Client Terms of Service

Service Level Agreement

Data Processing Addendum

Data Processing Addendum

Last Updated: October 15, 2025

This Data Processing Addendum, including its Schedules (“DPA”) governs the Processing of Personal Data by the contracting entity identified in an applicable Order Form (“Provider”) to the entity identified as client in that Order Form (“Client”). This DPA is referenced in Provider’s Client Terms of Service (“TOS”) and is a supplement to and made part of the Agreement (as defined by the TOS). By executing an Order Form that references the Agreement, Client agrees to be bound by the terms of this DPA. If a Client Affiliate accesses the Subscription Services without signing an Order Form, the Client will be responsible for such Affiliate’s use. All terms not defined in this DPA shall have the meaning assigned to them in the Agreement. 

In the course of providing the Services to Client pursuant to the Agreement, Provider may Process Personal Data on behalf of Client and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. 

DATA PROCESSING TERMS 

1. Definitions

“Affiliate” means, with respect to a party, any entity controlling, controlled by, or under common control with that party. 

“Authorized Affiliate” means any of Client’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Client and Provider, but has not signed its own Order Form with Provider and is not a “Client” as defined under this DPA. 

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations. 

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data. 

“Client” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms. 

“Client Data” means what is defined in the Agreement as “Client Data,” provided that such data is electronic data and information submitted by or for Client to the Services.  

“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Canada, Switzerland, the United Kingdom and the United States and its states, applicable to the Processing of Personal Data under the Agreement as amended from time to time. 

“Data Subject” means the identified or identifiable person to whom Personal Data relates. 

“Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom. 

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), including as implemented or adopted under the laws of the United Kingdom. 

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Client Data. 

“PIPEDA” means the Personal Information Protection and Electronic Documents Act (Canada) as it may be amended or superseded from time to time. 

“Processing” or “Process” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 

“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA. 

“Public Authority” means a government agency or law enforcement authority, including judicial authorities. 

“Provider” means the entity providing Services pursuant to the Agreement and/or Order Form and who is a party to this DPA. 

“Provider Group” means Provider and its Affiliates engaged in the Processing of Personal Data. 

“Security, Privacy and Architecture Documentation” means the Security, Privacy and Architecture Documentation applicable to the specific Services purchased by Client, as updated from time to time, and accessible via Provider’s Trust Portal or as otherwise made reasonably available by Provider. 

“Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur- lex.europa.eu/eli/dec_impl/2021/914/oj. 

“Sub-processor” means any Processor engaged by Provider or a member of the Provider Group. 

“Trust Portal” means that trust center website accessible via https://trust.smartsimple.com/

2. Processing of Personal Data

2.1. Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Client is a Controller or a Processor, Provider is a Processor and that Provider or members of the Provider Group will engage Sub-processors pursuant to the requirements set forth in section 5 “Sub-processors” below. 

2.2. Client’s Processing of Personal Data. Client shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to Data Subjects of the use of Provider as Processor (including where the Client is a Processor, by ensuring that the ultimate Controller does so). For the avoidance of doubt, Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Client acquired Personal Data. Client specifically acknowledges and agrees that its use of the Services will not violate the rights of any Data Subject, including those that have opted out from sales or other disclosures of Personal Data, to the extent applicable under Data Protection Laws and Regulations. 

2.3. Provider’s Processing of Personal Data. Provider shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Client’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Client (e.g., via email) where such instructions are consistent with the terms of the Agreement. 

2.4. Details of the Processing. The subject-matter of Processing of Personal Data by Provider is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Description of Processing/Transfer) to this DPA. 

3. Rights of Data Subjects

Provider shall, to the extent legally permitted, promptly notify Client of any complaint, dispute or request it has received from a Data Subject such as a Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or its right not to be subject to an automated individual decision making system, each such request being a “Data Subject Request”. Provider shall not respond to a Data Subject Request itself, except that Client authorizes Provider to redirect the Data Subject Request as necessary to allow Client to respond directly. Taking into account the nature of the Processing, Provider shall assist Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Client, in its use of the Services, does not have the ability to address a Data Subject Request, Provider shall upon Client’s request provide commercially reasonable efforts to assist Client in responding to such Data Subject Request, to the extent Provider is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Client shall be responsible for any costs arising from Provider’s provision of such assistance. 

