Data processing addendum

Last update: March 10, 2024

This Uspacy Data Processing Addendum (the ‘DPA’) forms part of the Uspacy Terms of Service (the ‘Terms’), the agreement between Client (hereinafter ‘Client’, ‘you’) and USPACY OÜ (16919030) (hereinafter ‘Company’, ‘Uspacy’, ‘we’, ‘us’, or ‘our’) which is governing the processing of personal data that Client uploads or otherwise provides Uspacy in connection with the services and/or the processing of any personal data that Uspacy provides to Client on their behalf in connection with the performance of services, hereinafter referred to individually as a ‘Party’ or together as the ‘Parties’.

Unless otherwise defined in this DPA, all capitalised terms used in this DPA will have the meanings set forth in Uspacy Terms of Service. This DPA shall remain in force until the termination or expiration of the Terms between Client and us governing the Client’s use of the Services and all Personal Data has been returned or deleted in accordance with the provisions of this DPA.

1. Definitions

“Standard Contractual Clauses (SCC)” means Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eurlex.europa.eu/eli/dec_impl/2021/914/oj.

“General Data Protection Regulation (GDPR)” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Data Subject” means the identified or identifiable person to whom Personal Data relates.

“Client Personal Data” means Personal Data that Client uploads or otherwise provides Uspacy in connection with the services or of any personal data that Uspacy obtains in connection with the performance of services, or any other personal data with respect to which Client is a data controller or data processor and Uspacy is a data processor.

“Other Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, the United States and its states, applicable to the processing of Personal Data under the Terms as amended from time to time, other than the GDPR.

“Sub-processor” means any entity which provides processing services to Uspacy in furtherance of Uspacy’s processing on behalf of Client.

“Public Authority” means a government agency or law enforcement authority, including judicial authorities.

“Supervisory Authority” means an independent public authority to be responsible for monitoring the application of the data protection legislation.

2. Roles and Responsibilities

2.1. Roles under GDPR.

If GDPR applies to your processing of Client Personal Data, you acknowledge and agree that with regard to the processing of Client Personal Data, you are a controller or a processor and we are a processor (as defined by the GDPR) acting on your behalf, as further described in the Standard Contractual Clauses agreed under this DPA (the ‘Clauses’) and Appendix with corresponding Annexes. This DPA shall not apply to situations where we act as a controller in accordance with Uspacy’s Privacy Policy.

2.2. Application of SCCs.

Where Client is a controller and a data exporter of Personal Data and Uspacy is a processor and a data importer in respect of that Personal Data, then the Parties shall comply with Addendum I (Standard Contractual Clauses between Controller and Processor) and Appendix with corresponding Annexes.

Where Client is a processor and a data exporter of Personal Data and Uspacy is a processor and a data importer in respect of that Personal Data, then the Parties shall comply with Addendum II (Standard Contractual Clauses between Processor and Processor) and Appendix with corresponding Annexes.

Appendix with corresponding Annexes to this DPA forms part of Addenda I and II to the same extent.

3. Instructions

The Parties agree that this DPA and the Terms constitute your complete and final documented instructions regarding our processing of Client Data on your behalf (the ‘Instructions’). Any additional or alternate instructions must be consistent with the terms and conditions of this DPA and the Terms.

4. Your Obligations

Within the scope of the DPA and Terms and your use of the Services, you will be solely responsible for complying with all requirements that apply to you under the GDPR and Other Data Protection Laws and Regulations. You represent and warrant that you will be solely responsible for:

(i)the accuracy, quality, integrity, confidentiality and security of collected Client Data;
(ii)complying with all necessary transparency, lawfulness, fairness and other requirements under GDPR and Other Data Protection Laws and Regulations for the collection and use of the personal data by:
- establishing and maintaining the procedure for the exercise of the rights of the Data Subjects whose Client Personal Data are processed on behalf of Client;
- providing us only with data that has been lawfully and validly obtained and ensuring that such data will be relevant and proportionate to the respective uses;
- ensuring compliance with the provisions of this DPA and Terms by its personnel or by any third-party accessing or using Client Personal Data on its behalf.
(iii)ensuring that your Instructions to us regarding the processing of Client Data comply with the GDPR and Other Data Protection Laws and Regulations, including complying with principles of data minimisation, purpose and storage limitation; and
(iv)complying with all applicable laws, rules, regulations (including GDPR and Other Data Protection Laws and Regulations) in respect to any Instructions you issue to us.

