RideSuite Data Processing Addendum

Effective as of 23 April 2022

This Data Processing Addendum (“DPA”) is by and between RideSuite SL (“RideSuite”) and the Subscriber (“Subscriber”) identified within the Order Form or Statement of Work. It reflects the Parties agreement with regard to RideSuite’s Processing of Personal Data on behalf of Subscriber, and forms part of the Master Subscription Agreement.

The capitalised terms used in this DPA shall have the meanings set forth in this DPA. Capitalised terms not otherwise defined herein shall have the meaning given to them in the Master Subscription Agreement. Reference to the Master Subscription Agreement in this DPA includes any Order Form or Statement of Work subject to the Master Subscription Agreement (including any such Order Form or Statement of Work entered into in the future). This DPA shall be effective for the duration of the Master Subscription Agreement (or longer to the extent required by applicable law).

For the avoidance of doubt, acceptance of the Master Subscription Agreement and of this DPA shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses incorporated herein, including their Appendices.

1. Purpose

1.1 Subscriber (“Controller”) and RideSuite (“Processor”)  have entered into a Master Subscription Agreement pursuant to which Controller is granted a licence to access and use the Service during the Subscription Term. In providing the Service, Processor will engage, on behalf of Controller, in the Processing of Personal Data submitted to and stored within the Service by Controller or third parties with whom Controller transacts using the Service. Controller acknowledges and agrees that Processor may receive, collect and/or Process Personal Data based on its legitimate interest under applicable Data Protection Laws to provide, secure and improve the Services. The terms of this DPA shall only apply to: (a) subject to Section 9 of the Master Subscription Agreement, Controllers with an active subscription to the Service(s); and (b) Personal Data within Service Data.

1.2 The Parties are entering into this DPA to ensure that the Processing by Processor of Personal Data, within the Service by Controller and/or on its behalf, is done in a manner compliant with applicable Data Protection Laws.

1.3 To the extent that any terms of the Master Subscription Agreement conflict with the substantive terms of this DPA (as they relate to the protection of Personal Data), the terms of this DPA shall take precedence.

2. Ownership of Service Data

All Service Data Processed under the terms of this DPA and the Master Subscription Agreement shall remain the property of Controller. Under no circumstances will Processor act, or be deemed to act, as a “controller” (or equivalent concept) of the Service Data under any applicable Data Protection Law.

3. Definitions

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

“Data Protection Laws” means all applicable data protection and data privacy laws and regulations, including but not limited to the EU General Data Protection Regulation (GDPR), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), and the California Consumer Privacy Act (CCPA).

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

“Personal Data” shall have the meaning ascribed to “personally identifiable information,” “personal information,” “personal data,” or equivalent terms as such terms are defined under the Data Protection Laws, in each case that is Subscriber Service Data.

“Personal Data Incident” shall have the meaning assigned by Data Protection Laws to the terms “security incident,” “security breach” or “personal data breach” and shall include any situation in which RideSuite becomes aware that Personal Data, which is transmitted, stored or otherwise Processed by RideSuite or its Sub-processors, has been or is likely to have been accessed, disclosed, altered, lost, destroyed or used by unauthorised persons, in an unauthorised manner.

“Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automatic means, such as collection, recording, organisation, 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 that Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA.

“Sub-processor” means any Processor engaged by RideSuite.

4. Obligations

4.1 Roles of the Parties. The Parties acknowledge and agree that regarding the Processing of Personal Data under the Master Subscription Agreement, Subscriber is the Controller, RideSuite is the Processor and RideSuite will engage Sub-processors pursuant to Section 5 below.

4.2 Subscriber’s Processing of Personal Data. Subscriber shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws, including any applicable requirement to provide notice to Data Subjects of the use of RideSuite as Processor. For the avoidance of doubt, Subscriber’s instructions for the Processing of Personal Data shall comply with Data Protection Laws. Subscriber shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Subscriber acquired Personal Data. Subscriber specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under Data Protection Laws. Subscriber acknowledges that in no event will the Services or Documentation constitute legal advice from RideSuite and that, as between Subscriber and RideSuite, Subscriber bears all liability for its implementation and use of the Services, except as otherwise provided in this DPA or the Master Subscription Agreement.

