This Data Processing Addendum (“Addendum”) supplements the the End User License Agreement (“License Agreement”) (together, the “Agreement”) entered into by and between SUMO Scheduler and Customer for the purchase of online products and services (“Services”) from SUMO Scheduler to reflect the parties’ agreement with regard to the processing of personal data.
It is the intention of the Parties that this Addendum forms part of the License Agreement subject to the limitations of Section 2 (“Applicability”), as set out below, and is hereby integrated into the License Agreement by reference.
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the License Agreement. Except as modified below, the terms of the License Agreement shall remain in full force and effect.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the License Agreement. Except where the context requires otherwise, references in this Addendum to the License Agreement are to the Agreement as amended by, and including, this Addendum.
1. Definitions
1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
1.1.1 “Applicable Laws” means (a) European Union or Member State laws with respect to any Client Personal Data in respect of which the Client is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Client Personal Data in respect of which the Client is subject to any other Data Protection Laws;
1.1.2 “Client” means the Client, as defined in the License Agreement, including all affiliates of that entity, if any;
1.1.3 “Client Personal Data” means any Personal Data Processed by SUMO Scheduler or a Subprocessor on behalf of the Client pursuant to or in connection with the License Agreement;
1.1.4 “Contracted Processor” means SUMO Scheduler or a Subprocessor;
1.1.5 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.6 “EEA” means the European Economic Area;
1.1.7 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.8 “GDPR” means EU General Data Protection Regulation 2016/679;
“Restricted Transfer” means any transfer of Client Personal Data that would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section 12 below;
1.1.9 “Services” means the services and other activities to be supplied to or carried out by or on behalf of SUMO Scheduler pursuant to the License Agreement;
1.1.10 “Standard Contractual Clauses” means the contractual clauses set out in Annex 1;
1.1.11 “Subprocessor” means any person (including any third party, but excluding an employee of SUMO Scheduler or any of its sub-contractors) appointed by or on behalf of SUMO Scheduler to Process Personal Data on behalf of the Client in connection with the License Agreement
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
1.3 The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
2. Applicability
2.1 This Addendum will not apply to the processing of Client Personal Data, where such processing is not regulated by EU Data Protection Laws. The Parties to this Addendum hereby agree that the terms and conditions set out herein shall be added as an addendum to the License Agreement. Except where the context requires otherwise, references in this Addendum to the License Agreement are to the License Agreement as amended or supplemented by, and including, this Addendum.
2.2 This Addendum shall enter into force and effect on 25th May 2018 (the “Addendum Effective Date”).
3. Processing of Client Personal Data
3.1 In the context of this Addendum, the Client acts as a data controller and SUMO Scheduler acts as a data processor with regard to the Processing of Client Personal Data.
3.2 SUMO Scheduler warrants that it will:
3.2.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data;
3.2.2 not Process Client Personal Data other than on the Client’s relevant documented instructions, including with regard to transfers of personal data to a third country or an international organization, unless such Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case SUMO Scheduler shall to the extent permitted by Applicable Laws inform the Client of that legal requirement before the respective act of Processing of that Personal Data; and
3.2.3 only transfer Client Personal Data outside the European Economic Area (EEA), where such transfers are regulated by EU Data Protection Laws, in compliance with EU Data Protection Laws.
3.3 The Client instructs SUMO Scheduler (and authorizes SUMO Scheduler to instruct each Subprocessor) to Process Client Personal Data, and to transfer Client Personal Data to those countries or territories where those Subprocessors identified in Exhibit B are located, consistent with the License Agreement and the present Addendum. In the event that in SUMO Scheduler’s opinion a Processing instruction given by the Client may infringe Applicable Laws, SUMO Scheduler shall immediately inform the Client upon becoming aware of such a Processing instruction.
3.4 The Client shall provide to SUMO Scheduler and also promptly update, when necessary, the information indicated below by emailing privacy@SUMO Scheduler.com.