5. Our Obligations

5.1. General Obligations.

With regard to the processing of Personal Data Uspacy shall:

(i)process Client Personal Data only for the purpose of providing the services, using appropriate technical and organisational security measures, and in compliance with the instructions received from Client subject to Sections 3 and 4 of this DPA;
(ii)inform Client if Uspacy cannot comply with its obligations under this DPA, in which case Client may terminate the Agreement or take any other reasonable actions, including suspending data processing operations;
(iii)inform Client if, in Uspacy’s opinion, a Client’s Instruction may be in violation of the provisions of the GDPR or Other Data Protection Laws and Regulations;
(iv)follow Client’s instructions regarding the collection of Client Personal Data (including with regard to the provision of notice and exercise of choice), in case Uspacy is obtaining Client Personal Data from Data Subjects on behalf of Client under Terms;
(v)take reasonable steps to ensure that any employee/contractor to whom Uspacy authorises access to Client Data on its behalf comply with respective provisions of the Terms and this DPA.

5.2. Notices to Client.

Upon becoming aware, we shall inform you of any legally binding request for disclosure of Client Personal Data by a Public Authority, unless Uspacy is otherwise forbidden by law to inform Client, for instance, to preserve the confidentiality of investigation by Public Authority. Uspacy will inform Client if it becomes aware of any notice, inquiry, or investigation by a Supervisory Authority with respect to the processing Client Personal Data under this DPA conducted between you and us.

5.3. Security Measures.

Uspacy shall implement and maintain appropriate technical and organisational measures to protect Client Data from personal data breaches (the ‘Security Incidents’), in accordance with our security standards set out in Annex II of this DPA. You acknowledge that security measures are subject to technical progress so that we may modify or update Annex II at our sole discretion provided that such modification or update does not result in a material degradation in the security measures offered by Annex II of this DPA at the time of signing this DPA.

5.4. Security Incident.

Upon becoming aware of a Security Incident, Uspacy shall: (i) notify you without undue delay after we become aware of the Security Incident; (ii) provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by you; and (iii) promptly take reasonable steps to contain and investigate any Security Incident so that you can notify competent authorities and/or affected Data Subjects of the Security Incident. Our notification of or response to a Security Incident shall not be construed as an acknowledgement by us of any fault or liability regarding the Security Incident.

5.5. Confidentiality.

Uspacy will not access or use, or disclose to any third party, any Client Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with contractual and legal obligations or binding order of a public body (such as a subpoena or court order). We shall ensure that any employee/contractor to whom we authorise access to Client Data on our behalf is subject to appropriate confidentiality contractual or statutory duty obligations with respect to Client Data, including after the end of their respective employment or termination or expiration of contract.

5.6. Return or Deletion of Client Data.

Uspacy shall, and shall cause any Sub-processors to, at the choice of Client, return all the Client Personal Data and copies of such data to Client or securely destroy them and demonstrate to the satisfaction of Client that it has taken such measures, unless GDPR or Other Data Protection Laws and Regulations prevent Uspacy from returning or destroying all or part of the Client Personal Data in our possession. In such a case, Uspacy agrees to preserve the confidentiality of the Client Personal Data retained by it and that it will only actively process such Client Personal Data after such date in order to comply with applicable laws and regulations or contractual obligations.

5.7. Reasonable Assistance.

Uspacy agreed to provide reasonable assistance to Client regarding:

(i)any request from a Data Subject in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Client Personal Data that Uspacy on behalf of Client. In the event that a Data Subject sends such a request directly to Uspacy, Section 7 of this DPA shall apply;
(ii)the investigation of Security Incident and communication of necessary notifications regarding such Security Incidents subject to Section 5.4 of this DPA;
(iii)preparation of data protection impact assessments and, where necessary, consultation of Client with the Supervisory Authority under Articles 35 and 36 of the GDPR.

6. Audit and Certification

If a Supervisory Authority requires an audit of the data processing facilities from which Uspacy processes Client Personal Data to ascertain or monitor Client's compliance with GDPR or Other Data Protection Laws and Regulations, Uspacy will cooperate with such audit. The Client is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Uspacy expends for any such audit, in addition to the rates for services performed by Uspacy.