4.3 RideSuite’s Processing of Personal Data. RideSuite shall treat Personal Data as confidential and shall only Process Personal Data on behalf of and in accordance with Subscriber’s documented instructions unless such Processing is required by Data Protection Laws. Subscriber instructs RideSuite (and authorises RideSuite to instruct each Sub-processor) to Process Personal Data for the following purposes: (i) Processing in accordance with the Master Subscription Agreement; (ii) Processing initiated by Subscriber’s End Users in their use of the Services; or (iii) Processing to comply with other documented reasonable instructions provided by Subscriber (e.g. via email) where such instructions are consistent with the terms of the Master Subscription Agreement.

4.4 Details of the Processing. The subject matter of Processing of Personal Data by RideSuite is the performance of the Services pursuant to the Master Subscription Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data Processed and the categories of Data Subjects for whom Personal Data is Processed are set forth in Schedule 1.

4.5 Confidentiality. RideSuite 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.

4.6 Security Controls. RideSuite shall implement appropriate technical and organisational measures to maintain the security, confidentiality, and integrity of Personal Data, including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data.

4.7 Data Subject Requests. RideSuite shall, to the extent legally permitted, promptly notify Subscriber of any requests from Data Subjects seeking to exercise their rights under Data Protection Laws and, taking into account the nature of the Processing, assist Subscriber by implementing appropriate technical and organisational measures, insofar as this is possible, to assist with Subscriber’s obligation to respond to such requests. To the extent that Personal Data is not accessible to Subscriber, in its use of the Services, RideSuite shall, where legally permitted and upon Subscriber’s request, provide commercially reasonable efforts to assist Subscriber in responding to such requests if responses to such requests are required by Data Protection Laws. To the extent legally permitted, Subscriber shall be responsible for any costs arising from RideSuite’s provision of such assistance.

4.8 Data Protection Impact Assessment. RideSuite shall, upon Subscriber’s written request and taking into account the nature of processing and information available, provide reasonable assistance to Subscriber in connection with obligations under Article 36 of the GDPR or equivalent provisions under Data Protection Laws.

4.9 Return or Deletion of Personal Data. Upon the termination of Controller’s access to and use of the Service, Processor will, up to thirty (30) days following such termination at the choice of the Controller either (a) permit Controller to export its Service Data, at its expense; or (b) delete all Service Data in accordance with the capabilities of the Service in accordance with Article 28 (3) (g) of the GDPR. Following such period, Processor shall delete all Service Data stored or Processed by Processor on behalf of Controller in accordance with Processor’s deletion policies and procedures. Controller expressly consents to such deletion, unless storage of the Personal Data is required by applicable Data Protection Laws.

4.10 Processor Point of Contact. If Subscriber has any questions related to Processing of Personal Data by RideSuite, Subscriber may send such questions to the following email: [email protected].

5. Sub-Processors

5.1 Current Sub-processors. Subscriber hereby agrees that RideSuite shall use the list of Sub-processors located at https://www.ridesuite.com/company/legal/sub-processor-policy/ to deliver the Services.

5.2 Appointment of Sub-processors. Subscriber acknowledges and agrees that RideSuite may engage Sub-processors in connection with provision of the Services. RideSuite shall enter into a written agreement with any engaged Sub-processor that contains data protection obligations no less protective than those contained in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such Sub-processor.

5.3 Notification of new Sub-processors. Subscribers may request to receive email notifications of updates to RideSuite’s Sub-processor Policy, including updates to the list of Sub-processors that are used or which RideSuite proposes to use to deliver its Services, by emailing [email protected]. If a Subscriber has requested to receive updates, RideSuite shall provide the Subscriber with notification of new Sub-processor(s) at least twenty (20) business days before authorising such new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.

5.4 Objection to new Sub-processors. Subscriber may object to RideSuite’s use of a new Sub-processor by notifying RideSuite in writing within ten (10) business days following receipt of RideSuite’s communication advising of the new Sub-processor. Such objection shall describe Subscriber’s legitimate reason(s) for objection. If Subscriber does not object during such time period, the new Sub-processor(s) shall be deemed accepted.

RideSuite shall have the right to cure the objection by using reasonable efforts to make available to Subscriber a change in the Services or recommend a commercially reasonable change to Subscriber’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Subscriber.

