Privacy Policy

We respect your privacy and appreciate the importance of your trust. As part of our efforts to help you understand how we handle the personal information you share with us, and in compliance with the regulations named in Section 11 within, please review the following terms carefully.

1. General Terms.

As more fully described below, we may collect and process certain information that is provided by you to us. We have a legal basis for collecting and processing such information because:

You have given us permission to do so;
We must provide services to you in conjunction with a contract you have entered into for the provision of products or services, or an order you have placed via our software platform, or through other means (such order authorization may take various forms, such as signed service orders or master service agreements); and/or
We are required to do so in order to comply with applicable law.

The Section below describes the types of information that we may collect from you and our business purposes for collecting such information.

2. Information that We Collect and Process.

Information Provided by You:

We may collect Personal Information that you provide to us. “Personal Information” is information that can be used to identify you individually, and includes items such as your name, company name, business address, e-mail address, and telephone number. If you are a user of our products and/or Cloud-Based Platform, we may also collect payment information (such as your account or card number), if used to make a purchase from our Website or our Cloud-Based Platform or pay your invoices. Further, you may provide information like employee business title, employee ID, login credentials, and assigned IT assets. By means of managing service providers with whom you contract, we may collect information like reference number, call detail records, cost center, department, and ICCID/IMEI. The type of Personal Information that we may collect also depends on your use of this Website or our Cloud-Based Platform and what information you provide to us.

Employment Information:

You are sharing Personal Information with us when you apply for employment with vCom Solutions. We may ask you to submit your resume or CV with your application for employment, along with any other information required to verify your qualifications. vCom Solutions’ applicants will have log-in credentials for our third-party recruiting software, which enables applicants to access their previous job applications, documents submitted, and the option to specify interest in being considered for other job openings in the future.

Analytical Information:

We and our third-party service providers may also use a variety of technologies that automatically or passively collect information about how this Website or our Cloud-Based Platform is accessed and used (known as “Usage Information”). Usage Information may include the type of browser and device you used to access our Website or our Cloud-Based Platform, your operating system and application version, the web pages accessed by you, the time you accessed these web pages, preceding web page views, and your use of any features or applications on this Website or our Cloud-Based Platform. Statistical data like this helps us understand what is interesting and relevant to our customers, so we can best adapt our content for our customers’ benefit.

We and our third-party service providers may also automatically collect an IP address or other unique identifier information from the computer, mobile device, technology or other device you use to access this Website or our Cloud-Based Platform. We may use this information to, among other things, administer this Website or our Cloud-Based Platform, help diagnose server problems, analyze trends, track web page movements, help identify you and your shopping cart, and gather broad demographic information for collected use.

3. Cookies and Other Technology:

Like many sites, our Website or our Cloud-Based Platform employs cookies, JavaScript tags and Web beacons (also known as clear GIF technology or “action tags”) to speed your navigation of our Website or our Cloud-Based Platform, recognize you and your access privileges, and track usage of our Website or our Cloud-Based Platform. Cookies are small pieces of information that are stored as text files by your Internet browser on your computer’s hard drive. We use both persistent cookies and third-party cookies. Persistent and third-party cookies enable us to track and target the interests of our customers to enhance the experience on our Website or our Cloud-Based Platform. Persistent cookies are used to make it easier for you to navigate our Website or our Cloud-Based Platform, and remain on your hard drive for an extended period of time. Third party cookies are only used for short-term tracking.

Most Internet browsers are initially set up to accept cookies. You may disable cookies on your web browser within the Privacy & Security settings section of your browser; however, your ability to use the Website or our Cloud-Based Platform will be then limited and/or unavailable. To learn more about cookies, please click here. You may also choose to download an opt-out cookie (a cookie must be on your computer to tell our systems that you have opted-out). To learn more about opt-out cookies, please click here.

4. Our Use and Sharing of Your Information.

We use the information that we collect about you for a variety reasons, including the following:

Verifying your identity;
Fulfilling your orders for products or services;
Responding to your questions;
Invoicing you for services rendered or products purchased;
Communicating with you about your purchases and activities on this Website or our Cloud-Based Platform;
Improving the Website or our Cloud-Based Platform and our customers’ experience;
Sending you emails and other marketing communications; and
Sending notices or information; and
For those who apply for employment with vCom Solutions, to process your employment application, including background checks and education and employment verification, as applicable.

We may share your Personal Information as described below:

With our sub-processors that we use to support our business;
To provide you with any information or services that you request;
To respond to subpoenas, court orders, and other legal process, or as otherwise required by law;
To exercise our legal rights or to defend ourselves against legal claims, to enforce our contracts, to investigate, respond to and resolve problems or inquiries (including governmental inquiries), or to permit us to pursue available remedies or limit the damages that we may sustain;
In connection with an actual or potential merger, sale, acquisition, assignment, or transfer of all or part of our assets, affiliates, lines of business, or products and services, including at bankruptcy;
With our affiliates, subsidiaries, or parent companies; and
With your consent.

If you would like to subscribe to the current list of our sub-processors with whom we share Personal Information, you may sign up here.