4. Provider Personnel

4.1. Confidentiality. Provider shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Provider shall ensure that such confidentiality obligations survive the termination of the personnel engagement. 

4.2.Reliability. Provider shall take commercially reasonable steps to ensure the reliability of any Provider personnel engaged in the Processing of Personal Data. 

4.3. Limitation of Access. Provider shall ensure that Provider’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement. 

4.4. Data Protection Officer. Members of the Provider Group have appointed a data protection officer. The appointed person may be reached at privacy@foundant.com. 

5. Sub-processors

5.1. Appointment of Sub-processors. Client acknowledges and agrees that (a) Provider’s Affiliates may be retained as Sub- processors; and (b) Provider and Provider’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Provider or a Provider Affiliate has entered into a written agreement with each Sub-processor containing, in substance, data protection obligations no less protective than those in the Agreement with respect to the protection of Client Data to the extent applicable to the nature of the Services provided by such Sub-processor. 

5.2. List of Current Sub-processors and Notification of New Sub-processors. The current list of Sub-processors engaged in Processing Personal Data for the performance the Service, including a description of their processing activities and countries of location, is listed under the Infrastructure and Sub-processor Documentation which can be found on Provider’s Trust Portal (“Infrastructure and Sub-processor Documentation”, also accessible within the Security, Privacy and Architecture Documentation. Client hereby consents to these Sub-processors, their locations and processing activities as it pertains to their Personal Data. The Trust Portal contains a mechanism to subscribe to notifications of new Sub- processors for each applicable Service, and if Client subscribes, Provider shall provide notification of a new Sub- processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services. 

5.3. Objection Right for New Sub-processors. Client may object to Provider’s use of a new Sub-processor by notifying Provider promptly in writing within thirty (30) days of receipt of Provider’s notice in accordance with the mechanism set out in section 5.2. If Client objects to a new Sub-processor as permitted in the preceding sentence, Provider will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Client. If Provider is unable to make available such change within a reasonable period of time,  which shall not exceed sixty (60) days, either party may terminate the applicable portion of the Order Form(s) with respect only to those Services which cannot be provided by Provider without the use of the objected-to new Sub-processor by providing written notice to the other party. If Client terminates Services after providing notice of a commercially reasonable objection to a Sub-processor, Provider will refund Client any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Client. 

5.4. Liability. Provider shall be liable for the acts and omissions of its Sub-processors to the same extent Provider would be liable if performing the services of each Sub-processor directly under the terms of this DPA, unless otherwise set forth in the Agreement. 

6. Security

6.1. Controls for the Protection of Client Data. Provider shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Client Data), confidentiality and integrity of Client Data, as set forth in the Security, Privacy and Architecture Documentation. Provider regularly monitors compliance with these measures. Provider will not materially decrease the overall security of the Services during a subscription term. 

6.2. Audit. Provider shall maintain an audit program to help ensure compliance with the obligations set out in this DPA and shall make available to Client information to demonstrate compliance with the obligations set out in this DPA as set forth in this section 6.2. 

