Data processing agreement

1.1 The Parties agree that, for Processing Personal Data, the Parties shall be Controller and Processor.

1.2 Processor shall Process Personal Data only on behalf of Controller and at all times only in accordance with this Data Processing Agreement.

1.3 Within the scope of the Service Agreement, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.

2.1 Processor will Process Personal Data in accordance with Controller's instructions. This Data Processing Agreement contains Controller's initial instructions to Processor. The Parties agree that Controller may communicate any change in its initial instructions to the Processor by way of written notification to the Processor and that Processor shall abide by such instructions. The Processor shall maintain a secure, complete, accurate and up to date record of all such individual instructions.

2.2 For the avoidance of doubt, any instructions that would lead to processing outside the scope of this Data Processing Agreement (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the contract change procedure under the Service Agreement.

2.3 Where instructed by Controller, Processor shall correct, delete or block Personal Data.

2.4 Processor shall promptly inform the Controller in writing if, in Processor's opinion, an instruction infringes Data Protection Laws and provide an explanation of the reasons for its opinion in writing.

2.5 Processor shall not be liable for any DP Losses arising from or in connection with any processing made in accordance with Controller’s instructions following Controller’s receipt of any information provided by Processor in this Section 2.

The processor will restrict its personnel from Processing Personal Data without authorization. Processor will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.

4.1 Processor will not disclose Personal Data to any third party (including any government agency, court, or law enforcement) except as set forth in this Data Processing Agreement or with written consent from Controller or as necessary to comply with applicable mandatory laws. If Processor is obliged to disclose Personal Data to a law enforcement agency or third party, Processor agrees to give Controller reasonable notice of the access request prior to granting such access, to allow Controller to seek a protective order or other appropriate remedy. If such notice is legally prohibited, Processor will take reasonable measures to protect the Personal Data from undue disclosure as if it were Processor’s own confidential information being requested and shall inform Controller promptly as soon as possible if and when such legal prohibition ceases to apply.

4.2 In case Controller receives any request or communication from Data Subjects which relates to the Processing of Personal Data ("Request"), Processor shall provide the Controller with full cooperation, information and assistance ("Assistance") in relation to any such Request where instructed by Controller.

4.3 Where Processor receives a Request, Processor shall (i) not directly respond to such Request, (ii) forward the request to Controller within 3 (three) business days of identifying the Request as being related to the Controller and (iii) provide Assistance according to further instructions from Controller.

5.1 The Processor assists the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of Processing and the information available to the Processor.

5.2 Where a Data Protection Impact Assessment ("DPIA") is required under applicable Data Protection Laws for the Processing of Personal Data, Processor shall provide upon request Controller with reasonable cooperation and assistance needed to fulfill Customer’s obligation to carry out a DPIA related to Customer’s use of the Services, to the extent that Customer does not otherwise have access to the relevant information and such information is available to Workforce Cloud Tech, Inc. (Recruit CRM).

5.3 The Controller shall pay the Processor reasonable charges mutually agreed between the parties for providing the assistance in Section 5, to the extent that such assistance is not reasonably able to be accommodated within the normal provision of the Services.

6.1 Processor shall, in accordance with Data Protection Laws, make available to Controller on request in a timely manner such information as is necessary to demonstrate compliance by Processor with its obligations under Data Protection Laws.

6.2 Workforce Cloud Tech, Inc. (Recruit CRM) has obtained third-party certifications and audits set forth on our security page. Upon Controller’s written request and subject to the confidentiality obligations set forth in the Service Agreement, Workforce Cloud Tech, Inc. (Recruit CRM) will make available to Controller a copy of Workforce Cloud Tech, Inc. (Recruit CRM)’ then most recent third-party certifications or audits, as applicable.

6.3 Processor shall, upon reasonable notice, allow for and contribute to inspections of the Processor's Processing of Personal Data, as well as the TOMs (including data processing systems, policies, procedures and records), during regular business hours and with minimal interruption to Processor's business operations. Such inspections are conducted by the Controller, its affiliates or an independent third party on Controller's behalf (which will not be a competitor of the Processor) that is subject to reasonable confidentiality obligations.

6.4 Controller shall pay Processor reasonable costs of allowing or contributing to audits or inspections in accordance with Section 6.3 where Controller wishes to conduct more than one audit or inspection every 12 months. Processor will immediately refer to Controller any requests received from national data protection authorities that relate to the Processor’s Processing of Personal Data.