We may also use and disclose any information that is aggregated or de-identified so that it does not identify you personally, in our discretion.

5. Security and Your Information.

We, and our sub-processors, use reasonable safeguards to protect Personal Information against loss, unauthorized use, disclosure or destruction and when transferring information for processing. However, please note that no electronic data transmission or storage of information can be absolutely secure. We cannot ensure or warrant the security of any information you transmit to us. When we are made aware of vulnerability in our security practices, we will address them according to our “Incident Response Protocol.”

6. How Long We Will Retain Your Information.

We will not retain your personal information for longer than required. We will keep your personal information until we no longer have a valid legal or business reason for keeping it or you request us to stop using it. Please note that we may keep just enough of your personal information to ensure that we comply with your request not to use your personal information or comply with your right to erasure. For example, we must keep your request to be erased even if it includes your personal data until such time as you are no longer our customer. Please note we may also keep just enough of your personal information to remain compliant with tax authorities or regulatory entities.

7. Your Rights

You have certain rights relating to your Personal Data, subject to local data protection laws. These rights may include:

To access your Personal Data held by us (right to access);
To rectify inaccurate Personal Data and, taking into account the purpose of processing the Personal Data, ensure it is complete (right to rectification);
To erase/delete your Personal Data, to the extent permitted by applicable data protection laws (right to erasure; right to be forgotten);
To restrict our processing of your Personal Data to the extent permitted by law (right to restriction of processing);
To transfer your Personal Data to another controller, to the extent possible (right to data portability);
To object to any processing of your Personal Data carried out on the basis of our legitimate interests (right to object). Where we process your Personal Data for direct marketing purposes or share it with third parties for their own direct marketing purposes, you can exercise your right to object at any time to such processing without having to provide any specific reason for such objection;
To not be subject to a decision based solely on automated processing, including profiling, which produces legal effects (“Automated Decision-Making”); Automated Decision-Making currently does not take place on our websites; and
To the extent we base the collection, processing and sharing of your Personal Data on your consent, to withdraw your consent at any time, without affecting the lawfulness of the processing based on such consent before its withdrawal.

8. Consent to Processing Information.

Our Website or our Cloud-Based Platform are governed by and operated in accordance with the laws of the State of California and the United States, and are intended for the use of residents of the United States. If you are located outside of the United States, please be aware that information we collect will be transferred to and processed in the United States.

9. Third Party Links and Services.

Our Website or our Cloud-Based Platform may contain links to third-party Websites and products and services. We do not control such linked Websites and this Privacy Policy does not apply to those Websites. We encourage you to read the privacy policy of any third-party Website that you visit before you provide any information to that Website’s owner.

10. Our Children’s Policy.

Neither this Website nor our Cloud-Based Platform is directed to children under the age of thirteen (13). Children may not use our Website or our Cloud-Based Platform or purchase our products, and we do not knowingly collect any personal information from children under the age of thirteen (13). We have no way of distinguishing the age of individuals who access our Website or our Cloud-Based Platform. If a child has provided us with personal information, the parent or guardian should contact us to remove the information and opt out of promotional opportunities.

11. Changes and Updates to our Privacy Policy.

We may change this Privacy Policy at any time without prior notice to you. Any changes that we make will be effective immediately upon our posting of the revised Privacy Policy on this Website or our Cloud-Based Platform. Your continued use of this Website or our Cloud-Based Platform and/or our platform constitutes your consent to any changes made. We will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted your Personal Information, unless you later consent to a revised policy. We encourage you to periodically review this page for the latest information on our privacy practices.

12. Acceptable Use Policy

For information on our Acceptable Use Policy, click here.

13. Questions or Requests?

In the event that you wish to submit a question regarding our use of your personal information or request to modify, erase, or restrict the processing of your personal information, please contact us here: dataprotection@vcomsolutions.com

14. Regulations to Which This Privacy Policy Pertains

EU General Data Protection Regulation 2016/679
California Consumer Privacy Act of 2018

15. For California Consumers

The California Consumer Privacy Act (the “Act”), in effect January 1, 2020 affords California consumers several basic rights. Those rights include the right to know what personal information is collected, where it is sourced, the purpose of its use, whether it is disclosed or sold, and to whom it is disclosed or sold. California consumers have the right to opt out of allowing the sale of their personal information to third parties (or, for consumers under the age of 16, the right to not have their personal information sold without a parent or guardian’s consent). You have the right to have a business delete your personal information upon request, and you have the right to receive equal and non-discriminatory service and pricing from a business, even if you exercise your privacy rights under the Act.

In accordance with the Act, vCom is sharing its Privacy Policy with you.