If RideSuite is unable to make available such change within a reasonable period, which shall not exceed ninety (90) days, Subscriber may terminate the affected Services by providing written notice to RideSuite in accordance with Section 3 of the Master Subscription Agreement. RideSuite will refund Subscriber any prepaid fees covering the remainder of the applicable Subscription Term with respect to such terminated Services as of the effective date of termination, without imposing a penalty for such termination on Subscriber.

5.5 The Service provides links to integrations with Non-RideSuite Services, including, without limitation, certain Non-RideSuite Services which may be integrated directly into Controller’s account or instance in the Service. If Controller elects to enable, access, or use such Non-RideSuite Services, its access and use of such Non-RideSuite Services is governed solely by the terms and conditions and privacy policies of such Non-RideSuite Services, and Processor does not endorse and is not responsible or liable for, and makes no representations as to any aspect of such Non-RideSuite Services, including, without limitation, their content or the manner in which they handle Service Data (including Personal Data) or any interaction between Controller and the provider of such Non-RideSuite Services. The providers of Non-RideSuite Services shall not be deemed Sub-processors for any purpose under this DPA.

5.6 Liability. RideSuite shall be liable for the acts and omissions of its Sub-processors to the same extent RideSuite would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Master Subscription Agreement.

6. Personal Data Incidents

RideSuite shall notify Subscriber without undue delay after becoming aware of a Personal Data Incident. RideSuite shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps necessary and reasonable to remediate the cause of such a Personal Data Incident to the extent the remediation is within RideSuite’s reasonable control.

7. International Data Transfers

7.1 Personal Data Transfers. Subscriber agrees to allow transfer of Personal Data outside the country from which it was originally collected provided that such transfer is required in connection with the provision of Services under the Master Subscription Agreement and such transfers take place in accordance with Data Protection Laws, including, without limitation, completing any prior assessments required by Data Protection Laws.

7.2 European Specific Provisions. Where RideSuite transfers Personal Data collected in the European Economic Area to a country outside of the European Economic Area and without an adequacy finding under Article 45 of the GDPR, at least one of the transfer mechanisms listed below shall apply:

  1. Binding Corporate Rules. To the extent RideSuite has adopted Binding Corporate Rules, it shall maintain such rules and promptly notify Subscriber in the event that the rules are no longer a valid transfer mechanism between RideSuite and Subscriber.

  2. EU Standard Contractual Clauses (“SCCs”). The EU Standard Contractual Clauses pursuant to 2010/87/EU (the European Commission’s decision 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (notified under document C(2010) 593)(Schedule 2) are hereby incorporated in their entirety into this DPA and, to the extent applicable, RideSuite shall ensure that its Sub-processors comply with the obligations of a data importer (as defined in the SCCs). To the extent there is any conflict between this DPA and the SCCs, the terms of the SCCs shall prevail.

8. Certifications and Audits

Upon written request, RideSuite, to the extent that it is acting as a Processor to Subscriber, shall make available to Subscriber that is not a competitor of RideSuite (or Subscriber’s independent, third-party auditor that is not a competitor of RideSuite) information regarding RideSuite’s compliance with the obligations set forth under Data Protection Laws, provided that RideSuite shall have no obligation to provide commercially confidential information. On no more than an annual basis, RideSuite shall, to the extent that it is acting as a Processor to Subscriber, following a request by Subscriber and at Subscriber’s expense, further allow for and contribute to audits and inspections by Subscriber or its authorised third-party auditor that shall not be a competitor of RideSuite. The scope, timing and duration of any such audits, including conditions of confidentiality, shall be mutually agreed upon by RideSuite and Subscriber prior to initiation. Subscriber shall promptly notify RideSuite with information regarding non-compliance discovered during the course of an audit, and RideSuite shall use commercially reasonable efforts to address any confirmed non-compliance.

9. Liability

Liability arising out of or related to Processing of Personal Data in accordance with this DPA (whether in contract, tort or under any other theory of liability) is subject to any limitations of liability provision(s) set forth in the Master Subscription Agreement.

10. Miscellaneous

Unless otherwise agreed in writing, this DPA and the Master Subscription Agreement constitute the entire understanding between the Parties with respect to the subject matter herein, and shall supersede any other arrangements, negotiations or discussions between the Parties relating to that subject matter.