6.5 Processor undertakes to cooperate with Controller in its dealings with national data protection authorities and with any audit requests received from national data protection authorities. Controller shall be entitled to disclose this Data Processing Agreement or any other documents (including contracts with subcontractors) that relate to the performance of its obligations under this Data Processing Agreement (commercial information may be removed).

In respect of Customer data incidents Processor shall:

7.1 Notify Controller of a Personal Data Breach involving Processor or a subcontractor without undue delay (but in no event later than 72 hours after becoming aware of the incident).

7.2 Make reasonable efforts to identify the cause of such incident and take those steps as Processor deems necessary and reasonable in order to remediate the cause of the incident to the extent that it is within Workforce Cloud Tech, Inc. (Recruit CRM)’ reasonable control.

7.3 Provide reasonable information, cooperation and assistance to Controller in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.

The obligations contained in Section 7 should not apply to data incidents that are caused by Customer or Customer’s users.

8.1 Workforce Cloud Tech, Inc. (Recruit CRM) may transfer your Personal Data to countries other than the one in which you live, including transfers to the United States. To the extent that Personal Data is transferred abroad, Workforce Cloud Tech, Inc. (Recruit CRM) will ensure compliance with the requirements of the applicable laws in the respective jurisdiction in line with Workforce Cloud Tech, Inc. (Recruit CRM)'s obligations.

8.2 Workforce Cloud Tech, Inc. (Recruit CRM) and its associated entities have entered into Standard Contractual Clauses (“SCC”) among themselves as authorized by the European Commission under the GDPR for the transfer of personal data from Workforce Cloud Tech, Inc. (Recruit CRM) in the EEA, UK, and Switzerland to provide the Service in accordance with the Terms of Service.

8.3 Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

8.4 Where the Client is based in the European Economic Area (EEA), the parties acknowledge that the transfer of Personal Data by Client to Workforce Cloud Tech, Inc. (Recruit CRM will involve the transfer of data outside the EEA. From an EU data protection perspective and purposes of applicable regulation, Client will be the Data Exporter and Workforce Cloud Tech, Inc. (Recruit CRM) will be the Data Importer.

8.5 Where the Data Exporter is not based in the United States (“US”) or the EEA, the parties acknowledge that the transfer of Personal Data by the Data Exporter to Workforce Cloud Tech, Inc. (Recruit CRM) will involve onward transfer of Personal Data from the country in which Data Exporter is based to the EEA, the US and other jurisdictions where Workforce Cloud Tech, Inc. (Recruit CRM) and its Sub-Processors are registered.

8.6 Client acknowledges that in connection with the performance of the Services, Workforce Cloud Tech, Inc. (Recruit CRM), is a recipient of European Client Data in the United States. The parties acknowledge and agree the following:

1. Standard Contractual Clauses: The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses (Commission implementing Decision (EU) 2021/914).
2. Workforce Cloud Tech, Inc. (Recruit CRM) Sub-Processors in jurisdictions they have operations.
3. Privacy Shield: Although Workforce Cloud Tech, Inc. (Recruit CRM), Inc. does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as Workforce Cloud Tech, Inc. (Recruit CRM). is self-certified to the Privacy Shield, Workforce Cloud Tech, Inc. (Recruit CRM) will process European Client Data in compliance with the Privacy Shield Principles and let Client know if it is unable to comply with this requirement.

If, for any reason, Workforce Cloud Tech, Inc. (Recruit CRM) cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses, and Client intends to suspend the transfer of European Client Data to Workforce Cloud Tech, Inc. (Recruit CRM). or terminate the Standard Contractual Clauses, Client agrees to provide Workforce Cloud Tech, Inc. (Recruit CRM) with reasonable notice to enable Workforce Cloud Tech, Inc. (Recruit CRM) to cure such non-compliance and reasonably cooperate with Workforce Cloud Tech, Inc. (Recruit CRM) to identify what additional safeguards, if any, may be implemented to remedy such noncompliance. If Workforce Cloud Tech, Inc. (Recruit CRM) has not or cannot cure the non-compliance, Client may suspend or terminate the affected part of the Service in accordance with the Terms of Service without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

For the technical and organizational measures (TOMs), reference is made to and Annex II of the Standard Contractual Clauses.

For sub-processing, reference is made to Annex III of the Standard Contractual Clauses. In event of objection by the Controller to the appointment or replacement of any sub processor, Processor will either not appoint or replace the sub processor or, if this is not possible, Controller may suspend or terminate the Service(s) (without prejudice to any fees incurred by Controller prior to such suspension or termination).

