DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) is an agreement between SequelOne Solutions Private Limited. (“SSPL,” “we,” “us,” or “our”) and you or the entity you represent (“Customer”, “client”, “you” or “your”). This DPA supplements and is a part and parcel of other agreements between Customer and SSPL.
By signing the Agreement, Customer enters into this addendum on behalf of itself and, to the extent required under applicable Data Protection laws and Regulations, in the name and on behalf of its authorized affiliates, if and to the extent SSPL processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term "Customer" shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
In the course of providing the Services to Customer pursuant to the Agreement, SSPL may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal data, each acting reasonably and in good faith.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership and/or control of more than 50% of the voting interests of the subject entity.
- “Authorized Affiliate” means any of Customer's Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states and/or the United Kingdom and Switzerland (b) is permitted to use the Services pursuant to the agreement between customer and SSPL, but has not signed its own agreement with SSPL and is not a "Customer" as defined under the Agreement.
- “Controller/Business” means the entity which determines the purposes and means of the Processing of Personal Data.
- “Customer Data” means what is defined in the Agreement as “Customer Data”.
- “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, and the United Kingdom and Switzerland applicable to the Processing of Personal Data under the Agreement.
- “Data Subject” means the identified or identifiable person to whom Personal Data relates.
- “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
- “Personal Data” means any information relating to:
- an identified or identifiable natural person and,
- an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection SSPL and Regulations), where for each
- (i) or (ii), such data is Customer Data.
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Processor” means the entity which Processes Personal Data on behalf of the Controller.
- “Standard Contractual Clauses” means the agreement executed by and between Customer and SSPL, and attached hereto pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
- “Sub-processor” means any Processor engaged by SSPL or its affiliate(s).
- “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
- "Effective Date" means the date of execution of this Addendum by SSPL and Client.
- “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, access to, or other unauthorized Processing of Personal Data transmitted, stored or otherwise Processed.
PROCESSING OF PERSONAL DATA
- Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, SSPL is the Processor and that SSPL or members of the SSPL Group will engage Sub-processors pursuant to the requirements set forth in Section 4 “Sub-processors”.
- SSPL’ Processing of Personal Data. SSPL shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
- Confidentiality of Customer Data. SSPL will not access or use, or disclose to any third party, any Customer Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with the law or a valid and binding order of a governmental body (such as court order). If a governmental body sends SSPL a demand for Customer Data, SSPL will attempt to redirect the governmental body to request that data directly from Customer. As part of this effort, SSPL may provide Customer’s basic contact information to the government body. If compelled to disclose Customer Data to a government body, then SSPL will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless SSPL is legally prohibited from doing so. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses.
- Details of the Processing. The subject-matter of Processing of Personal Data by SSPL is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Appendix 1 to Annexure 1 (Details of the Processing) to this DPA.
RIGHTS OF DATA SUBJECTS
SSPL shall, to the extent legally permitted, promptly notify Customer if SSPL receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the Processing, SSPL shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, SSPL shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent SSPL is legally permitted to do so and the response to such Data Subject Request is required under Data Protection SSPL and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from SSPL’s provision of such assistance.
- Authorised Sub-processors. Customer agrees that SSPL may use sub-processors to fulfill its contractual obligations under this DPA or to provide certain services on its behalf, such as providing support services. A list of sub-processors is attached in Appendix 3 to Annexure 1 who are currently engaged by SSPL to carry out processing activities on Customer Data on behalf of Customer. Before SSPL engages any new sub-processor to carry out processing activities on Customer Data on behalf of Customer, SSPL will provide Customer with a mechanism to obtain notice of that update. If Customer objects to a new sub-processor, then without prejudice to any termination rights Customer has under the Agreement and subject to the applicable terms and conditions, Customer may terminate the agreement. Customer consents to SSPL’ use of sub-processors as described in this Section. Except as set forth in this Section, or as Customer may otherwise authorize, SSPL will not permit any sub-processor to carry out processing activities on Customer Data on behalf of Customer.
- Sub-processor Obligations. Where SSPL authorizes any sub-processor as described in Section 4.1:
- (i) SSPL will restrict the sub-processor’s access to Customer Data only to what is necessary to maintain the Services or to provide the Services to Customer and any End Users in accordance with the Documentation and SSPL will prohibit the sub-processor from accessing Customer Data for any other purpose;
- (ii) SSPL will enter into a written agreement with the sub-processor and, to the extent that the sub-processor is performing the same data processing services that are being provided by SSPL under this DPA, SSPL will impose, wherever possible, on the sub-processor the same contractual obligations that SSPL has under this DPA; and
- (iii) SSPL will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the sub-processors that cause SSPL to breach any of SSPL’s obligations under this DPA.