6.2.1. Third-Party Certifications and Audits. Provider has obtained the third-party certifications and audits set forth in the Security, Privacy and Architecture Documentation for the various Services. Upon Client’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Provider shall make available to Client (or Client’s Third-Party Auditor – as defined below in section 6.2.4) applicable information regarding Provider’s compliance with the obligations set forth in this DPA in the form of a copy of Provider’s then most recent third-party audits or certifications set forth in the Security, Privacy and Architecture Documentation. Such third-party audits or certifications may also be shared with Client’s competent supervisory authority on its request. Where Provider has and reports as described in the Documentation for Services applicable to Client, Provider agrees to maintain these certifications or standards, or appropriate and comparable successors thereof, for the duration of the Agreement. Upon request, Provider shall also provide a requesting Client with a report and/or confirmation of Provider’s audits of third-party Sub-processors’ compliance with the data protection controls set forth in this DPA and/or a report of third-party auditors’ audits of third-party Sub-processors that have been provided by those third-party Sub- processors to Provider, to the extent such reports or evidence may be shared with Client (“Third-party Sub-processor Audit Reports”). Client acknowledges that (i) Third-party Sub-processor Audit Reports shall be considered Confidential Information as well as confidential information of the third-party Sub-processor and (ii) certain third-party Sub-processors to Provider may require Client to execute a non-disclosure agreement with them in order to view a Third-party Sub- processor Audit Report. 

6.2.2. On-Site Audit. Client may contact Provider to request an on-site audit of Provider’s Processing activities covered by this DPA (“On-Site Audit”). An On-Site Audit may be conducted by Client either itself or through a Third-Party Auditor (as defined below in section 6.2.4) selected by Client when: 

6.2.2.1. the information available pursuant to section “Third-Party Certifications and Audits” is not sufficient to demonstrate compliance with the obligations set out in this DPA and its Schedules; 

6.2.2.2. Client has received a notice from Provider of a Client Data Incident; or 

6.2.2.3. such an audit is required by Data Protection Laws and Regulations or by Client’s competent supervisory authority. 

Any On-Site Audits will be limited to Provider sites operated by Provider or any of Provider’s Affiliates, and excluding any hosting provider facilities or other sites not subject to audit pursuant to Data Protection Laws and Regulations. Client acknowledges that Provider operates a multi-tenant cloud environment. Accordingly, Provider shall have the right to reasonably adapt the scope of any On-Site Audit to avoid or mitigate risks with respect to, and including, service levels, availability, and confidentiality of other Provider clients’ information. 

6.2.3. Reasonable Exercise of Rights. An On-Site Audit shall be conducted by Client or its Third-Party Auditor: 

6.2.3.1. acting reasonably, in good faith, and in a proportional manner, taking into account the nature and complexity of the Services used by Client; 

6.2.3.2. up to one time per year with at least three weeks’ advance written notice. If an emergency justifies a shorter notice period, Provider will use good faith efforts to accommodate the On-Site Audit request; and 

6.2.3.3. during Provider’s normal business hours, under reasonable duration and shall not unreasonably interfere with Provider’s day-to-day operations. 

Before any On-Site Audit commences, Client and Provider shall mutually agree upon the scope, timing, and duration of the audit and the reimbursement rate for which Client shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by or on behalf of Provider. 

6.2.4. Third-Party Auditor. A Third-Party Auditor means a third-party independent contractor that is not a competitor of Provider. An On-Site Audit can be conducted through a Third-Party Auditor if: 

6.2.4.1. prior to the On-Site Audit, the Third-Party Auditor enters into a non-disclosure agreement containing confidentiality provisions no less protective than those set forth in the Agreement to protect Provider’s proprietary information; and 

6.2.4.2. the costs of the Third-Party Auditor are at Client’s expense. 

6.2.5. Findings. Client must promptly provide Provider with information regarding any non-compliance discovered during the course of an On-Site Audit. 

6.3. Data Protection Impact Assessment. Upon Client’s request, Provider shall provide Client with reasonable cooperation and assistance needed to fulfil Client’s obligation under Data Protection Laws and Regulations to carry out a data protection impact assessment related to Client’s use of the Services, to the extent Client does not otherwise have access to the relevant information, and to the extent such information is available to Provider. 

7. Client Data Incident Management and Notification

Provider maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Documentation and shall notify Client without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Data, including Personal Data, transmitted, stored or otherwise Processed by Provider or its Sub-processors of which Provider becomes aware (a “Client Data Incident”). Provider shall make reasonable efforts to identify the cause of such Client Data Incident and take such steps as Provider deems necessary and reasonable to remediate the cause of such a Client Data Incident to the extent the remediation is within Provider’s reasonable control. The obligations herein shall not apply to incidents that are caused by Client or Client’s Users. 