10.1 This Data Processing Agreement becomes effective upon signature. It shall continue to be in full force and effect as long as Processor is processing Personal Data according to Exhibit 1 Annex I and shall cease automatically thereafter.

10.2 The Controller may terminate the Data Processing Agreement as well as the Service Agreement for cause, at any time upon reasonable notice or without notice, as selected by Controller, if the Processor is in material breach of the terms of this Data Processing Agreement.

10.3 Where amendments are required to ensure compliance of this Data Processing Agreements with Data Protection Laws, the Parties shall agree on such amendments upon request of Controller and, for the avoidance of doubt, with no additional costs to Controller. Where the parties are unable to agree upon such amendments, either party may terminate the Service Agreement and this Data Processing Agreement with 90 days written notice to the other party.

The controller may export all Customer Data prior to the termination of the Customer's Account. In any event, following the termination of the Customer's Account, (i) subject to (ii) and (iii) below and the Service Agreement, Customer Data will be retained for a period of fourteen (14) days from such termination within which Controller may contact Processor to export Customer Data; (ii) where the Controller does not use custom mailbox and uses the e-mail feature, if available within the Service(s), e-mails forming part of Customer Data are automatically archived for a period of three (3) months; and (iii) logs are archived for a period of thirty (30) days in the log management systems, post which logs are retired to a restricted archived cold storage for a period of eleven (11) months (each a "Data Retention Period"). Beyond each Data Retention Period, Processor reserves the right to delete all Customer Data in the normal course of operation except as necessary to comply with Processor's legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted.

12.1 In case of any conflict, the provisions of this Data Processing Agreement shall take precedence over the provisions of any other agreement with the Processor.

12.2 The limitation of liability stated in the Service Agreement apply to the breach of the Data Processing Agreement.

12.3 No Party shall receive any remuneration for performing its obligations under this Data Processing Agreement except as explicitly set out herein or in another agreement.

12.4 Where this Data Processing Agreement requires a "written notice" such notice can also be communicated per email to the other Party. Notices shall be sent to the contact persons set out in Exhibit 1 Annex I.

12.5 Any supplementary agreements or amendments to this Data Processing Agreement must be made in writing and signed by both Parties.

12.6 Should individual provisions of this Data Processing Agreement become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this agreement.

"Data Protection Laws" shall mean the data protection laws of the country in which Controller is established, including the GDPR, and any data protection laws applicable to Controller in connection with the Service Agreement. Where the Controller is not established in an EU Member State the California Consumer Privacy Act applies in addition.

"DP Losses” means all liabilities, including:

1. costs (including legal costs);
2. claims, demands, actions, settlements, charges, procedures, expenses, losses and damages (whether material or non-material, and including for emotional distress);
3. to the extent permitted by applicable law:

(i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a data protection authority or any other relevant Regulatory Authority;

(ii) compensation to a Data Subject ordered by a data protection authority to be paid by Processor;

(iii) the costs of compliance with investigations by a data protection authority or any other relevant Regulatory Authority.

"GDPR" shall mean 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.

"Personal Data" mean any information relating to an identified or identifiable natural person as defined by the General Data Protection Regulation of the European Union ("GDPR" EC-2016/679) that is Processed by the Processor as part of providing the services to Controller as described in Exhibit 1.

"Service Agreement" shall mean the Terms of Service available at https://recruitcrm.io/legal/terms/ or a master services agreement executed between the Parties.

"Standard Contractual Clauses/EU Standard Contractual Clauses" the standard contractual clauses set forth in Exhibit 1 for the transfer of Personal Data from a Data Controller in the European Economic Area to Processors established in third countries in the form set out in the Annex of the Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as amended by incorporating the description of the Personal Data to be transferred and the technical and organizational measures to be implemented as set out in the Appendix.

"Controller", "Data Subject", "Personal Data Breach", "Processor" and "Process"/”Processing” shall have the meaning given to them in the GDPR.

Clause 1 - Purpose and scope

1. 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.
2. 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').

3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
4. 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

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

1. 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 - Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 – Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b);

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

Clause 4 - Interpretation

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
3. 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

1. 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.
2. 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.
3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

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.

Clause 9 - Use of sub-processors

1. 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 15 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.
2. 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.
3. 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.
4. 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.
5. 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

1. 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.
2. 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.
3. In fulfilling its obligations under paragraphs and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11 - Redress

1. 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.
2. 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.
3. 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.