Client may, prior to the commencement of processing, and at regular intervals, thereafter, audit the technical and organisational measures taken by Uspacy. If Client is the controller with respect to the personal data processed by Uspacy on its behalf, upon reasonable and timely advance agreement, during regular business hours and without interruption to Uspacy's business operations, Uspacy may provide Client with all information necessary to demonstrate compliance with its obligations laid down in the Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client with respect to such processing.

Uspacy shall, upon Client’s written request and within a reasonable period, provide Client with all information necessary for such audit, to the extent that such information is within Uspacy’s control and Uspacy is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.

7. Data Subject Request

In the event that a Data Subject contacts us with regard to the exercise of their rights under GDPR and Other Data Protection Laws and Regulations (in particular, requests for access to, rectification or blocking of Client Personal Data), we will use all reasonable efforts to forward such requests to you. If we are legally required to respond to such a request, we shall immediately notify you and provide you with a copy of the request unless we are legally prohibited from doing so.

8. Sub-processors and Third-party Processors

You agree that we may engage sub-processors in accordance with provisions set out in Clause 9 of respective SCCs to assist in fulfilling our obligations with respect to the provision of the services under the Terms. We agree to inform the Client of anyintended changes concerning the addition or replacement of Sub-processors, thereby giving the Client the opportunity to object to such changes within the period specified in SCC.

Client acknowledges that in the provision of some services, Uspacy, on receipt of instructions from Client, may transfer Client Personal Data to and otherwise interact with third party data processors. Client agrees that if and to the extent such transfers occur, Client is responsible for entering into separate contractual arrangements with such third-party data processors binding them to comply with obligations in accordance with the GDPR and Other Data Protection Laws and Regulations. For the avoidance of doubt, such third party data processors are not Sub-processors in the meaning of this DPA.

9. Transfers of Client Data

The Parties agree to abide by and process Client Data protected by the GDPR in compliance with the Standard Contractual Clauses approved by the European Commission decision 2021/914 of 4 June 2021 in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of natural and legal persons for transfer of personal data specified in Addenda and Appendixes to this DPA.

ADDENDUM I
Standard Contractual Clauses (Controller - Processor)

Section I

Clause 1. Purpose and Scope

For the purposes of the Clauses:

(a)The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

(i)the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii)the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

(с)These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2. Effect and invariability of the Clauses

(a)These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(с) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b)These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3. Third-party beneficiaries

(a)Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i)Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii)Clause 8.1(b), 8.9(a), (с), (d) and (e);
(iii)Clause 9(a), (с), (d) and (e);
(iv)Clause 12(a), (d) and (f);
(v)Clause 13;
(vi)Clause 15.1(с), (d) and (e)
(vii)Clause 16(e);
(viii)Clause 18(a) and (b);

(b)Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4. Interpretation

(a)Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(с)These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5. Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6. Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7. Docking clause

(a)An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b)Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(с)The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

Section II – Obligations of the parties

Clause 8. Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a)The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b)The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a)The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b)The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(с)In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d)The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii)the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii)the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(vi)the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a)The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b)The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(с)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 exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d)The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e)The Parties shall make the information referred to in paragraphs (b) and (с), including the results of any audits, available to the competent supervisory authority on request.

Clause 9. Use of sub-processors

(a)[GENERAL WRITTEN AUTHORISATION] The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b)Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. 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.

(с)The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10. Data subject rights

(a)The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b)The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(с)In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11. Redress

(a)The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.

(b)In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(с)Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d)The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e)The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f)The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12. Liability

(a)Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(с)Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d)The Parties agree that if the data exporter is held liable under paragraph (с) 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 importer’s responsibility for the damage.

(e)Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f)The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g)The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13. Supervision

(a)Where the data exporter is 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.

(b)The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

Section III – Local laws and obligations in case of access by public authorities

Clause 14. Local laws and practices affecting compliance with the Clauses

(a)The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b)The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i)the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii)the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii)any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(с)The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d)The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e)The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f)Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15. Obligations of the data importer in case of access by public authorities

15.1 Notification

(a)The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i)receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii)becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b)If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(с)Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d)The data importer agrees to preserve the information pursuant to paragraphs (a) to (с) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)Paragraphs (a) to (с) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a)The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(с)The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Section IV – Final provisions

Clause 16. Non-compliance with the Clauses and termination

(a)The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(с)The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i)the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii)the data importer is in substantial or persistent breach of these Clauses; or
(iii)the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d)Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (с) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17. Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Portugal.

