This Data Processing Addendum ("Addendum") shall form an integral part of the Terms of Use / EULA for SaaS / EULA for an On Premise version of Celoxis as the case may be ("Agreement") between: (i) Customer (acting on its own behalf and as agent for each Customer or its Authorized Affiliate); and (ii) Celoxis acting on its own behalf and as agent for each Celoxis Affiliate.

All capitalized terms not defined herein shall have the meaning set forth in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall form an integral part of the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended by, and including, this Addendum.

1. Definitions
  • 1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
    • “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 (b) is permitted to use the Celoxis Services pursuant to the Agreement between Customer and Celoxis.
    • “Celoxis Group” means “We” “Us”, “Celoxis” and its Authorised Affiliates engaged in the Processing of Personal Data.
    • “Customer” means any client of Celoxis incorporated and based out of the E.U. territory who has opted for the Services of Celoxis and have opened an User Account with Celoxis for the benefit of its Users including their Authorised Affiliates.
    • “Customer Personal Data” means Personal Data included in the “Member Data” or “Data” (as such terms are defined in the Agreement).
    • “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union and their Member States and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
    • "Data Transfer" means (1) a transfer of Personal Data from the Customer or any Customer Authorized Affiliate to a Celoxis Group member or a Sub-processor; or (2) an onward transfer of Personal Data from a Celoxis Group member to a Sub-processor, or between two establishments of a Sub-processor, in each case, where such transfer originates from the European Union, to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories.
    • “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).
    • “Standard Contractual Clauses” means the contractual clauses attached hereto as Annex 2 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 Celoxis or a member of the Celoxis Group and that Processes Customer Personal Data.
    • “Security Specifications” means the Security and Architecture information applicable to the Celoxis Services purchased by Customer, available at: https://www.celoxis.com/security.php as updated from time to time by Celoxis.
  • 1.2 The terms, "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing", "Processor" and "Supervisory Authority" shall have the same meaning as in the GDPR.
2. Processing of Customer Personal Data
  • 2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Celoxis is the Processor and that Celoxis or its Affiliates will engage Sub-processors pursuant to the requirements set forth in Section 5 “Subprocessing” below.
  • 2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Celoxis Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data, and the means by which Customer acquired Personal Data.
  • 2.3 Celoxis’s Processing of Personal Data. Celoxis 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 and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Celoxis 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.
  • 2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Celoxis is the performance of the Celoxis Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the categories of Data Subjects and types of Personal Data Processed under this Addendum are further specified in Annex 1 (Details of the Processing) to this Addendum, as required by article 28(3) of the GDPR. Nothing in Annex 1 confers any right or imposes any obligation on any party to this Addendum.
3. Celoxis and Celoxis Affiliate Personnel

Celoxis and each Celoxis Affiliate shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Celoxis Group member who has access to the Customer Personal Data, ensuring in each case that access is limited to those individuals who need to know / access the relevant Customer Personal Data, as necessary for the purposes of the Agreement, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security
  • 4.1 Controls for the Protection of Customer Data. Celoxis shall maintain reasonable technical and organizational measures for protection of the security, confidentiality and integrity of Customer Data, as set forth in the Security Specifications. Celoxis regularly monitors compliance with these measures.
  • 4.2 Appropriateness of security measures. Customer acknowledges that it has assessed the security measures implemented by Celoxis, that it considers those measures to be appropriate taking into account the risk of likelihood and severity for the rights and freedoms of Data Subjects resulting from the Processing of Customer Personal Data and, as between the parties and the Data Subjects and Supervisory Authorities, Customer is solely responsible for such determination of appropriateness.
5. Subprocessing
  • 5.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) Celoxis’s Affiliates may be retained as Sub-processors; and (b) Celoxis and Celoxis’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Celoxis Services. Celoxis or a Celoxis Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Addendum with respect to the protection of Customer Data to the extent applicable to the nature of the services provided by such Sub-processor.
  • 5.2 List of Current Sub-processors and Notification of New Sub-processors. Celoxis shall make available to Customer upon written request the current list of Subprocessors for the Celoxis Services.
  • 5.3 Objection on Sub-processors. Customer may object to Celoxis’s use of any Subprocessor on reasonable grounds relating to personal data protection by notifying Celoxis promptly in writing within ten (10) business days after receipt of Celoxis’s notice in accordance with the mechanism set out in Section 5.2. In the event Customer objects to any Sub-processor, as permitted in the preceding sentence, Celoxis will use reasonable efforts to make available to Customer a change in the Celoxis Services or recommend a commercially reasonable change to Customer’s configuration or use of the Celoxis Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Celoxis is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Celoxis Services which cannot be provided by Celoxis without the use of the objected-to new Sub-processor by providing written notice to Celoxis. Celoxis will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Celoxis Services, without imposing a penalty for such termination on Customer. This termination right and refund is Customer’s sole and exclusive remedy if Customer objects to any new Sub-processor.
6. Data Subject Rights
  • 6.1 Notification. Celoxis shall, to the extent legally permitted, promptly notify Customer if Celoxis receives a request from a Data Subject to exercise the Data Subject's rights of access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, as well as its right not to be subject to an automated individual decision making (“Data Subject Request”).
  • 6.2 Assistance. Taking into account the nature of the Processing, Celoxis shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonably 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 Celoxis Services, does not have the ability to address a Data Subject Request, Celoxis shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Celoxis is legally permitted to do so and if the response to such Data Subject Request is required under Data Protection Laws and Regulations. Customer shall be responsible for any costs arising from Celoxis’s provision of any such assistance.
7. Personal Data Breach
  • 7.1 Celoxis maintains security incident management policies and procedures specified in the Security Specifications and shall notify Customer without undue delay upon Celoxis or any Sub-processor becoming aware of a Personal Data Breach affecting Customer Personal Data by providing Customer with available information to help Customer meet its obligations under the Data Protection Laws and Regulations to report or inform Data Subjects of the Personal Data Breach.
  • 7.2 Celoxis shall co-operate with Customer and take such reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach, to the extent the remediation is within Celoxis’s reasonable control. Customer shall be responsible for any costs arising therefrom. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.
8. Data Protection Impact Assessment and Prior Consultation