8. Government Access Requests

8.1. Provider requirements. In its role as a Processor, Provider shall maintain appropriate measures to protect Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense and public security. If Provider receives a legally binding request to access Personal Data from a Public Authority, Provider shall, unless otherwise legally prohibited, promptly notify Client including a summary of the nature of the request. To the extent Provider is prohibited by law from providing such notification, Provider shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable Provider to communicate as much information as possible, as soon as possible. Further, Provider shall challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful. Provider shall pursue possibilities of appeal. When challenging a request, Provider 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. Provider agrees it will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. Provider shall promptly notify Client if Provider becomes aware of any direct access by a Public Authority to Personal Data and provide information available to Provider in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require Provider to pursue action or inaction that could result in civil or criminal penalty for Provider such as contempt of court. 

8.2. Sub-processors requirements. Provider shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses. 

9. Return and Deletion of Client Data

Provider shall return Client Data to Client and, to the extent allowed by applicable law, delete Client Data in accordance with the procedures and timeframes specified in the Agreement, or the Security, Privacy and Architecture Documentation. Until Client Data is deleted or returned, Provider shall continue to comply with this DPA and its Schedules. 

10. Authorized Affiliates

10.1. Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Client enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Provider and each such Authorized Affiliate subject to the provisions of the Agreement and this section 10 and section 11. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is a party only to this DPA. All access to and use of the Services and Platform by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Client. 

10.2. Communication. The Client that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Provider under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates. 

10.3. Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to this DPA with Provider, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following: 

10.3.1. Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Provider directly by itself, the parties agree that (i) solely the Client that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Client that is the contracting party to the Agreement shall exercise any such rights under this DPA, not separately for each Authorized Affiliate individually, but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in section 10.3.2, below). 

10.3.2. The parties agree that the Client that is the contracting party to the Agreement shall, when carrying out an On- Site Audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Provider and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one single audit. 

11. Limitation of Liability

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Provider, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. 

For the avoidance of doubt, Provider’s and its Affiliates’ total liability for all claims from Client and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Client and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Client and/or to any Authorized Affiliate that is a contractual party to any such DPA. 

12. Europe Specific Provisions

12.1. Definitions. For the purposes of this section 12 and Schedule 1 these terms shall be defined as follows: 

“EU C-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor). 

“EU P-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor). 

12.2. GDPR. Provider will Process Personal Data in accordance with the GDPR requirements directly applicable to Provider’s provision of its Services. 

12.3. Client Instructions. Provider shall inform Client immediately (i) if, in its opinion, an instruction from Client constitutes a breach of the GDPR and/or (ii) if Provider is unable to follow Client’s instructions for the Processing of Personal Data. 

12.4. Transfer mechanisms for data transfers. If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe: 

12.4.1. The EU C-to-P Transfer Clauses. Where Client and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and Provider is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in section 2 of Schedule 1; and/or 

12.4.2. The EU P-to-P Transfer Clauses. Where Client and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and Provider is a Processor and data importer in respect of that Personal Data, the Parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in sections 2 and 3 of Schedule 1. 

12.5. Impact of local laws. As of the Effective Date, Provider has no reason to believe that the laws and practices in any third country of destination applicable to its Processing of the Personal Data as set forth in the Infrastructure and Sub-processors Documentation, including any requirements to disclose Personal Data or measures authorising access by a Public Authority, prevent Provider from fulfilling its obligations under this DPA. If Provider reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its Processing of the Personal Data (“Local Laws“) prevent it from fulfilling its obligations under this DPA, it shall promptly notify Client. In such a case, Provider shall use reasonable efforts to make available to the affected Client a change in the Services or recommend a commercially reasonable change to Client’s configuration or use of the Services to facilitate compliance with the Local Laws without unreasonably burdening Client. If Provider is unable to make available such change promptly, Client may terminate the applicable Order Form(s) and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by Provider in accordance with the Local Laws by providing written notice in accordance with the “Notices” section of the Agreement. Client shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services. 