Refer to Section 2 above regarding “Information that we Collect and Process.” If you have questions about the data we have collected from you or how it is used, you may contact our Data Protection Officer at: (800) 804-8266, or dataprotection@vcomsolutions.com
vCom takes your privacy very seriously, and does not ever monetize consumer data to any third-party organizations.
You have the right to request erasure of your personal information, and may do so by contacting us at: (800) 804-8266 or dataprotection@vcomsolutions.com.
To request erasure of your Personal Information in connection with an employment application, contact us at: (800) 804-8266 or hr@vcomsolutions.com.
We will not retain your personal information for longer than required. We will keep your personal information until we no longer have a valid legal or business reason for keeping it or you request us to stop using it. Please note that we may keep just enough of your personal information to ensure that we comply with your request not to use your personal information or comply with your right to erasure. For example, we must keep your request to be erased even if it includes your personal data until such time as you are no longer our customer. Please note we may also keep just enough of your personal information to remain compliant with tax authorities or regulatory entities.
If you choose to exercise any of your privacy rights, rest assured you will continue to receive equal service and pricing on a non-discriminatory basis.

The California Privacy Rights Act (“CPRA”) is California’s equivalent to the European Union’s General Data Protection Regulation (“GDPR”) and was passed into legislation in November 2020, with an effective date of January 1, 2023. CPRA amends CCPA and vCom has updated this Privacy Policy in compliance with these new regulations. Additionally, consumer rights are broadened under CPRA to include responses to requests by consumers. vCom does not monetize or share your personal information with others.

Although vCom does not ever monetize your information, California requires a way for its residents to opt out of the sale of their personal information to third parties. While you are not required to complete all fields, please be advised we can only search for your information and mark it as not to be shared using the details you provide. If you decline to provide your information, our search may be incomplete. Please note you do not have the right to opt out of our sharing your personal information with service providers, who are parties we engage with to perform a function on our behalf, and are contractually obligated to only use the information for that purpose. Please fill out this form to opt out.

16. Employment Information Collected other than through vCom Solutions Online Employment Process

If you submit Personal Information to vCom Solutions through any channel other than our online job application process, the same policy set forth above will be applied to such Personal Information you submit through channels other than the vCom Solutions Employment Application, except as follows:

Hardcopy Personal Information provided to vCom Solutions which is not converted to electronic media and hosted by vCom Solutions will be subject to different security procedures than will stored electronic Personal Information. vCom Solutions has security measures equal to or better than those reasonably expected in the industry, in place to protect against the loss, misuse and alteration of your hardcopy Personal Information under its control.

Acceptable Use Policy

Introduction

At vCom, we value you, and wish to provide you with an experience that exceeds your expectations. When you open an account with vCom, you may elect to subscribe to services that use Internet technology (for example, vManager or a high capacity data service). Subscribing to Internet-based services provides you with certain rights and privileges, but also carries with it certain duties and responsibilities.

As such, vCom reserves the right to monitor any and all facilities in use by its customers, and as required in its agreements with underlying service and facilities providers as outlined in the Acceptable Use Policy that follows. This Acceptable Use Policy is in place to both clearly state customers’ duties and responsibilities, as well as to provide a safe and secure network experience.

Compliance

Customers agree to use services in a manner consistent with any and all applicable state, federal or other laws or regulations. Reproduction or transmission of any material in violation of any local, state federal or internal law or regulation is strictly prohibited. Customer shall be responsible for all content that Customer makes available on or through services provided by vCom. Customer warrants that all such contents will not infringe upon, or otherwise violate any copyright, patent or other right held by a third party, and shall not violate any applicable law, regulation or industry standard. Customers agree that any materials to be reproduced or transmitted using vCom’s service through customer’s account(s) does not violate any such laws, nor does it contain materials which are in violation of obscenity laws or are libelous or threatening. Software intended to facilitate any such violation may not be stored using services procured from vCom.

Customer shall hold vCom, including its officers, agents, contractors or affiliates, or anyone else involved in administering, distributing, or providing services or equipment harmless from any losses, including, but not limited to, special, indirect, incidental, consequential or punitive damages. Customer shall hold harmless vCom from and against any claims, liabilities, and expenses, including attorney’s fees, resulting from Customer’s use of vCom’s service or Customer’s account in an unlawful manner or otherwise in violation of or contrary to Customer’s Agreement with vCom or this Acceptable Use Policy.

Specific examples of inappropriate usage include, but are not limited to:

Spamming – Sending unsolicited e-mail messages.

Intellectual Property Violations – Engaging in activities that infringe or misappropriate the intellectual property rights of others (such as copyrights, trademarks or patents).

Obscene Speech or Materials – Using services procured by vCom to store, disseminate or otherwise display child pornography or other materials in violation of obscenity laws.

Defamatory or Abusive Language – Using services procured by vCom to post or transmit harassing, abusive, defamatory or threatening language to others.

Forging of Headers – Forging or misrepresenting message headers, so as to mask the originator of the message.

Illegal or Unauthorized Access to Other Computers or Networks (“Hacking”) – Illegal access to computers or networks belonging to another party.

Distribution of Internet Viruses, Worms, Trojan Horses, or Other Destructive Activities – Distributing information regarding the creation of, or sending of Internet viruses, worms, Trojan horses, or other destructive activities.

Export Control Violations – Exporting encryption software over the Internet to points outside the United States is in violation of Federal laws.