Clause 18. Choice of forum and jurisdiction

(a)Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)The Parties agree that those shall be the courts of the Portugal.

(с)A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)The Parties agree to submit themselves to the jurisdiction of such courts.

ADDENDUM II
Standard Contractual Clauses (Processor-Processor)

Section I

Clause 1. Purpose and Scope

For the purposes of the Clauses:

(b)The Parties:

(i)the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii)the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(с)These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2. Effect and invariability of the Clauses

(b)These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3. Third-party beneficiaries

(a)Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i)Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii)Clause 8.1(a), (с) and (d) and Clause 8.9(a), (с), (d), (e), (f) and (g);
(iii)Clause 9(a), (с), (d) and (e);
(vi)Clause 12(a), (d) and (f);
(v)Clause 13;
(vi)Clause 15.1(с), (d) and (e)
(vii)Clause 16(e);
(viii)Clause 18(a) and (b);

(b)Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4. Interpretation

(a)Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(с)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

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. Docking clause

(с)The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

Section II – Obligations of the parties

Clause 8. Data protection safeguards

8.1 Instructions

(a)The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b)The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(с)The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d)The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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.

8.4 Accuracy

8.5 Duration of processing and erasure or return of data

8.6 Security of processing

8.7 Sensitive data

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii)the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
(iii)the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv)the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a)The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(с)The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d)The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e)Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f)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.

(g)The Parties shall make the information referred to in paragraphs (b) and (с), including the results of any audits, available to the competent supervisory authority on request.

Clause 9. Use of sub-processors

(a)(a) GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller 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 controller 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 controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

Clause 10. Data subject rights

(a)The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b)The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(с)In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11. Redress

The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.

(с)Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i)lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii)refer the dispute to the competent courts within the meaning of Clause 18.

(d)The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e)The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f)The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12. Liability

(a)Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(g)The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13. Supervision

(a)(Where the data exporter is 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.

Section III – Local laws and obligations in case of access by public authorities

Clause 14. Local laws and practices affecting compliance with the Clauses

(b)The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i)the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii)the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii)any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(d)The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

Clause 15. Obligations of the data importer in case of access by public authorities

15.1 Notification

(a)The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i)receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii)becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

The data exporter shall forward the notification to the controller.

15.2 Review of legality and data minimisation

(с)The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Section IV – Final provisions

Clause 16. Non-compliance with the Clauses and termination

(a)The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(с)The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i)the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii)the data importer is in substantial or persistent breach of these Clauses; or
(iii)the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

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 Portugal.

Clause 18. Choice of forum and jurisdiction

(a)Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)The Parties agree that those shall be the courts of the Portugal.

(с)A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)The Parties agree to submit themselves to the jurisdiction of such courts.

Appendix

Annex I

A. List of parties

Data exporter

Name: ‘You’, ‘Client’.

Address: the relevant information is contained in the Client’s account.

Contact person’s name, position and contact details: the relevant information is contained in the Client’s account.

Activities relevant to the data transferred under these Clauses:

- providing Uspacy’s services (CRM, internal communication, list-making, integration of communication channels, etc.).

Signature and date: By entering into the Terms, data exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the effective date of the agreement.

Role: For the purposes of Addendum I (Controller-to-Processor transfer) Client is a controller. For the purposes of Addendum II (Processor-to-Processor transfer) Client is a processor.

Data importer

Name: USPACY OÜ (16919030)

Address: Figueira da Foz, Largo Grupo Caras Direitas, Edificio Cristal Mar, 20, 11C, 3080-254, Portugal

Contact person’s name, position and contact details: Dmytro Suslov, Management board member, info@uspacy.com

Activities relevant to the data transferred under these Clauses:

- providing Uspacy’s services (CRM, internal communication, list-making, integration of communication channels, etc.).

Signature and date: By entering into the Terms, data importer is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the effective date of the agreement.