3.4.1 identity and contact information of the Data Protection Officer of the Client, if applicable;
3.4.2 identity and contact information of the EU representative of the Client, if applicable;
3.4.3 description of the categories of Processing carried out by Client in the SUMO Scheduler Service;
3.4.4 types of Client Personal Data to be Processed; and
3.4.5 categories of Data Subjects to whom the Client Personal Data relates.
4. SUMO Scheduler Personnel
SUMO Scheduler shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of any Contracted Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know or access the relevant Client Personal Data, as strictly necessary for the purposes of the License Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to formal confidentiality undertakings or professional or statutory obligations of confidentiality.
5. Security
5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, SUMO Scheduler shall in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
5.2 In assessing the appropriate level of security, SUMO Scheduler shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
6. Subprocessing
6.1 The Client authorises SUMO Scheduler to appoint (and permit each Subprocessor appointed in accordance with this section 5 to appoint) Subprocessors in accordance with this section 5 and any restrictions in the License Agreement.
6.2 SUMO Scheduler may continue to use those Subprocessors already engaged by SUMO Scheduler as of the date of this Addendum, subject to SUMO Scheduler in each case as soon as practicable meeting the obligations set out in Exhibit B.
6.3 SUMO Scheduler shall give the Client prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within 10 days of receipt of that notice, Client does not explicitly notify SUMO Scheduler in writing of any objections (on reasonable grounds) to the proposed appointment, it shall be deemed that the client has consented to the proposed appointment
6.4 With respect to each Subprocessor, SUMO Scheduler shall:
6.4.1 before the Subprocessor first Processes Client Personal Data (or, where relevant, in accordance with section 5.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for the Client Personal Data required by the License Agreement, and EU Data Protection Laws; and
6.4.2 ensure that the arrangement between on the one hand (a) SUMO Scheduler, or (b) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by terms which offer at least the same level of protection for Client Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR.
7. Data Subject Rights
7.1 Taking into account the nature of the Processing, SUMO Scheduler shall assist the Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Clients’ obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
7.2 With regard to rights of Data Subjects within the scope of this Section 7, SUMO Scheduler shall:
7.2.1 promptly notify the Client if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and
7.2.2 ensure that the Contracted Processor does not respond to that request except on the documented instructions of the Client, or as required by Applicable Laws to which the Contracted Processor is subject, in which case SUMO Scheduler shall to the extent permitted by Applicable Laws inform the Client of that legal requirement before the Contracted Processor responds to the request.
8. Personal Data Breach
8.1 SUMO Scheduler shall notify Client without undue delay upon SUMO Scheduler or any Subprocessor becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
8.2 SUMO Scheduler shall co-operate with Client and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8.3 SUMO Scheduler’s notification of or response to a Personal Data Breach under this Section 8 will not be construed as an acknowledgement by SUMO Scheduler of any fault or liability with respect to the Personal Data Breach.
9. Data Protection Impact Assessment and Prior Consultation
SUMO Scheduler shall provide reasonable assistance upon a written request and subject to obligations of confidentiality to each Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required of any Client by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
10. Deletion or return of Client Personal Data
10.1 SUMO Scheduler shall provide the Client with the means to request the deletion of Client Personal Data within the term of this Addendum and the License Agreement, unless Applicable Laws require retention of any such Client Personal Data.
11. Audit rights
11.1 When appropriate SUMO Scheduler shall reasonably assist and make available to the Client, upon a written request and subject to obligations of confidentiality, information and/or documentation necessary to demonstrate compliance with this Addendum, and the obligations pursuant to Articles 32 to 36 of the GDPR in particular.
12. Restricted Transfers
12.1 Subject to section 12.3, each Client (as “data exporter”) and SUMO Scheduler, (as “data importer”) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer.
12.2 The Standard Contractual Clauses shall come into effect under section 12.1 on the later of:
12.2.1 the data exporter becoming a party to them;
12.2.2 the data importer becoming a party to them; and
12.2.3 commencement of the relevant Restricted Transfer.