Other Illegal Activities – Engaging in any other activities that are determined to be illegal or harmful to others, including those activities determined by vCom to be lawful or unlawful that may be harmful to its subscribers, operations, reputation, goodwill or customer relations.

Responsibilities

It is the responsibility of the Customer to adhere to this Acceptable Use Policy. Although vCom may monitor communications to ensure such compliance, as well as compliance with applicable laws, vCom does not undertake widespread monitoring as a general practice. However, upon receipt of a complaint from a vCom subscriber, law enforcement personnel, or if vCom becomes aware of any inappropriate or unlawful activities, it will undertake to verify such activities, identify the subscriber, and remedy the situation.

Use of the Internet is neither more nor less secure than other means of communication, including mail, facsimile or voice telephone service. As such, vCom does not assume responsibility for the security of information transmitted over facilities procured by it for use by a Customer.

Limitation of Liability

VCOM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR EQUIPMENT PROVIDED BY VCOM, OR IN CONNECTION WITH ANY VCOM FACILITIES OR EQUIPMENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR A COURSE OF PERFORMANCE. VCOM EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES OR EQUIPMENT PROVIDED BY VCOM HEREUNDER OR IN CONNECTION HEREWITH, WILL BE ERROR FREE, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY VCOM, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR LICENSEES SHALL CREATE ANY SUCH WARRANTY, NOR SHALL CUSTOMER RELY ON ANY SUCH ADVICE.

Complaints

vCom Customers are responsible to report to vCom any network issue which could compromise the stability, service or security of use by vCom or its customers of services provided by vCom. Complaints concerning prohibited uses of services, or any other abuse of services or terms contained within this Acceptable Use Policy should be reported immediately via e-mail:service@vcomsolutions.com , phone: 1-800-804-8266, or in writing: vCom Solutions, 12657 Alcosta Boulevard, Suite 418, San Ramon, CA 94583. Please include all applicable information pertinent to the complaint so vCom can investigate.

Additional Terms & Conditions

Use of the vCom network, equipment or services by a Customer of vCom is subject to the terms and conditions contained within any Service Order or Master Services Agreement entered into by such Customer with vCom. The Acceptable Use Policy is incorporated into such agreements by reference, and vCom reserves the right to modify the Policy at any time by posting modifications.

Data Processing Agreement (“DPA”)

This Data Processing Agreement (“DPA”) governs the terms and conditions under which vCom Solutions, Inc. (“vCom”) and Customer, (respectively, “the Parties”) will interact with respect to data processing. This DPA is entered into between the Parties in accordance with provisions set forth in the California Consumer Privacy Act of 2018 and the European Union General Data Protection Regulation (Regulation (EU) 2016/679), and where appropriate, governs vCom’s provision of services as more fully described in any applicable Service Order (“SO) or Scope of Work (“SOW”) documentation (collectively, “the Services”).

IT IS AGREED as follows:

1. DEFINITIONS

a. The terms “Personal Data,” “Personal Data Breach,” “Processing,” and “Supervisory Authority” have the meanings given those terms in the GDPR.
b. “Supervisory Authority” may also mean (as applicable) an independent public authority which is established by the California Attorney General.
c. “Customer Personal Data” means any Personal Data of Data Subjects based in the European Economic Area (as defined in the Agreement on the European Economic Area dated January 1, 1994, “EEA”) that is Processed by vCom or any of its Sub-processors on behalf of Customer pursuant to the Agreement. For clarification, aggregated or otherwise anonymized data is not Customer Personal Data.
d. “Data Protection Law” means, (a) on and after May 25, 2018, the GDPR, and (b) before May 25, 2018, Directive 95/46/EC. For the avoidance of doubt, until May 25, 2018, any provisions of this DPA relating to GDPR are deemed to refer to the corresponding provisions (if any) of Directive 95/46/EC and as later notified in Document C(2010) 593) .
e. “Data Subject Request” means the exercise by Data Subjects of their rights under Chapter III of the GDPR.
f. “Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates. With respect to CCPA a Data Subject may also be known as a “Consumer.”
g. “Directive 95/46/EC” means 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.
h. “GDPR” means the EU General Data Protection Regulation 2016/679 and, to the extent the GDPR is no longer applicable, any implementing legislation or legislation having equivalent effect.
i. “Standard Contractual Clause(s)” or “SCCs” means the agreement executed by and between the Controller and Processor, incorporated herein pursuant to the European Commission’s decision (C(2010)593) of February 5, 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. It is understood that the European Commission may revise SCCs in the future; in which case, Customer and vCom agree that the latest version of European Commission-approved SCCs shall replace the SCCs set forth herein.
j. Sub-processor” means any third party (including any vCom Affiliate) appointed by or on behalf of vCom to Process Customer Personal Data.
k. Third Party” under California law means any entity that is not a Business or a Service Provider.California Consumer Privacy Act of 2018” or (“CCPA”) means Assembly Bill 375 of the California House of Representatives, an act to add Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code, pertaining to privacy and approved by the California Governor on June 28, 2018.Contracted Processor” or “Service Provider” means vCom.
l. “Business” means you (the customer), or the business entity which has contracted with vCom for specific products or services.

