BY CLICKING ON THE "I AGREE" (OR SIMILAR BUTTON) FOR ACCEPTANCE OF THE EULA AGREEMENT OR USING THE SOFTWARE AND THE SERVICES, YOU INDICATE YOUR ASSENT TO THE FOLLOWING TERMS OF THIS DATA PROCESSING ADDENDUM.

This Data Processing Addendum ("Addendum") forms part of the End User License Agreement – On-premise or SaaS as the case may be ("Agreement") between: (i) You (defined below) acting on your own behalf of our Client opted for the Services and as agent for each of Your 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
  • 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 Your Affiliate(s) who (a) are 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) are permitted to use the Services/ Software pursuant to the Agreement between You and Celoxis.
    • “Celoxis Affiliate” means any of the Celoxis Group companies (as defined below).
    • “Celoxis Group” means “We” “Us”, “Celoxis” and its subsidiaries or affiliates of Celoxis engaged in the Processing of Personal Data.
    • “You” 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 a User Account with Celoxis for the benefit of its Users including their Authorised Affiliates.
    • “Your 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, applicable to the Processing of Personal Data under the Agreement.
    • "Data Transfer" means (1) a transfer of Personal Data from you or any of your 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 es- tablishments 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 Your Personal Data.
    • “Security Specifications” means the Security and Architecture information applicable to the Services purchased by you, available at: https://www.celoxis.com/security 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 Your Personal Data
  • 2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, You are 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 Your Processing of Personal Data. You shall, in your use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Your instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. You shall have sole responsibility for the accuracy, quality, and legality of Personal Data, and the means by which You 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 your 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 Services; and (iii) Processing to comply with other documented reasonable instructions provided by you (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 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 Your Personal Data, ensuring in each case that access is limited to those individuals as necessary for the provision of Services under 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 your Data. Celoxis shall maintain reasonable technical and organizational measures for protection of the security, confidentiality and integrity of your Data, as set forth in the Security Specifications.
  • 4.2 Appropriateness of security measures. You acknowledge that You have assessed the security measures implemented by Celoxis, that You consider 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 Your Personal Data and, as between the parties and the Data Subjects and Supervisory Authorities, You are solely responsible for such determination of appropriateness.
5. Subprocessing
  • 5.1 Appointment of Sub-processors. You acknowledge and agree 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 Services.
6. Data Subject Rights
  • 6.1 Notification. Celoxis shall, to the extent legally permitted, notify You 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 You by appropriate technical and organizational measures, insofar as this is reasonably possible, for the fulfilment of your obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent You, in your use of the Services, do not have the ability to address a Data Subject Request, Celoxis shall upon your request provide commercially reasonable efforts to assist You 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. You shall be responsible for any costs arising from Celoxis’s provision of any such assistance.
7. Personal Data Breach
  • 7.1 Celoxis shall notify You, upon Celoxis coming across any Personal Data Breach or any Sub-processor notifying us of a Personal Data Breach affecting Your Personal Data by providing You with available information to help you meet your obligations under the Data Protection Laws and Regulations to report or inform Data Subjects of the Personal Data Breach.
  • 7.2 To the extent the Personal Data Breach is proved by You to be attributable to Celoxis, Celoxis shall co-operate with You and take such reasonable commercial steps as are directed by You 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. You shall be responsible for any costs arising therefrom. The obligations herein shall not apply to incidents that are caused by you or your Users.
8. Data Protection Impact Assessment and Prior Consultation

Upon your request, Celoxis shall provide you with reasonable cooperation and assistance needed to fulfil your obligation under the GDPR to carry out a data protection impact assessment related to your use of the Services, to the extent you do not otherwise have access to the relevant information, and to the extent such information is available to Celoxis.

Celoxis shall provide reasonable assistance to You with respect to the cooperation or prior consultation with the Supervisory Authority in the performance of your tasks relating to a data protection impact assessment. You shall be responsible for any costs arising from Celoxis’s provision of such assistance.

9. Return and Deletion of Your Personal Data
  • 9.1 Any time before cessation of any Services (which also involves the Processing of Your Personal Data by Celoxis) or deletion of your account by you (the "Cessation Date"), you can download all of your Personal Data in the then current format in which it was stored.
  • 9.2 After the Cessation Date, Celoxis will as per the then prevailing policies of Celoxis, delete and procure the deletion of all copies of Your Personal Data Processed by Celoxis and any Sub-processor to the extent allowed by applicable law.
10. Audit rights
  • 10.1 Upon your written request and at your sole cost, Celoxis shall within a reasonable period of time and at our convenience make available to you (or your 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 our customers. You acknowledge that a flat rate of USD 10000 per day shall apply for any audit undertaken by you or your independent, third-party auditors.
  • 10.2 You may request an on-site audit of the procedures relevant to the protection of Personal Data. You shall reimburse Celoxis for any time expended for any such on-site audit at the Celoxis’s then-current professional services rates in addition to the flat per day rate of USD 10000, which shall be made available to you upon request. Before the commencement of any such on-site audit, you and Celoxis shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which you shall be responsible. You shall promptly notify Celoxis with information regarding any non-compliance discovered during the course of an audit.
  • 10.3 You 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.
  • 10.4 In any case, when undertaking an audit, You shall (and ensure that each of your 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 your 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 you 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, you acknowledge and expressly agree 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 Processing of Your 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 Services pursuant to the Agreement, as further specified in the allied documentation as may be agreed in writing by the parties, and as further instructed by you in your use of the Services.

Your Obligations and rights

The obligations and rights provided to you 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. Further, Celoxis may Process Personal Data for the purpose of sharing with you any future updates / upgrades about its services, offerings or solution etc, after expiry or termination of the Agreement.

Categories of Data Subjects

You may submit Personal Data to the Services, 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:
The employees (Users) or your authorized personnel who are beneficiary of the Services (under the Agreement).

Type of Personal Data

You may submit Personal Data to the Services, 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:

  1. Official Contact Information of the Users i.e. your employees, or any other personnel authorized by you.

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: [You]
  • Address: [As submitted at the time of registration]
  • Tel.: [As submitted at the time of registration]; fax: [As submitted at the time of registration, if any]; 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 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
  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 third-party 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 your Authorized Affiliates established within the European Economic Area (EEA) that have purchased 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 your authorized personnel 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 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. your employees, or any other personnel authorized by you.
  2. Logs for use of 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 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 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 your Data, as set forth in the Security Specifications.