4. 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.
5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. 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

1. 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.
2. 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.
3. 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.
4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
5. 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.
6. 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.
7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 - Supervision

1. The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
   Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
   Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
2. 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.

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

1. 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.
2. The Parties declare that in providing the warranty in paragraph , 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.

3. 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.
4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
5. 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 , 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).
6. 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

Clause 16 - Non-compliance with the Clauses and termination

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
2. 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).
3. 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.

4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 - Governing law

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

Clause 18 - Choice of forum and jurisdiction

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
2. The Parties agree that those shall be the courts of Berlin, Federal Republic of Germany
3. 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.
4. The Parties agree to submit themselves to the jurisdiction of such courts.

A. LIST OF PARTIES

B. DESCRIPTION OF TRANSFER

C. COMPETENT SUPERVISORY AUTHORITY

Processor maintains and enforces various policies, standards and processes designed to secure personal data and other data to which Processor employees are provided access, and updates such policies, standards and processes from time to time consistent with industry standards. Following is a description of some of the technical and organizational measures implemented by Processor as of the date of signature:

1. General security procedures

1.1 Processor shall be responsible for establishing and maintaining an information security program that is designed to: (i) protect the security and confidentiality of Personal Data; (ii) protect against anticipated threats or hazards to the security or integrity of the Personal Data; (iii) protect against unauthorized access to or use of the Personal Data; (iv) ensure the proper disposal of Personal Data, as further defined herein; and, (v) ensure that all employees and subcontractors of Processor, if any, comply with all of the foregoing. Processor shall designate an individual to be responsible for the information security program. Such individual shall respond to Controller inquiries regarding computer security and to be responsible for notifying Controller-designated contact(s) if a breach or an incident occurs, as further described herein.

1.2 Processor shall conduct formal privacy and security awareness training for all its employees as soon as reasonably practicable after the time of hiring and/or prior to being appointed to work on Personal Data and annually recertified thereafter. Documentation of security awareness training shall be retained by Processor, confirming that this training and subsequent annual recertification process have been completed.

1.3 Controller shall have the right to review an overview of Processor’s information security program prior to the commencement of Service and annually thereafter upon Controller request.

1.4 Processor shall not transmit any unencrypted Personal Data over the internet or any unsecured network, and shall not store any Personal Data on any mobile computing device, such as a laptop computer, USB drive or portable data device, except where there is a business necessity and then only if the mobile computing device is protected by industry-standard encryption software. Processor shall encrypt Personal Data in transit into and out of the Services over public networks using industry standard protocols.

1.5 In the event of any apparent or actual theft, unauthorized use or disclosure of any Personal Data, Processor shall immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and without undue delay and within 72 hours following confirmation of any such event, provide Controller notice thereof, and such further information and assistance as may be reasonably requested. Upon Controller request, remediation actions and reasonable assurance of resolution of discovered issues shall be provided to Controller.

2. Network and communications security

2.1 All Processor connectivity to Controller computing systems and/or networks and all attempts at same shall be only through Controller’s security gateways/firewalls and only through Controller-approved security procedures.

2.2 Processor shall not access and will not permit unauthorized persons or entities to access Controller computing systems and/or networks without Controller’s express written authorization and any such actual or attempted access shall be consistent with any such authorization.

2.3 Processor shall take appropriate measures to ensure that Processor’s systems connecting to Controller’s systems and anything provided to Controller through such systems does not contain any computer code, programs, mechanisms or programming devices designed to, or that would enable, the disruption, modification, deletion, damage, deactivation, disabling, harm or otherwise be an impediment, in any manner, to the operation of Controller’s systems.

2.4 Processor shall maintain technical and organisational measures for data protection including: (i) firewalls and threat detections systems to identify malicious connection attempts, to block spam, viruses and unauthorized intrusion; (ii) physical networking technology designed to resist attacks by malicious users or malicious code; and (iii) encrypted data in transit over public networks using industry standard protocols.

3. Personal data handling procedures

3.1 Erasure of Information and Destruction of Electronic Storage Media. All electronic storage media containing Personal Data must be wiped or degaussed for physical destruction or disposal, in a manner meeting forensic industry standards such as the NIST SP800-88 Guidelines for Media Sanitization, prior to departing Controller Work Area(s), with the exception of encrypted Personal Data residing on portable media for the express purpose of providing service to the Controller. Processor shall maintain commercially reasonable documented evidence of data erasure and destruction for infrastructure level resources.