2. PROCESSING OF CUSTOMER PERSONAL DATA

a. vCom shall implement processes and maintain procedures designed to comply with the CCPA and Data Protection Law in Processing Customer Personal Data/consumer data and shall not Process such data other than on Customer’s instructions or as otherwise required by applicable law. In accordance with this DPA and all Data Protection regulation, Customer (Controller) authorizes vCom (Processor) to process, store or transfer Customer Personal Data in the United States or in any other country in which vCom or its Sub-processors maintain facilities, solely for purpose of providing the Services.

b. Customer instructs vCom, subject to Customer’s compliance with the CCPA and Data Protection Law, to Process Customer Personal Data as necessary to provide the Services to Customer in a manner consistent with the DPA and associated Documentation. Where vCom receives an instruction from Customer that, in its reasonable opinion, infringes the Data Protection Law, vCom shall inform Customer.

c. To the extent that the Services involve a transfer of Personal Data from systems used by one party in the EEA or Switzerland to systems used by the other party located in countries outside the EEA or Switzerland that have not received a binding adequacy decision by the European Commission or by a competent national EEA data protection authority, the Parties agree that the Standard Contractual Clauses (incorporated hereto as Articles 1-8, the Annex, and Clauses 1-12) shall apply.

d. Section 3 to this DPA describes the details of the Processing of Customer Personal Data. vCom may update Section 3 from time to time as vCom reasonably considers necessary to reflect the Processing and meet any applicable requirements of the CCPA or Data Protection Law.

e. Each Party shall comply with its respective obligations under the CCPA and Data Protection Law concerning the Processing of Customer Personal Data.

3. DATA PROCESSING DETAIL

a. Data Subjects. Customer may submit Customer Personal Data to vCom, the extent of which is determined and controlled by Customer in its sole discretion, and which may include Customer Personal Data relating to the following categories of data subjects:

Customer’s Authorized Users, employees, contractors, agents, or representatives;

b.Categories of Data. Customer may submit Customer Personal Data to vCom, the extent of which is determined and controlled by Customer in its sole discretion, and may include the following categories of Customer Personal Data:

Customer’s Authorized Users, employees, contractors, agents, or representatives, contact details of the individual, which may include: name, job title, telephone number, business physical or mailing address, e-mail address, or user IDs.

c. Nature, Subject Matter, and Purpose of Processing. The objective of Processing of Customer Personal Data by vCom is the performance of the Services pursuant to the DPA. vCom shall only process Personal Data in accordance with Customer’s instructions.

d. Duration of Processing. Subject to Section 9 (Return or Deletion of Customer Personal Data After Termination) of this DPA, vCom will process Customer Personal Data for the duration of the DPA, unless otherwise agreed upon in writing.

4. vCom PERSONNEL

vCom shall use commercially reasonable measures to ensure that vCom personnel who may Process Customer Personal Data (I) comply with vCom’s technical and organizational security measures, including ensuring that they are subject to appropriate confidentiality obligations, and (ii) Process Customer Personal Data only as instructed by the Customer or as otherwise required by applicable law.

5. SECURITY

vCom shall implement commercially reasonable technical and organizational measures to ensure an appropriate level of security for Customer Personal Data, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security, vCom shall take into account the risks of Processing Personal Data, in particular from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Personal Data.

Adherence to an approved certification mechanism will be sufficient to demonstrate vCom’s (or a Sub-processor’s) compliance with its security obligations under this DPA.

6. SUB-PROCESSING

Customer authorizes vCom to appoint Sub-processors or Third Parties in accordance with this Section 6 and any restrictions in the DPA. vCom may continue to use those Sub-processors or Third Parties already engaged at the date of this DPA, subject to vCom’s compliance with the obligations set out in Section 6(c) with respect to such Sub-processors or Third Party.

vCom shall maintain a list of its Sub-processors or Third Parties, which may be updated from time to time. If you would like to subscribe to the current list of our Sub-processors or Third Parties with whom we share personal information, you may sign up here.

Under California law, such Sub-processors may also be known as a Third Party.

vCom shall ensure that each Sub-processor is governed by a written contract that imposes data protection obligations at least as protective as those of this DPA.

7. DATA SUBJECT REQUESTS

Taking into account the nature of the Processing, vCom shall implement processes and maintain procedures to enable Customer to fulfill its obligations under the Data Protection Law to respond to Data Subject or Consumer Requests.

If vCom receives a request directly from a Data Subject or Consumer under the Data Protection Law with respect to Customer Personal Data, then to the extent legally permissible, vCom will advise the Data Subject or Consumer to submit his or her request to Customer or Business, and Customer/Business will be responsible for responding to any such request. For California consumers, any such request will be handled by vCom within accordance of applicable law.