- Liability. SSPL shall be liable for the acts and omissions of its Sub-processors to the same extent SSPL would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.
- Confidentiality. SSPL shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. SSPL shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
- Reliability. SSPL shall take commercially reasonable steps to ensure the reliability of any SSPL personnel engaged in the Processing of Personal Data.
- Limitation of Access. SSPL shall ensure that SSPL access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.
Upon termination of the Agreement or to comply with deletion requests or requests to return Personal Data, comply with Client’s request to delete, or return all the Personal Data to Client, and delete existing copies unless applicable law prevents it from returning or destroying all or part of the Personal Data or requires storage of the Personal Data (in which case SSPL will protect the confidentiality of the Personal Data, will not actively Process the Personal Data anymore, and will continue to comply with this Addendum).
Privacy Impact Assessment and Prior Consultation.
Taking into account the nature of the Services and the information available to SSPL, SSPL will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation pursuant to Articles 35 and 36 of the GDPR, by providing the information SSPL makes available under this Section.
International Data Transfers.
- The Client agrees that SSPL may transfer or store Personal Data Processed on behalf of Client outside of Europe or such other approved country or territory as necessary to perform Services on behalf of Client. By signing this Addendum, the Parties conclude the Standard Contractual Clauses attached as Annex 1. The entity signing this Addendum executes the Standard Contractual Clauses on its own behalf and on behalf of its Affiliates. The Standard Contractual Clauses will apply to Personal Data Processed by SSPL in the context of the Services that are transferred outside of Europe or such other approved country or territory either directly or via an onward transfer.
- Application of Standard Contractual Clauses. The Standard Contractual Clauses will apply to Customer Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR). The Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA. Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply if SSPL has adopted Binding Corporate Rules for Processors or an alternative recognized compliance standard for the lawful transfer of personal data (as defined in the GDPR) outside the EEA
- Customer Audits. Customer agrees to exercise any right it may have to conduct an audit or inspection, including under the Standard Contractual Clauses if they apply, by instructing SSPL to carry out the audit. If Customer wishes to change this instruction regarding the audit, then Customer has the right to request a change to this instruction by sending SSPL written notice as provided for in the Agreement. If SSPL declines to follow any instruction requested by Customer regarding audits or inspections, Customer is entitled to terminate this DPA and the Agreement. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses nor affects any supervisory authority’s or data subject’s rights under the Standard Contractual Clauses.
- Security of the Processing, Confidentiality, and Personal Data Breach Notification. SSPL agrees that it will: Have implemented and will maintain a comprehensive written information security program that complies with the Appendix 2 to Annex 1 of this Addendum, including appropriate technical and organizational measures to ensure a level of security appropriate to the risk and that, no later than the effective date of the GDPR, it will have implemented and will maintain a comprehensive written information security program that complies with the GDPR. In assessing the appropriate level of security, SSPL shall take 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 Data Subjects and the risks that are presented by the Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.
- Security Breach Notification.
- Security Incident. SSPL will (a) notify Customer of a Security Incident without undue delay after becoming aware of the Security Incident, and b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.
- SSPL Assistance. To assist Customer in relation to any personal data breach notifications Customer is required to make under the GDPR, SSPL will include in the notification such information about the Security Incident as SSPL is reasonably able to disclose to Customer, taking into account the nature of the Services, the information available to SSPL, and any restrictions on disclosing the information, such as confidentiality.
- Unsuccessful Security Incidents. Customer agrees that:
- An unsuccessful Security Incident will not be subject to this Section. An unsuccessful Security Incident is one that results in no unauthorized access to Customer Data or to any of SSPL’s equipment or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents; and
- SSPL’s obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by SSPL of any fault or liability of SSPL with respect to the Security Incident.
- Communication. Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s administrators by any means SSPL selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on the SSPL management console and secure transmission at all times.
- Entire Agreement; Conflict. Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between any other agreement between the parties including the Agreement and this DPA, the terms of this DPA will control.
Signature: ________________________ Signature: _______________________
Name: ________________________ Name: ________________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________
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 entity identified as “Customer” in the DPA
(the “data exporter”)
Sequel One Solutions Private Limited
(Registered Address – 145 Bhagirathi Apartments, Sector 9, Rohini, New Delhi 110 085
Corporate Address – Unit 806-811, 815, 8th Floor, Tower B, Emaar Digital Greens, Sector-61, Gurgaon, Haryana 122102)
(the “data importer”)
each a “party”; together “the parties”
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1 Definitions
For the purposes of the Clauses:
- '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;
- 'the data exporter' means the controller who transfers the personal data;
- '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;
- the sub processor' means any processor engaged by the data importer or by any other sub processor of the data importer who agrees to receive from the data importer or from any other sub processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
- '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;
- technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, 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
- 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.