List of Schedules

Schedule 1: Transfer Mechanisms for European Data Transfers  

Schedule 2: Description of Processing/Transfer 

Schedule 1 – Transfer Mechanism for European Data Transfers 

1. Standard Contractual Clauses Operative Provisions and Additional Terms

For the purposes of the EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Client is the data exporter and Provider is the data importer and the Parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to ‘Client’ in this Schedule, include such Authorized Affiliate. Where this section 2 does not explicitly mention EU C-to- P Transfer Clauses or EU P-to-P Transfer Clauses it applies to both of them. 

1.1. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2. 

1.2. Docking clause. The option under clause 7 shall not apply. 

1.3. Instructions. This DPA and the Agreement are Client’s complete and final documented instructions at the time of signature of the Agreement to Provider for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Client to Process Personal Data are set out in section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services. 

1.4. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause and 16(d) of the Standard Contractual Clauses shall be provided by Provider to Client only upon Client’s written request. 

1.5. Security of Processing. For the purposes of clause 8.6(a), Client is solely responsible for making an independent determination as to whether the technical and organisational measures set forth in the Security, Privacy and Architecture Documentation meet Client’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Provider provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches will be handled in accordance with section 7 (Client Data Incident Management and Notification) of this DPA. 

1.6. Audits of the Standard Contractual Clauses. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with section 6.2 of this DPA. 

1.7. General authorisation for use of Sub-processors. Option 2 under clause 9 shall apply. For the purposes of clause 9(a), Provider has Client’s general authorisation to engage Sub-processors in accordance with section 5 of this DPA. Provider shall make available to Client the current list of Sub-processors in accordance with section 5.2 of this DPA. Where Provider enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the Services, Client hereby grants Provider and Provider’s Affiliates authority to provide a general authorisation on Controller’s behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such sub-processors. 

1.8. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a), Client acknowledges and expressly agrees that Provider may engage new Sub-processors as described in sections 5.2 and 5.3 of this DPA. Provider shall inform Client of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA. 

1.9. Complaints – Redress. For the purposes of clause 11, and subject to section 3 of this DPA, Provider shall inform data subjects on its website of a contact point authorised to handle complaints. Provider shall inform Client if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Client. Provider shall not otherwise have any obligation to handle the request (unless otherwise agreed with Client). The option under clause 11 shall not apply. 

1.10. Liability. Provider’s liability under clause 12(b) shall be limited to any damage caused by its Processing where Provider has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Client, as specified in Article 82 GDPR. 

1.11. Supervision. Clause 13 shall apply as follows: 

1.11.1. Where Client is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Client with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority. 

1.11.2. Where Client is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as competent supervisory authority. 

1.11.3. Where Client 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, Data Protection Commission of Ireland (Dublin Office: 21 Fitzwilliam Square Dublin 2 D02 RD28 Ireland, E-mail: info@dataprotection.ie, website: https://dataprotection.ie/). 

1.11.4. Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner’s Office shall act as the competent supervisory authority. 

1.11.5. Where Client is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations. 

1.12. Notification of Government Access Requests. For the purposes of clause 15(1)(a), Provider shall notify Client (only) and not the Data Subject(s) in case of government access requests. Client shall be solely responsible for promptly notifying the Data Subject as necessary. 

1.13. Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom. 

1.14. Choice of forum and jurisdiction. The courts under clause 18 shall be those designated in the Venue section of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes. 

1.15. Appendix. The Appendix shall be completed as follows:

• The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses 
  
  
• The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses
  
  
• The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses
  
  
• The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual Clauses. 

