This addendum only applies if and to the extent AvanSaber Inc. processes personal data on behalf of a Customer that qualifies as a controller with respect to that personal data under Applicable Data Protection Law (as defined below). If the Customer had entered into earlier data processing terms with AvanSaber Inc., those terms are replaced by this Addendum.
In this Addendum, the following terms have the following meanings:
a) controller, processor, data subject, personal data, processing(and process) and special categories of personal datahave the meanings given in Applicable Data Protection Law
b) Applicable Data Protection Law means the EU General Data Protection Regulation (Regulation 2016/679) (the GDPR) and any applicable national laws made under the GDPR
The Customer (the controller) appoints AvanSaber Inc. as a processor to process the personal data described in ‘terms and conditions’ only on the controller’s documented instructions (and as per the terms set out in this Addendum) for the purposes described in the Agreement or as otherwise agreed in writing by the parties (the Permitted Purpose). Each party must comply with the obligations that apply to it under Applicable Data Protection Law.
Unless explicitly requested by AvanSaber Inc. to do so, the Customer will not disclose (and will not permit any data subject to disclose) any special categories of personal data to AvanSaber Inc. for processing.
AvanSaber Inc. will not transfer the Data outside of the European Economic Area (EEA) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data (eg, United States) or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
AvanSaber Inc. will ensure that any person it authorises to process the Data (an Authorised Person) will protect the Data in accordance with AvanSaber Inc.’s confidentiality obligations under the Agreement.
The Customer consents to AvanSaber Inc. engaging third-party subprocessors to process the Data for the Permitted Purpose provided that:
(i) AvanSaber Inc. maintains an up-to-date list of its subprocessors, which is available if requested;
(ii) AvanSaber Inc. imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and
(iii) AvanSaber Inc. remains liable for any breach of this Addendum that is caused by an act, error or omission of its subprocessor. The Customer may object to AvanSaber Inc.’s appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, AvanSaber Inc. will either not appoint or replace the subprocessor or, if AvanSaber Inc. determines at its sole discretion that this is not reasonably possible, the Customer may suspend or terminate the Agreement without penalty (without prejudice to any fees incurred by the Customer up to and including the date of suspension or termination).
AvanSaber Inc. will provide reasonable and timely assistance to the Customer (at the Customer’s expense) to enable the Customer to respond to:
(i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law; and
(ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. If any such request, correspondence, enquiry or complaint is made directly to AvanSaber Inc., AvanSaber Inc. will promptly inform the Customer, providing full details.
If AvanSaber Inc. believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it will inform the Customer and provide reasonable cooperation to the Customer in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
If it becomes aware of a confirmed Security Incident, AvanSaber Inc. will inform the Customer without undue delay and will provide reasonable information and cooperation to the Customer so that they can fulfil any data breach reporting obligations they may have under (and in accordance with the timescales required by) Applicable Data Protection Law. AvanSaber Inc. will further take reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and keep the Customer informed of all material developments in connection with the Security Incident.
AvanSaber Inc. will retain the Data for a period of 1 year after a subscription is terminated in case the Customer later needs access to it. On expiry of this period or on the Customer’s earlier request, AvanSaber Inc. will delete or return the Data in a manner and form decided by AvanSaber Inc., acting reasonably. This requirement will not apply to the extent that AvanSaber Inc. is required by applicable law to retain some or all of the Data, or to Data it has archived on back-up systems, which Data AvanSaber Inc. shall securely isolate and protect from any further processing.
The duration of processing personal data shall be for as long as we have a business relationship with the Customer, and at the end of that relationship, we will act in accordance with clause 1.11 regarding deletion or return of such personal data.