing under these Clauses.
- 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
- 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.
- 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.
- 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
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.
- 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. 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.
- 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.
- 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.
- 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
- 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
- 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
- In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the
instructions from the data exporter.
Clause 11 - Redress
- 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.
- 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
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:
- 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;
- refer the dispute to the competent courts within the meaning of Clause 18.
- 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.
- The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13 - Supervision
- 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.
- 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
- 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.
The Parties declare that in providing the warranty in paragraph (a), they have taken due account in
particular of the following elements:
- 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;
- 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;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;
- 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.
- 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.
- The Parties agree to document the assessment under paragraph (b) and make it available to the competent
supervisory authority on request.
- 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).
- 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
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:
- 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
- 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.
- 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
- 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.).
- 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.
- 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
- 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).
- 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
- 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
- The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses,
for whatever reason.
- 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).
The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of
personal data under these Clauses, where:
- 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;
- the data importer is in substantial or persistent breach of these Clauses; or
- 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.
- 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.
- 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
- Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
- The Parties agree that those shall be the courts of the district of Amsterdam, the Netherlands.
- 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.
- The Parties agree to submit themselves to the jurisdiction of such courts.
LIST OF PARTIES
Name: Customer name as per the Ordering Document
Address: Customer address as per the Ordering Documentt
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
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
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
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
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
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.
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.
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.
Data Privacy and Protection Measures:
Governance and Operating Model
- 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.
- 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.
Policies, processes and Guidelines
- Vendor has implemented and communicated its policies, processes, standards and guidelines that detail
how Vendor employees are expected to process personal data.
- Vendor has defined and communicated privacy notices that provide information about how personal data
- Vendor has a Data Protection Impact Assessment (DPIA) process and performs DPIAs when required and in
accordance with applicable Data Protection Laws.
Data Protection by Design
- 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.
- Vendor has implemented processes to identify, record, assess and maintain an accurate understanding of
the personal data that Vendor processes.
- Vendor maintains a record of the personal data processed in accordance with applicable Data Protection
Laws and this Data Processing Agreement.
Information Lifecycle Management
- 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).
- 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.
- 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.
- 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
- 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.
- Vendor has measures in place to ensure that personal data is accurate, complete and up to date.
- 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.
Data Privacy and Protection Training and Awareness
- 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
Breach Response and Notification
- 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.
- 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.
- 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.
Third Party Management
- 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.
- 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
Monitor and Assess
- 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.
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.
- Roles and responsibilities for information security have been formally assigned, with reporting lines
which ensure the independence of the function.
- 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.
- Vendor has documented and published a set of information security policies that are aligned to
industry best practices and standards for information security.
- 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.
- Vendor requires that Vendor employees (including contractors and temporary employees) agree to
maintain the confidentiality of Vendors internal and Customer Data (including personal data).
- 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.
- 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
- 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.
- 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
- Access reviews are periodically performed on IT assets, applications, systems and databases to ensure
only authorized individuals have access to Customer Data.
Physical and Environmental Security
- Vendor has implemented reasonable and appropriate measures to prevent unauthorized physical access,
damage or interference with Vendor information, applications, systems, databases and infrastructure.
- 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.
- 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.
- 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.
System Acquisition, Development and Maintenance
- Vendor has policies and supporting standards and procedures to ensure that security by design
principles are applied within the software development lifecycle.
- 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.
Third Party Management
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:
- Information Security requirements are clearly articulated and documented in the agreements with
- Vendor processors implement the same level of protection and control as Vendor;
- Processors are required to report any suspected or actual information security incidents to Vendor
in a timely manner.
- 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.
Information Security Incident Management
- 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
- 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.
- 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.
The controller has authorized the use of the following sub-processors:
Current list of Sub-processors for the Services:
|Amazon Web Services Inc.
||602 619 955
||All SaaS Data
|AWS EMEA SARL
||All SaaS Data
|LCloud Sp. z.o.o.
||DevOps and Monitoring
||All SaaS Data
||All SaaS Data
||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.
|SecureW2 India Ltd