Role: processor

B. Description of transfer

1.Categories of data subjects whose personal data is transferred:

- Clients’ сustomers, prospects, employees, contractors, etc.

2.Categories of personal data transferred:

- Any relevant personal data of Client's customers, prospects, employees, or contractors.

3.Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved:

The transferred data may include special categories of personal data (sensitive data). The restrictions and safeguards specified in Annex II apply to these categories of personal data (if any).

4.The frequency of the transfer:

The personal data is transferred on a continuous basis.

5.Nature of the processing:

Personal data processing consists of the following:

- providing Uspacy’s services (CRM, internal communication, list-making, integration of communication channels, etc.).

6.Purpose(s) of the data transfer and further processing:

The purpose of the data processing under these Clauses is the performance of the services for data exporter by the data importer under the service agreement concluded between the data importer and the data exporter, including but not limited to, provision of CRM services, services for Clients’ internal communication (live feed, chats, video/audio calls, etc.), list-making services, or integration of communication channels (social media, marketplaces, messengers).

7.The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

The personal data shall be stored for the duration of this DPA concluded between the data importer and the data exporter, unless:

- otherwise agreed in writing; or
- the data importer is required by applicable law to retain some or all of the transferred personal data; or
- the account of the data exporter on the data importer’s platform is inactive (data exporter does not access and/or use the services provided by data importer) for the period specified in the Company’s Privacy Policy.

If the account of the data exporter on the data importer’s platform is inactive (data exporter does not access and/or the services provided the data importer) for the period specified in Company’s Privacy Policy, the personal data is to be deleted in accordance with clauses 8.5. of Addendum I (Controller-to-Processor transfer) and Addendum II (Processor-to-Processor transfer) respectively.

8.For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

subject matter: the performance of services.

nature: collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, alignment or combination, restriction, erasure or destruction.

duration: the performance of the services for the processor by the sub-processor under the service agreement concluded between the processor and sub-processor.

C. Competent supervisory authority

In accordance with Clause 13, competent supervisory authority under these Clauses is determined depending on what version of Clause 13(a) applies to the data exporter.

Annex II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

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

Measures of pseudonymisation and encryption of personal data:

- Database names are pseudonymized.
- All the relations consist only internal identifiers, not the exact PII data.
- All the data is transferred using SSL-secured connection.

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services:

- All the systems and services are monitored using Amazon Managed Service for Prometheus, Amazon OpenSearch Service and custom metrics.
- Any violation of systems integrity is logged and reported in real-time.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident:

- Files are stored using AWS S3 which provides data replication in 3 availability zones at a time which makes data available to restore even in case of physical destroy of 1 datacenter.
- All the databases are designed using AWS Aurora and replicated in 3 availability zones in the same time which makes data available to restore even in case of physical destroy of 1 datacenter.
- Files backup runs on daily basis.
- Databases backup runs on daily, weekly and monthly basis.

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing:

- Database passwords are rotated on the monthly basis
- SSL certificates are rotated on 3-months basis
- Only certain employees have access to PII data of clients.
- Internal VPN access is rotated on monthly basis
- JWT token secret is rotated on monthly basis

Measures for user identification and authorization:

- We have separated authorization service which issues SHA-256 encrypted JWT tokens.
- User identification by other services rely on signed claim inside the issued token.
- No user session is stored on the server’s side and cannot be intercepted or manipulated.
- To raise the security level, users can enable 2 factor authentication with one-time codes

Measures for the protection of data during transmission:

- All the data is transferred using SSL-secured connection.
- All the user requests have SHA-256 encrypted JWT tokens.

Measures for the protection of data during storage:

- Clients’ data is stored separately from each other, divided by services and clients.
- All the databases could be accessed only from Uspacy VPN or internal AWS network.
- Database names are pseudonymized and even with direct access to any it is impossible to specify the owner of the data.
- Files are stored in separated folders.
- S3 folder names are pseudonymized.

Measures for ensuring physical security of locations at which personal data are processed:

- AWS is responsible for protecting the infrastructure that runs AWS services in the AWS Cloud. No personal data is stored or processed outside of AWS infrastructure.