12.3 Section 12.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
13. General Terms
13.1 All clauses of the License Agreement, that are not explicitly amended or supplemented by the clauses of this Addendum, and as long as this does not contradict with compulsory requirements of Applicable Laws under this Addendum, remain in full force and effect and shall apply, including, but not limited to: Governing Law and Dispute Resolution, Jurisdiction, Limitation of Liability (to the maximum extent permitted by Applicable Laws).
13.2 Should any provision of this Addendum be found invalid or unenforceable pursuant to any applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Addendum will continue in effect.
13.3 If SUMO Scheduler makes a determination that it can no longer meet its obligations in accordance with this Addendum, it shall promptly notify the Client of that determination, and cease the Processing or take other reasonable and appropriate steps to remediate.
EXHIBIT A
This Exhibit A includes certain details of the Processing of Client Personal Data as required by Article 28(3) GDPR.
The subject matter of the Processing of Client Personal Data is:
The subject matter of the Processing of Client Personal Data pertains to the provision of Services, as requested by the Client.
The duration of the Processing of Client Personal Data is:
The duration of the Processing of Client Personal Data is generally determined by the Client and is subject to the term of this Addendum and the License Agreement, respectively, in the context of the contractual relationship between SUMO Scheduler and the Client.
The obligations and rights of the Client are:
The rights and obligations of the Client are set out in the License Agreement and this Addendum.
EXHIBIT B
Pursuant to Art. 6.2 of the Addendum, below is a list of SUMO Scheduler’s current Subprocessors as of the Effective Date and their location of processing:
- Salesforce.com, United States of America — where all customer data resides
- Google LLC, United States of America — SUMO has a Google Map integration, that does not collect or store customer data
- Twilio, Inc, United States of America — SUMO has a text message feature, that only if enabled by an Administrator, will send customer mobile phone # to Twilio’s server to send text messages.
- Authorize.net, Inc. United States of America — To purchase text message credits (limit of $100 USD), SUMO sends encrypted credit card information and processes this with Authorize.Net.
ANNEX 1: STANDARD CONTRACTUAL CLAUSES
Commission Decision C(2010)593
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,
The respective Client, as indicated in the SUMO Scheduler Data Processing Addendum (the “Addendum”), as “data exporter”,
and
SUMO Scheduler, located at 11545 Park Woods Circle – Suite B, Alpharetta, GA 30005, as “data importer”, each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause
(a) The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
(b) The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
(c) The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
(d) The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Clause 6
Liability
(a) The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
(b) If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
(c) If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
(a) The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(i) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(ii) to refer the dispute to the courts in the Member State in which the data exporter is established.
(b) The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
(a) The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
(b) The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
(c) The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9
Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Subprocessing
(a) The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
(b) The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
(c) The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
(d) The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Clause 12
Obligation after the termination of personal data processing services
(a) The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
(b) The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
By entering into the Standard Contractual Clauses, pursuant to Section 12.1 of the Addendum, the parties are deemed to have signed this Appendix 1.
Data exporter
The data exporter is the Client, as defined in the Addendum.
Data importer
The data importer is SUMO Scheduler, as defined in the Addendum.
Data subjects
The personal data transferred concern the Client and any other data subject whose personal data the Client may decide to provide to SUMO Scheduler, at the Client’s sole discretion.
Categories of data
The personal data transferred typically include basic contact information (such as name, email, phone number), photographic images (such as profile pictures), location data, and data that pertain to a data subject’s schedule. In addition, customizable fields within SUMO Scheduler’s web application can be used to solicit any other category of personal data, at the Client’s sole discretion.
Special categories of data (if appropriate)
The personal data transferred do not typically include special categories of data but the customizable fields within SUMO Scheduler’s web application can be used to solicit any category of personal data, at the Client’s sole discretion, including special categories of data.
Processing operations
The personal data transferred will be subject to the processing activities pertaining to the provision of the Services, as defined in the Addendum, such as enabling SUMO Scheduler’s end-user to schedule meetings with their own prospects and customers.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
By entering into the Standard Contractual Clauses, pursuant to Section 12.1 of the Addendum, the parties are deemed to have signed this Appendix 2.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):
Data importer has implemented and will maintain the technical and organizational security measures to ensure a level of security appropriate to the risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.