8. PERSONAL DATA BREACH

vCom shall notify Customer without undue delay upon vCom’s confirmation of any Personal Data Breach affecting Customer Personal Data.

vCom shall provide Customer with information regarding such Personal Data Breach as required by the Data Protection Law.

vCom shall use commercially reasonable efforts to: (i) identify the cause of such Personal Data Breach; and (ii) remediate the cause of such Personal Data Breach within vCom’s systems, to the extent such remediation is within vCom’s reasonable control.

The obligations of this Section 8 will not apply to Personal Data Breaches caused by Customer or its personnel.

9. RETURN OR DELETION OF CUSTOMER PERSONAL DATA AFTER TERMINATION

Customer may request the return or deletion of Customer Personal Data by contacting: dataprotection@vcomsolutions.com

vCom and any Sub-processor may retain Customer Personal Data (i) to the extent necessary to comply with applicable law (including but not limited to tax or regulatory authority audit requirements), (ii) to respond to support requests, and (iii) in backups and historical archives in accordance with vCom’s standard backup and archival procedures (unless prohibited by the Data Protection Law and provided that all Customer Personal Data will continue to be subject to this DPA until deleted).

10. AUDIT RIGHTS

Upon written request, vCom shall make available to Customer all information reasonably necessary to demonstrate compliance with this DPA. If Customer reasonably considers the information made available to Customer as insufficient to demonstrate compliance with this DPA, then vCom will allow an audit by Customer (or its designated appointees) with respect to vCom’s processing of Customer Personal Data. Any such audit shall be conducted remotely (unless otherwise required by a supervisory authority), and in accordance with vCom’s reasonable security requirements. Customer shall reimburse vCom for any time expended by vCom for the audit at vCom’s then-current professional services rates. Prior to audit commencement, Customer and vCom shall mutually agree upon the scope, timing and duration of the audit. Customer shall promptly notify vCom of any non-compliance discovered during the audit. All results of the audit shall be subject to the confidentiality obligations of the Parties under these Terms and Data Protection law.

11. CALIFORNIA CONSUMER PRIVACY ACT OF 2018

vCom is a Service Provider as defined in CCPA Section 1798.140(v), and Customer (or “Business”) discloses certain Personal Data to vCom solely for a valid business purpose and for vCom to perform the contracted services. vCom is prohibited from selling personal data, retaining, using or disclosing Personal Data for a commercial purpose other than providing the services, or retaining, using, or disclosing Personal Data outside the DPA between vCom and Customer. vCom certifies it understands and will abide by these regulations.

12. CALIFORNIA PRIVACY RIGHTS ACT

The California Privacy Rights Act (“CPRA”) is in effect January 1, 2023. As with CCPA, vCom does not sell Customers’ personal data and is prohibited from retaining, using or disclosing Personal Data for any purpose other than providing the services, or retaining, using, or disclosing Personal Data outside the DPA between vCom and Customer. Under both CCPA and CPRA, Customers have specific rights which were expanded in CPRA; namely:

The right of disclosure of what type(s) of Personal Data vCom processes
What is done with the Personal Data
The right to deletion of Personal Data
The “notice of collection” of Personal Data
The right to non-discrimination
The right to correction of inaccurate information
The right to access Personal Data
The right to opt out of automated decision-making and profiling

vCom shall not share Personal Data or retain, disclose or use Personal Data for reasons other than its obligations under the direct vCom-Customer relationship. Personal Data shall not be commingled with the Personal Data of other individuals, or with respect to any other business interactions vCom has with any other customers. If vCom determines it is unable to meet its Data Processing obligations under applicable law, vCom shall promptly notify Customer, and Customer has the right to notify vCom to stop processing its data.

12. GENERAL PROVISIONS

Except as set forth by this DPA, all other terms and conditions between vCom and Customer remain in full force and effect. This DPA shall automatically expire on the termination or expiration of the last Service provided by, or under management by vCom, except with respect to any Customer Personal Data retained by vCom after such termination or expiration.

To the extent that vCom processes Personal Data in the course of providing the Services, each party acknowledges that, for purpose of these Data Protection Laws, Customer is the Controller (or the Business) of the Personal Data and vCom is the Processor (or Service Provider). For avoidance of doubt, Customer will assume the role of Controller/Business for any and all Personal Data that it collects and processes which is not Personal Data collected and processed by vCom on behalf of Customer.

Subject at all times to the terms of this DPA and applicable Data Protection Laws, Customer (Controller) authorizes vCom (Processor) to transfer, store or process Personal Data in the United States or any other country in which Processor or its Sub-processors maintain facilities, solely as necessary in the course of providing the Services. The processor will conduct all such activity in compliance with this DPA, applicable law and Controller’s instructions.

To the extent that the Services involve a transfer of Personal Data from systems used by one party in the EEA or Switzerland to systems used by the other party located in countries outside the EEA or Switzerland that have not received a binding adequacy decision by the European Commission or by a competent national EEA data protection authority, the Parties agree that the Standard Contractual Clauses (incorporated hereto as Articles 1-8, the Annex, Clauses 1-12 and Appendix 2) shall apply.