Measures for ensuring events logging:

- All of the events with clients’ data are logged and stored with the timeframe of 30 days
- All the system logs are anonymized and don’t contain any PII data
- Any access to client’s data inside our system is logged by us and/or AWS services

Measures for ensuring system configuration, including default configuration:

- All the system is configured centrally using Terraform.
- Terraform configuration is stored in private Github repository, all the changes are logged and cannot be manipulated or deleted.
- All the sensitive data (i.e. service passwords or secrets) is stored inside AWS Secrets Manager

Measures for internal IT and IT security governance and management:

- Only certain employees have access to PII data.

Measures for certification/assurance of processes and products:

Measures for ensuring data minimization:

- Only data which is needed to provide functionality of the system is collected.
- Users make their own decision regarding which data they want to store.

Measures for ensuring data quality:

Measures for ensuring limited data retention:

- System logs are rotated on the monthly basis
- Backups are rotated on the monthly basis
- All the other data retention is controlled by clients.

Measures for ensuring accountability:

Measures for allowing data portability and ensuring erasure:

- We provide open API with access to all the data so every client can export their data anywhere.
- By request, all the data is deleted from our databases and file storage.

Technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter:

Annex III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

Sub-processor 1:

Name: AMAZON WEB SERVICES INC.

Address: 410 Terry Avenue North, Seattle, WA 98109-5210

Contact person’s name, position and contact details: https://www.amazon.com/gp/help/customer/display.html?nodeId=GX7NJQ4ZB8MHFRNJ (Customer Service).

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): transfer and storage of personal data.

Data processing addendum

1. Definitions

2. Roles and Responsibilities

2.1. Roles under GDPR.

2.2. Application of SCCs.

3. Instructions

4. Your Obligations

5. Our Obligations

5.1. General Obligations.

5.2. Notices to Client.

5.3. Security Measures.

5.4. Security Incident.

5.5. Confidentiality.

5.6. Return or Deletion of Client Data.

5.7. Reasonable Assistance.

6. Audit and Certification

7. Data Subject Request

8. Sub-processors and Third-party Processors

9. Transfers of Client Data

ADDENDUM I Standard Contractual Clauses (Controller - Processor)

Section I

Clause 1. Purpose and Scope

Clause 2. Effect and invariability of the Clauses

Clause 3. Third-party beneficiaries

Clause 4. Interpretation

Clause 5. Hierarchy

Clause 6. Description of the transfer(s)

Clause 7. Docking clause

Section II – Obligations of the parties

Clause 8. Data protection safeguards

8.1 Instructions

8.2 Purpose limitation

8.3 Transparency

8.4 Accuracy

8.5 Duration of processing and erasure or return of data

8.6 Security of processing

8.7 Sensitive data

8.8 Onward transfers

8.9 Documentation and compliance

Clause 9. Use of sub-processors

Clause 10. Data subject rights

Clause 11. Redress

Clause 12. Liability

Clause 13. Supervision

Section III – Local laws and obligations in case of access by public authorities

Clause 14. Local laws and practices affecting compliance with the Clauses

Clause 15. Obligations of the data importer in case of access by public authorities

15.1 Notification

15.2 Review of legality and data minimisation

Section IV – Final provisions

Clause 16. Non-compliance with the Clauses and termination

Clause 17. Governing law

Clause 18. Choice of forum and jurisdiction

ADDENDUM II Standard Contractual Clauses (Processor-Processor)

Section I

Clause 1. Purpose and Scope

Clause 2. Effect and invariability of the Clauses

Clause 3. Third-party beneficiaries

Clause 4. Interpretation

Clause 5. Hierarchy

Clause 6. Description of the transfer(s)

Clause 7. Docking clause

Section II – Obligations of the parties

Clause 8. Data protection safeguards

8.1 Instructions

8.2 Purpose limitation

8.3 Transparency

8.4 Accuracy

8.5 Duration of processing and erasure or return of data

8.6 Security of processing

8.7 Sensitive data

8.8 Onward transfers

8.9 Documentation and compliance

Clause 9. Use of sub-processors

Clause 10. Data subject rights

Clause 11. Redress

Clause 12. Liability

Clause 13. Supervision

Section III – Local laws and obligations in case of access by public authorities

Clause 14. Local laws and practices affecting compliance with the Clauses

ADDENDUM I
Standard Contractual Clauses (Controller - Processor)

ADDENDUM II
Standard Contractual Clauses (Processor-Processor)