List of Schedules

Schedule 1: Details of the Processing

Schedule 2: Standard Contractual Clauses

Schedule 1 – Details Of Personal Data Processing

Nature and Purpose of Processing

RideSuite will Process Personal Data pursuant to the Agreement, as further specified in the Documentation and as further instructed by Subscriber in its use of the Services.

Duration of Processing

RideSuite will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

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

  • Prospects, customers, business partners, and vendors of Subscriber (who are natural persons)
  • Employees of Subscriber’s prospects, customers, business partners, and vendors
  • Employees, agents, subcontractors, advisors, and freelancers of Subscriber (who are natural persons)

Categories of Personal Data

Subscriber may submit Personal Data as part of Service Data to the Services, the extent of which is determined and controlled by Subscriber in its sole discretion. Such data may include, but is not limited to, the following categories of Personal Data:

  • First and last name,
  • Contact information (company, email, phone, physical address),
  • ID data,
  • Personal life data,
  • Professional life data,
  • Localisation data.

Schedule 2 – Standard Contractual Clauses

These Standard Contractual Clauses are attached to and made part of the DPA.

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

Data Exporter and Data Importer are as defined in Appendix 1, and

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

‘the data exporter’ means the controller who transfers the personal data;

‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

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

Clause 3

Third-party beneficiary clause

3.1 The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

3.2 The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3.3 The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

 

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

6.1 The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

6.2 If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity.

6.3 The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

6.4 If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

7.1 The data importer agrees that if the data subject invokes against it third-party beneficiary and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

  1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
  2. to refer the dispute to the courts in the Member State in which the data exporter is established.

7.2 The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

8.1 The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

8.2 The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

8.3 The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-processing

11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

11.2 The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

11.4 The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

12.1 The parties agree that on the termination of the provision of data processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

12.2 The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and has been agreed by the parties by virtue of their acceptance of the Master Service Agreement and this DPA.

Data exporter

The data exporter is the legal entity identified as “Subscriber” in the RideSuite Data Processing Addendum.

Data importer

The data importer is the legal entity identified as RideSuite in the RideSuite Data Processing Addendum.

Duration of Processing

The Processing of Personal Data shall endure for the duration of the Subscription Term in the Master Subscription Agreement and this DPA.

Data subjects

The personal data transferred concern the following categories of data subjects:

See Schedule 1

Categories of data

The personal data transferred concern the following categories of data:

See Schedule 1

Processing operations

The Personal Data transferred will be subject to the following basic processing activities:

The performance of the Services pursuant to the Agreement

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and has been agreed by the parties by virtue of their acceptance of the Master Service Agreement and this DPA..

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

As of the Effective Date of this DPA, our sub-processors, when Processing Personal Data on behalf of Controller, shall implement and maintain the following technical and organisational security measures for the Processing of such Personal Data:

  1. Physical Access Controls: our sub-processors shall take reasonable measures, such as security personnel and secured buildings, to prevent unauthorised persons from gaining physical access to Personal Data, or ensure third parties operating data centres on its behalf are adhering to such controls.
  2. System Access Controls: Processor shall take reasonable measures to prevent Personal Data from being used without authorisation. These controls shall vary based on the nature of the Processing undertaken and may include, among other controls, authentication via passwords and/or two-factor authentication, documented authorisation processes, documented change management processes and/or, logging of access on several levels.
  3. Data Access Controls: Processor shall take reasonable measures to provide that Personal Data is accessible and manageable only by properly authorised staff, direct database query access is restricted and application access rights are established and enforced to ensure that persons entitled to use a data processing system only have access to the Personal Data to which they have privilege of access; and, that Personal Data cannot be read, copied, modified or removed without authorisation in the course of Processing.
  4. Transmission Controls: Processor shall take reasonable measures to ensure that it is possible to check and establish to which entities the transfer of Personal Data by means of data transmission facilities is envisaged so Personal Data cannot be read, copied, modified or removed without authorisation during electronic transmission or transport.
  5. Input Controls: Processor shall take reasonable measures to provide that it is possible to check and establish whether and by whom Service Data has been entered into data processing systems, modified or removed; and, any transfer of Personal Data to a third-party service provider is made via a secure transmission.
  6. Data Protection: Reasonable measures are taken to ensure that Personal Data is protected against accidental destruction or loss.
  7. Logical Separation: Data from different Subscribers is logically segregated on systems managed by the Processor to ensure that Personal Data within Service Data that is collected by different Controllers is segregated from one another.