- 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.
- The data subject can enforce against the sub processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub processor shall be limited to its own processing operations under the Clauses.
- 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:
- 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;
- 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;
- that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;
- 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, unauthorized 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;
- that it will ensure compliance with the security measures;
- 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;
- to forward any notification received from the data importer or any sub processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- to make available to the data subjects upon request a copy of the Clauses, except for Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub processing services which must 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;
- that, in the event of sub processing, the processing activity is carried out in accordance with Clause 11 by a sub processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
- that it will ensure compliance with Clause 4(a) to (I).
Clause 5 Obligations of the data importer
The data importer agrees and warrants:
- 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;
- 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;
- that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
- 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 unauthorized access, and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
- 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;
- 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;
- to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, except for 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;
- that, in the event of sub processing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the sub processor will be carried out in accordance with Clause 11;
- to send promptly a copy of any sub processor agreement it concludes under the Clauses to the data exporter.
Clause 6 Liability
- The parties agree that any data subject, who has suffered damage because of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub processor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub processor of its obligations to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub processor agrees that the data subject may issue a claim against the data sub processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub processor shall be limited to its own processing operations under the Clauses.
Clause 7 Mediation and jurisdiction
- 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.
- 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
- 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.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub processor preventing the conduct of an audit of the data importer, or any sub processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9 Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10 Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11 Sub processing
- 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. AWS GDPR Data Processing Addendum 15 Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter; it shall do so only by way of a written agreement with the sub processor which imposes the same obligations on the sub processor as are imposed on the data importer under the Clauses. Where the sub processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub processor’s obligations under such agreement.
- The prior written contract between the data importer and the sub processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub processor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for sub processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of sub processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Clause 12 Obligation after the termination of personal data processing services
- The parties agree that on the termination of the provision of data processing services, the data importer and the sub processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the sub processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
Signature: ________________________ Signature: _____ __________________
Name: ________________________ Name: ________________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________
APPENDIX 1 TO ANNEX 1 – STANDARD CONTRACTUAL CLAUSES
The data exporter is the legal entity specified as "Customer" in the DPA.
The data importer is SequelOne Solutions Private Limited and /or its affiliate(s) .
You may submit Personal Data in the course of using the SAAS product, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
- Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors.
- Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.
Categories of Data
You may submit Personal Data to the SAAS product, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
- Contact Information (as defined in the Agreement Terms).
- Any other Personal Data submitted by, sent to, or received by you, or your end users, via the SAAS product, as part of employment contract and processing of employment related services
- Sensitive personal data information (SPDI): Data consisting of biometric data, data concerning health or data concerning a natural person's financial information.
Processing operations (or purposes)
Personal Data will be processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
- Storage and other Processing necessary to provide, maintain and improve the SAAS products provided to you; and/or
- Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
DURATION OF PROCESSING
Subject to the 'Clause 12’ section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
APPENDIX 2 TO ANNEX 1 – SECURITY CLAUSES
We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement Terms.
a) Access Control
i) Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
All SSPL locations are adequately protected at the perimeter level to ensure safety and security of its associates, assets, information and data. An automated access control tool, based on use of smart card readers has been installed at entry/exit points, server rooms to ensure that only authorized personnel are allowed. The entry/ exit logs are reviewed.
CCTV cameras are installed at Entry/Exit points of the facility and for the restricted areas like server rooms. CCTV logs are reviewed. No portable external media (CD’s, floppy disks, USB drives, any form of mass storage devices) are allowed inside the Client ODC’s. A signage of same is displayed at entry/exit points.
Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key specific to each Customer through encrypted API(s).
ii) Preventing Unauthorized Product Use
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect SAAS product and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.
Penetration testing: We maintain relationships with industry recognized penetration testing service providers for penetration tests to be scheduled annually. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
iii) Limitations of Privilege & Authorization Requirements
Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.
Segregation of Sys Admin duties and responsibilities are segregated in order to reduce opportunities for unauthorized modification or misuse of information. System Administrators, back up operators and server operators have clear segregation of duties.
Personal checks: All SSPL employees are required to conduct themselves in a manner consistent with Client guidelines, non-disclosure requirements, and ethical standards.
b) Transmission Control
In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces on every customer site hosted on the SSPL products. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords with policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is masked for general access.
c) Input Control
Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
d) Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using industry standard methods.
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
APPENDIX 3 TO ANNEX 1 – STANDARD CONTRACTUAL CLAUSES
Following is the current list of sub-processors employed by us for providing services to the clients:
- Amazon Web Services (AWS)
- Netmagic Solutions