STANDARD CONTRACTUAL CLAUSES

Article 1

The standard contractual clauses set out in the Annex are considered to provide appropriate safeguards within the meaning of Article 46(1) and (2)(c) of Regulation (EU) 2016/679 for the transfer by a controller or processor of personal data processed subject to that Regulation (data exporter) to a controller or (sub-)processor whose processing of the data is not subject to that Regulation (data importer).
The standard contractual clauses also set out the rights and obligations of controllers and processors with respect to the matters referred to in Article 28(3) and (4) of Regulation (EU) 2016/679, as regards the transfer of personal data from a controller to a processor, or from a processor to a sub-processor.

Article 2

Where the competent Member State authorities exercise corrective powers pursuant to Article 58 of Regulation (EU) 2016/679 in response to the data importer being or becoming subject to laws or practices in the third country of destination that prevent it from complying with the standard contractual clauses set out in the Annex, leading to the suspension or ban of data transfers to third countries, the Member State concerned shall, without delay, inform the Commission, which will forward the information to the other Member States.

Article 3

The Commission shall evaluate the practical application of the standard contractual clauses set out in the Annex on the basis of all available information, as part of the periodic evaluation required by Article 97 of Regulation (EU) 2016/679.

Article 4

This Decision shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
Decision 2001/497/EC is repealed with effect from 27 September 2021.
Decision 2010/87/EU is repealed with effect from 27 September 2021.
Contracts concluded before 27 September 2021 on the basis of Decision 2001/497/EC or Decision 2010/87/EU shall be deemed to provide appropriate safeguards within the meaning of Article 46(1) of Regulation (EU) 2016/679 until 27 December 2022, provided the processing operations that are the subject matter of the contract remain unchanged and that reliance on those clauses ensures that the transfer of personal data is subject to appropriate safeguards.

Done at Brussels, 4 June 2021.

For the Commission
The President
Ursula VON DER LEYEN

ANNEX

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and Scope

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) (¹) for the transfer of personal data to a third country.

The Parties include: 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

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” or “SCCs”). These Clauses apply with respect to the transfer of data as specified in Annex I.B. The Appendix to these Clauses containing the Annexes referenced to herein forms an integral part of the Clauses.

Clause 2

Effect and invariability of the Clauses

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.

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

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: Clauses 1, 2, 3, 6, 7; Clause 8-Module One: Clause 8.5(e), and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b); Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e); Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f); Clause 13; Clause 15(c), (d), and (e); Clause 16(e); Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18. This section is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

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

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 7

Data Protection Safeguard

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

MODULE ONE: Transfer Controller to Controller

Purpose Limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose: where it has obtained the data subject’s prior consent; where necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or where necessary in order to protect the vital interests of the data subject or of another natural person.

Transparency

In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter: of its identity and contact details; of the categories of personal data processed; of the right to obtain a copy of these Clauses; where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7. The preceding shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available. On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This section is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

Accuracy and Data Minimization

Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay. If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay. The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

Storage Limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organizational measures to ensure compliance with this obligation, including erasure or anonymization of the data and all back-ups at the end of the retention period.

Security of Processing

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. The Parties have agreed on the technical and organizational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. The data importer shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects. In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay. In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in this section, unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach. The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

Sensitive Data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymization) and/or additional restrictions with respect to further disclosure. vCom does not collect any Customer “Sensitive Data.”

Onward Transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if: it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question; the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter; it is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; it is necessary in order to protect the vital interests of the data subject or of another natural person; or where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

Processing Under the Authority of the Data Importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

Documentation and Compliance

Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

Purpose Limitation

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

Transparency

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

Accuracy

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

Duration of Processing and Erasure or Return of Data

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

Security of Processing

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In the case of pseudonymization, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, considering the nature of processing and the information available to the data importer.

Sensitive Data

Onward Transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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

Documentation and Compliance

The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may consider relevant certifications held by the data importer. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. The Parties shall make the information referred to in this section, including the results of any audits, available to the competent supervisory authority on request.

MODULE TWO: Transfer Controller to Processor

Instructions

The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

Purpose Limitation

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

Transparency

Accuracy

Duration of Processing and Erasure or Return of Data

Security of Processing

Sensitive Data

Onward Transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

Documentation and Compliance

The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may consider relevant certifications held by the data importer. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. The parties shall make the information referred to in the preceding, including the results of any audits, available to the competent supervisory authority on request

MODULE THREE: Transfer Processor to Processor

Instructions

The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing. The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract. The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller.

Purpose Limitation

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

prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

Accuracy

Duration of Processing and Erasure or Return of Data

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

Security of Processing

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

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

The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, considering the nature of processing and the information available to the data importer.

Sensitive Data

Onward Transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679; the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

Documentation and Compliance

The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relates to the processing under these Clauses. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller. The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may consider relevant certifications held by the data importer. Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. The Parties shall make the information referred to in this section, including the results of any audits, available to the competent supervisory authority on request.