3.2 Processor shall maintain authorization and authentication technologies and processes to ensure that only authorized persons access Personal Data, including: (i) granting access rights on the basis of the need-to-know-principle; (ii) reviewing and maintaining records of employees who have been authorized or who can grant, alter or cancel authorized access to systems; (iii) requiring personalized, individual access accounts to use passwords that meet complexity, length and duration requirements; (iv) storing passwords in a manner that makes them undecipherable if used incorrectly or recovered in isolation; (v) encrypting, logging and auditing all access sessions to systems containing Personal Data; and (vi) instructing employees on safe administration methods when computers may be unattended such as use of password protected screen savers and session time limits.

3.3 Processor shall maintain logical controls to segregate Personal Data from other data, including the data of other customers.

3.4 Processor shall maintain measures to provide for separate processing of data for different purposes including: (i) provisioning Controller within its own application-level security domain, which creates logical separation and isolation of security principles between customers; and (ii) isolating test or development environments from live or production environments.

4. Physical security

4.1 Processor shall ensure that at least the following physical security requirements are met:

1. All backup and archival media containing Personal Data must be contained in secure, environmentally controlled storage areas owned, operated, or contracted for by Processor. All backup and archival media containing Personal Data must be encrypted.
2. Technical and organisational measures to control access to data center premises and facilities are in place and include: (i) staffed reception desks or security officers to restrict access to identified, authorized individuals; (ii) visitor screening on arrival to verify identity; (iii) all access doors, including equipment cages, secured with automatic door locking systems with access control systems that record and retain access histories; (iv) monitoring and recording of all areas using CCTV digital camera coverage, motion detecting alarm systems and detailed surveillance and audit logs; (v) intruder alarms present on all external emergency doors with one-way internal exit doors; and (vi) segregation of shipping and receiving areas with equipment checks upon arrival.
3. Processor shall maintain measures to protect against accidental destruction or loss of Personal Data including: (i) fire detection and suppression, including a multi-zoned, dry-pipe, double-interlock, pre-action fire suppression system and a Very Early Smoke Detection and Alarm (VESDA); (ii) redundant on-site electricity generators with adequate supply of generator fuel and contracts with multiple fuel providers; (iii) heating, ventilation, and air conditioning (HVAC) systems that provide stable airflow, temperature and humidity, with minimum N+1 redundancy for all major equipment and N+2 redundancy for chillers and thermal energy storage; and (iv) physical systems used for the storage and transport of data utilizing fault tolerant designs with multiple levels of redundancy.

5. Security testing

5.1 During the performance of Services under the Agreement, Processor shall engage, at its own expense and at least one time per year, a third party vendor (“Testing Company”) to perform penetration and vulnerability testing (“Security Tests”) with respect to Processor’s systems containing and/or storing Personal Data.

5.2 The objective of such Security Tests shall be to identify design and/or functionality issues in applications or infrastructure of the Processor systems containing and/or storing Personal Data, which could expose Controller’s assets to risks from malicious activities. Security Tests shall probe for weaknesses in applications, network perimeters or other infrastructure elements as well as weaknesses in process or technical countermeasures relating to the Processor systems containing and/or storing Personal Data that could be exploited by a malicious party.

5.3 Security Tests shall identify, at a minimum, the following security vulnerabilities: invalidated or un- sanitized input; broken or excessive access controls; broken authentication and session management; cross- site scripting (XSS) flaws; buffer overflows; injection flaws; improper error handling; insecure storage; common denial of service vulnerabilities; insecure or inconsistent configuration management; improper use of SSL/TLS; proper use of encryption; and anti-virus reliability and testing.

5.4 Within a reasonable period after the Security Test has been performed, Processor shall remediate the issues (if any) identified and subsequently engage, at its own expense, the Testing Company to perform a revalidation Security Test to ensure resolution of identified security issues. Results thereof shall be made available to the Controller upon request.

6. Security audit

6.1 Processor, and all subcontracted entities (as appropriate) shall conduct at least annually an SSAE 18 (or equivalent) audit covering all systems and/or facilities utilized to provide the Service to the Controller and will furnish to Controller the results thereof promptly following Controller’s written request. If, after reviewing such audit results, Controller reasonably determines that security issues exist relating to the Service, Controller will notify Processor, in writing, and Processor will promptly discuss and where commercially feasible, address the identified issues. Any remaining issues shall be documented, tracked and addressed at such time as agreed upon by both Processor and the Controller.

7. Google API Disclosure

Recruit CRM’s use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.