Upon Customer’s request, Celoxis shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Celoxis Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Celoxis. Celoxis shall provide reasonable assistance to Customer with respect to the latter’s cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to a data protection impact assessment. Customer shall be responsible for any costs arising from Celoxis’s provision of such assistance.

9. Return and Deletion of Customer Personal Data
  • 9.1 Upon written request to Celoxis within 30 days of the date of cessation of any Celoxis Services involving the Processing of Customer Personal Data (the "Cessation Date"), Celoxis will make available to Customer a complete copy of all Customer Personal Data in the then current format in which it was stored.
  • 9.2 After a 30-days period following the Cessation Date, Celoxis will delete and procure the deletion of all copies of those Customer Personal Data Processed by Celoxis and any Sub-processor to the extent allowed by applicable law, in accordance with the procedures specified in the Security Specifications.
  • 9.3 The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the Standard Contractual Clauses shall be provided by Celoxis to Customer only upon Customer’s request.
10. Audit rights
  • 10.1 Upon Customer’s request, Celoxis shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of Celoxis) information regarding Celoxis’s compliance with the obligations set forth in this Addendum in the form of the third-party certifications and audits set forth in the Security Specifications in the conditions set forth in Section 4.2 and to the extent Celoxis makes them generally available to its customers.
  • 10.2 Customer may request an on-site audit of the procedures relevant to the protection of Personal Data. Customer shall reimburse Celoxis for any time expended for any such on-site audit at the Celoxis’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Celoxis shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. Customer shall promptly notify Celoxis with information regarding any non-compliance discovered during the course of an audit.
  • 10.3 Customer may only mandate an auditor for the purposes of section 10, if the auditor is mutually approved by agreement between the parties in writing from time to time. Celoxis shall not unreasonably withhold or delay agreement on appointment of an auditor.
  • 10.4 In any case, when undertaking an audit, Customer shall (and ensure that each of its mandated auditors) avoid causing damage, injury or disruption to the Celoxis Group member premises, equipment, personnel and business while conducting an audit or inspection.
11. Mechanism for Data Transfers
  • 11.1 Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Section 11 apply to the legal entity that has executed the Standard Contractual Clauses as a data exporter and its Authorized Affiliates. For the purpose of the Standard Contractual Clauses and this Section 11, the aforementioned entities shall be deemed “data exporters”.
  • 11.2 Instructions. This Addendum and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Celoxis for the Processing of Personal Data. For the purposes of Clause 5(a) of the Standard Contractual Clauses, instructions by the Customer to Process Personal Data are described in Section 2.3 of this Addendum.
  • 11.3 Sub-processors. For the purposes of Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that Celoxis may use and/or engage Sub-processors as described in Section 5 of this Addendum.
  • 11.4 Audits. The parties agree that the audits mentioned in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out as described in Section 10 of this Addendum.
12. General Terms

Governing law and jurisdiction

  • 12.1 Without prejudice to Clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses:
    • 12.1.1 the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
    • 12.1.2 this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.