MODULE FOUR: Transfer Processor to Controller

Instructions

The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller. The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law. The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities. After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

Security of Processing

The Parties shall implement appropriate technical and organizational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with this section. In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach. The data exporter shall ensure that the persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Documentation and Compliance

The Parties shall be able to demonstrate compliance with these Clauses. The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9

Use of Sub-Processors

MODULE TWO: Transfer Controller to Processor

OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorization. The data importer has the right to know what sub-processors are used and the use of sub-processors shall be communicated in agreements between data importer and data exporter. The list of sub-processors already in use by the data importer is located at: sub-processor list | vCom (vcomsolutions.com).

OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorization for the engagement of sub-processor(s) from an agreed list as noted above. 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 through the mechanism described above. The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object. 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. 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. 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. 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.

MODULE THREE: Transfer Processor to Processor

OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorization of the controller. The data importer has the right to know what sub-processors are used and the use of sub-processors shall be communicated in agreements between data importer and data exporter. The list of sub-processors already in use by the data importer is located at: sub-processor list | vCom (vcomsolutions.com).

OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorization for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s). Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), 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. The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. 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. 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. 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

MODULE ONE: Transfer Controller to Controller

The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language. In particular, upon request by the data subject the data importer shall, free of charge: provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i); rectify inaccurate or incomplete data concerning the data subject; erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based. Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it. The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorized to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter: inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being. Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee considering the administrative costs of granting the request or refuse to act on the request. The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679. If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

MODULE TWO: Transfer Controller to Processor

The data importer shall promptly notify the data exporter of any request it has received from the data subject. It shall not respond to that request itself unless it has been authorized to do so by the data exporter. 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 organizational measures, considering the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required. In fulfilling its obligations under this section, the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer Processor to Processor

The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorized to do so by the controller. The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, considering the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required. In fulfilling its obligations under this section, the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

MODULE FOUR: Transfer Processor to Controller

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

Clause 11

Redress

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

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

MODULE ONE: Transfer Controller to Controller

MODULE TWO: Transfer Controller to Processor

MODULE THREE: Transfer Processor to Processor

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. 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: 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; refer the dispute to the competent courts within the meaning of Clause 18. The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679. The data importer shall abide by a decision that is binding under the applicable EU or Member State law. 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

MODULE ONE: Transfer Controller to Controller

MODULE FOUR: Transfer Processor to Controller

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. Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.

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. The Parties agree that if one Party is held liable under this section, 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. The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

MODULE TWO: Transfer Controller to Processor

MODULE THREE: Transfer Processor to Processor

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. 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. Notwithstanding the foregoing, 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. The Parties agree that if the data exporter is held liable under this section 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. 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. The Parties agree that if one Party is held liable under this section, 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. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

MODULE ONE: Transfer Controller to Controller

MODULE TWO: Transfer Controller to Processor

MODULE THREE: Transfer Processor to Processor

[Where the data exporter is established in an EU Member State:] 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) 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 behavior is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local Laws and Practices Affecting Compliance With the Clauses

MODULE ONE: Transfer Controller to Controller

MODULE TWO: Transfer Controller to Processor

MODULE THREE: Transfer Processor to Processor

MODULE FOUR: Transfer Processor to Controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

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 authorizing 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.

The Parties declare that in providing the warranty in this section, they have taken due account in particular of the following elements: 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; the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; any relevant contractual, technical or organizational 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.

The data importer warrants that, in carrying out the assessment under this section, 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. The Parties agree to document the assessment under this section and make it available to the competent supervisory authority on request.

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 this section, 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 this section. [For Module Three: The data exporter shall forward the notification to the controller.] Following a notification pursuant to this section, 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 organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. 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 [for Module Three: the controller or] 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 terminate 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

MODULE ONE: Transfer Controller to Controller

MODULE TWO: Transfer Controller to Processor

MODULE THREE: Transfer Processor to Processor

Notification

The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

[For Module Three: The data exporter shall forward the notification to the controller.]

If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.] The data importer agrees to preserve the information pursuant to this section for the duration of the contract and make it available to the competent supervisory authority on request this section are without prejudice to the obligation of the data importer pursuant to Clause 14 and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

Review of Legality and Data Minimization

The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e). The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.] The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-Compliance with the Clauses and Termination

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. 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 ensured again or the contract is terminated. This is without prejudice to Clause 14(f). The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: the data exporter has suspended the transfer of personal data to the data importer pursuant to this section and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; 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 [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to terminate only with respect to the relevant Party, unless the Parties have agreed otherwise.

For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to this section 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.] [For Module Four: Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to this section shall immediately be deleted in its entirety, including any copy thereof.] 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.

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.

APPENDIX

vCom will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data as described in the DPA. More specifically, the company has implemented policies in the following areas:

Acceptable Use Policy
Access Control and Password Policy
Backup Policy
Change Management Policy
Data Classification Policy
Disaster Recovery Plans
Security Policy
Security Response Policy
Vendor Management Policies
Web Application Security Policy

On behalf of vCom Solutions, Inc. (data importer/processor):

Jenna Brown
VP, Compliance & Contract Management
415-209-7044
jbrown@vcomsolutions.com
Last Update: December 2022