1.16. Data Exports from the United Kingdom under the Standard Contractual Clauses. For data transfers governed by UK Data Protection Laws and Regulations, the Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section 18 of those Mandatory Clauses (“Approved Addendum”) shall apply. The information required for Tables 1 to 3 of Part One of the Approved Addendum is set out in Schedule 2 of this DPA (as applicable). For the purposes of Table 4 of Part One of the Approved Addendum, neither party may end the Approved Addendum when it changes. 

1.17. Data Exports from Switzerland under the Standard Contractual Clauses. In case of any transfers of Personal Data from Switzerland subject exclusively to the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws”), (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Swiss Data Protection Laws, as applicable; and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity. 

1.18. Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. 

2. Additional Terms for the EU P-TO-P Transfer Clauses

For the purposes of the EU P-to-P Transfer Clauses (only), the Parties agree the following. 

2.1. Instructions and notifications. For the purposes of clause 8.1(a), Client hereby informs Provider that it acts as Processor under the instructions of the relevant Controller in respect of Personal Data. Client warrants that its Processing instructions as set out in the Agreement and this DPA, including its authorizations to Provider for the appointment of Sub- processors in accordance with this DPA, have been authorized by the relevant Controller. Client shall be solely responsible for forwarding any notifications received from Provider to the relevant Controller where appropriate. 

2.2. Security of Processing. For the purposes of clause 8.6(c) and (d), Provider shall provide notification of a personal data breach concerning Personal Data Processed by Provider to Client. 

2.3. Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to Provider by Client. If Provider receives an enquiry directly from a Controller, it shall forward the enquiry to Client and Client shall be solely responsible for responding to any such enquiry from the relevant Controller where appropriate. 

2.4. Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, Provider shall notify Client about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed), but shall not notify the relevant Controller. Client shall be solely responsible for cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request. 

Schedule 2 – Description of Processing/ Transfer  

1. List of Parties

Data exporter:  Client 

• Role: For the purposes of the EU C-to-P Transfer Clauses Client and/or its Authorized Affiliate is a Controller. For the purposes of the EU P-to-P Transfer Clauses Client and/or its Authorized Affiliate is a Processor 
  
  
• Activities relevant to the data transferred under these clauses:  Performance of the Services pursuant to the Agreement and as further described in the Documentation. 

Data importer:  Provider 

• Role:  Processor 
  
  
• Activities relevant to the data transferred under these clauses:  Performance of the Services pursuant to the Agreement and as further described in the Documentation.

​​​2. Categories of Data Subjects Whose Personal Data is Transferred

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

• Prospects, clients, business partners and vendors of Client (who are natural persons) 
  
  
• Employees or contact persons of Client’s prospects, clients, business partners and vendors 
  
  
• Employees, agents, advisors, freelancers of Client (who are natural persons) 
  
  
• Client’s Users authorized by Client to use the Services 
  
  
• Prospects, donors, visitors, grant or scholarship applicants, subscribers of the Client (who are natural persons); 

• Contact information (company, username, phone number, postal address, email address, ID data etc.)
  
  
• First and last name 
  
  
• Professional life data (title, employer)
  
  
• Personal life data 
  
  
• Grant and/or scholarship application data 
  
  
• Information about browser, IP address, and devices 
  
  
• Other information which Client chooses to collect via the Services. 

• Racial or ethnic origin 
  
  
• Political opinions 
  
  
• Religion or philosophical beliefs 
  
  
• Health or medical condition
   
• Criminal background 
  
  
• Trade union membership 
  
  
• Genetic or biometric data 
  
  
• Sexual life or orientation 
  
  
• Precise geolocation 
  
  

• 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 shall act as competent supervisory authority. 
  
  
• Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as the 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: Data Protection Commission of Ireland (Dublin Office: 21 Fitzwilliam Square Dublin 2 D02 RD28 Ireland, E-mail: info@dataprotection.ie, website: https://dataprotection.ie/) shall act as the competent supervisory authority. 
  
  
• Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner’s Office shall act as the competent supervisory authority. 
  
  
• Where the data exporter is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.