    Order of precedence and severance
  • 12.2 In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.
  • 12.3 Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
List of Annexes

Annex 1: Details of Processing of Personal Data

Annex 2: Standard Contractual Clauses


ANNEX 1: DETAILS OF PROCESSING OF PERSONAL DATA

This Annex 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.

Subject matter, Nature and Purpose of Processing

Celoxis will Process Personal Data as necessary to perform the Celoxis Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Celoxis Services.

Obligations and rights of Customer

The obligations and rights of Customer are set out in the Agreement and this Addendum.

Duration of Processing

Subject to Section 9 of this Addendum, Celoxis will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

Customer may submit Personal Data to the Celoxis Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: The employees (Users) or authorized personnel of the Customer who are beneficiary of the Services (under the Agreement).

Type of Personal Data

Customer may submit Personal Data to the Celoxis Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

  1. Official Contact Information of the Users i.e. Customer’s employees, or any other personnel authorized by Customer.
  2. Logs for use of Celoxis Services.

ANNEX 2: STANDARD CONTRACTUAL CLAUSES
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.

  • Name of the data exporting organisation: [Customer]
  • Address: [As submitted at the time of registration]
  • Tel.: [As submitted at the time of registration]; fax: As submitted at the time of registration;
  • e-mail: [As submitted at the time of registration]
  • Other information needed to identify the organisation: [N.A.]
  • (the data exporter)
And
  • Name of the data importing organisation: Celoxis Technologies Pvt. Ltd.
  • Address: 3 Shreyas Eterna, NDA Pashan Road, Bavdhan, Pune-411021
  • Tel.: +91 7350003075 / 76; e-mail: privacy@celoxis.com
  • Other information needed to identify the organisation: N.A.
  • (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:
  1. '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;
  2. 'the data exporter' means the controller who transfers the personal data;
  3. '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;
  4. '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;
  5. '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;
  6. 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2 - Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3 - Third-party beneficiary clause
  1. 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.
  2. 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.
  3. 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.
  4. 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:
  1. 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;
  2. 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;
  3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
  4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
  5. that it will ensure compliance with the security measures;
  6. 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;
  7. 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;
  8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
  9. 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
  10. that it will ensure compliance with Clause 4(a) to (i).
Clause 5 - Obligations of the data importer
The data importer agrees and warrants:
  1. 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;
  2. 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;
  3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
  4. that it will promptly notify the data exporter about:
    1. 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,
    2. any accidental or unauthorised access, and
    3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
  5. 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;
  6. 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;
  7. 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, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
  8. that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
  9. that the processing services by the sub-processor will be carried out in accordance with Clause 11;
  10. to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
Clause 6 - Liability
  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
  2. 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 in order to avoid its own liabilities.
  3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the 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
  1. 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:
    1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
    2. to refer the dispute to the courts in the Member State in which the data exporter is established.
  2. 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
  1. 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.
  2. 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.
  3. 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
  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the 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.
  2. 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 thirdparty liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  3. 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.
  4. 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
  1. 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.
  2. 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.

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter
The data exporter is:
  1. the legal entity that has executed the Standard Contractual Clauses as a Data Exporter and,
  2. all Authorized Affiliates of Customer established within the European Economic Area (EEA) that have purchased Celoxis Services on the basis of one or more Order Form(s).
Data importer
The data importer is:

Celoxis, a provider of enterprise cloud computing solutions which processes Personal Data upon the instruction of the data exporter in accordance with the terms of the Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects: Data exporter may submit Personal Data to Celoxis, to the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects: The employees (Users) or authorized personnel of the Customer who are beneficiary of the Services (under the Agreement).

Categories of data
The personal data transferred concern the following categories of data: Data exporter may submit Personal Data to the Celoxis Services, the extent of which is determined and controlled by data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
  1. Official Contact Information of the Users i.e. Customer’s employees, or any other personnel authorized by Customer.
  2. Logs for use of Celoxis Services.
Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: Data exporter may submit special categories of data to the Celoxis Services, the extent of which is determined and controlled by data exporter in its sole discretion, and which is for the sake of clarity Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the processing of data concerning health or sex life.

Processing operations

The personal data transferred will be subject to the following basic processing activities: The objective of Processing of Personal Data by data importer is the performance of the Celoxis Services pursuant to the Agreement.


Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

Celoxis will maintain appropriate technical and organizational measures for protection of the security, confidentiality and integrity of Customer Data, as set forth in the Security Specifications.