Data Processing Addendum

If you would like to view our Data Processing Addendum,  please contact us at legal@eongroup.co

Data Processing Addendum

 

Effective from September 21, 2020.

 

This Data Processing Addendum, including its Schedules and Appendices, (“DPA”) forms part of the Master Services Agreement or other written or electronic agreement between Eon and Client-Customer for the purchase of online services from Eon (“Agreement”), to reflect the parties’ agreement with regard to the Processing of Personal Data.

By signing the Agreement, Client-Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent Eon processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Client-Customer” shall include Client-Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

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

HOW TO EXECUTE THIS DPA:

1. This DPA consists of two parts: the main body of the DPA, and Schedules 1, 2, and 3 (including Appendices 1 and 2).

2. To complete this DPA, Client-Customer must:

(a) Complete the information in the signature box and sign; and

(b). Send the signed DPA to Eon by email to legal@eongroup.co indicating, if applicable, the Client-Customer’s Account Number (as set out on the applicable Eon Order Form).

Upon receipt of the validly completed DPA by Eon at this email address, this DPA will become legally binding.

 

For the avoidance of doubt, signature of the DPA shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses incorporated herein, including their Appendices. Where Client-Customer wishes to separately execute the Standard Contractual Clauses and its Appendices, Client-Customer should also complete the information as the data exporter and complete the information in the signature box and sign each section separately.

HOW THIS DPA APPLIES

If the Client-Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement.

If the Client-Customer entity signing this DPA has executed an Order Form with Eon or its Affiliate pursuant to the Agreement, but is not itself a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms, and the Eon entity that is party to such Order Form is party to this DPA. For the purposes of this DPA, any reference to Order Form herein shall include “Ordering Document” (as defined in the Agreement).

If the Client-Customer entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Client-Customer entity who is a party to the Agreement executes this DPA.

 

This DPA shall not replace any comparable or additional rights relating to Processing of Client-Customer Data contained in Client-Customer’s Agreement (including any existing data processing addendum to the Agreement).

DATA PROCESSING TERMS

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

 

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 

“Authorized Affiliate” means any of Client-Customer’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-Customer and Eon, but has not signed its own Order Form with Eon and is not a “Client-Customer” 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-Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.

 

“Client-Customer Data” means what is defined in the Agreement as “Client-Customer Data” or “Your Data”, provided that such data is electronic data and information submitted by or for Client-Customer to the Services. This DPA does not apply to Content or Non-Eon Applications as defined in the Agreement or, if not defined in the Agreement, as defined in the Master Service Agreement.

 

“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, Switzerland, the United Kingdom, and the United States and its states, applicable to the Processing of Personal Data under the Agreement.

 

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

 

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

“Personal Data” or “Personal Information” 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-Customer Data.

 

“Processing” 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.

 

“Eon Processor BCR” means Eon’s processor binding corporate rules for the Processing of Personal Data, the most current version of which is available on Eon’s website, currently located at https://www.eongroup.co/privacy-policy, which govern transfers of Personal Data to third countries to and Eon, and to third-party Sub-processors. The scope of application of the Eon Processor BCR is set out in Section 11 of this DPA and Section 1 of Schedule 1.

 

“Security, Privacy and Architecture Documentation” means the Security, Privacy and Architecture Documentation applicable to the specific Services purchased by Client-Customer, as updated from time to time, and accessible upon request.

 

“Eon” means the Eon Group Holdings, Inc. entity which is a party to this DPA, as specified in the section “HOW THIS DPA APPLIES” above, being Eon Group Holdings, Inc., a company incorporated in Delaware, US.

 

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

 

“Standard Contractual Clauses” means the agreement executed by and between Client-Customer and Eon and attached hereto as Schedule 3 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

 

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

 

“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

 

“Vendor” means a business organization or individual that facilitates the offer, provision, or disposition of a Client-Customer.

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-Customer is the Controller, Eon is the Processor and that Eon or members of the Eon Group will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.

2.2 Client-Customer’s Processing of Personal Data. Client-Customer 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 Eon as Processor. For the avoidance of doubt, Client-Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client-Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Client-Customer acquired Personal Data. Client-Customer 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 the CCPA.

2.3 Eon’s Processing of Personal Data. Eon shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Client-Customer’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-Customer (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 Eon 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 (Details of the Processing) to this DPA.

3. RIGHTS OF DATA SUBJECTS

Data Subject Request. Eon shall, to the extent legally permitted, promptly notify Client-Customer if Eon receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objects to the Processing, right not to have their data sold, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Taking into account the nature of the Processing, Eon shall assist Client-Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client-Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Client-Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Eon shall upon Client-Customer’s request provide commercially reasonable efforts to assist Client-Customer in responding to such Data Subject Request, to the extent Eon 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-Customer shall be responsible for any costs arising from Eon’s provision of such assistance.

 

4. EON PERSONNEL

4.1 Confidentiality. Eon 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. Eon shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

 

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

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

4.4 Data Protection Officer. The appointed person may be reached at privacy@eongroup.co.

5. SUB-PROCESSORS

5.1 Appointment of Sub-processors. Client-Customer acknowledges and agrees that (a) Eon’s Affiliates may be retained as Sub-processors; and (b) Eon and Eon’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Eon or an Eon Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in the Agreement with respect to the protection of Client-Customer 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. Eon shall make available to Client-Customer the current list of Sub-processors for the Services identified in Appendix 3 of the Standard Contractual Clauses attached hereto.

 

5.3 Objection Right for New Sub-processors. Client-Customer may object to Eon’s use of a new Sub-processor by notifying Eon promptly in writing within thirty (30) days after receipt of Eon’s notice in accordance with the mechanism set out in Section 5.2. In the event Client-Customer objects to a new Sub-processor, as permitted in the preceding sentence, Eon will use reasonable efforts to make available to Client-Customer a change in the Services or recommend a commercially reasonable change to Client-Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Client-Customer. If Eon is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Client-Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Eon without the use of the objected-to new Sub-processor by providing written notice to Eon. Eon will refund Client-Customer 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-Customer.

 

5.4 Liability. Eon shall be liable for the acts and omissions of its Sub-processors to the same extent Eon 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 Agreement or by applicable legislation.

6. SECURITY

6.1 Controls for the Protection of Client-Customer Data. Eon 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-Customer Data), confidentiality and integrity of Client-Customer Data, as set forth in the Security, Privacy and Architecture Documentation. Eon regularly monitors compliance with these measures. Eon will not materially decrease the overall security of the Services during a subscription term.

 

6.2 Third-Party Certifications and Audits. Upon Client-Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Eon shall make available to Client-Customer that is not a competitor of Eon (or Client-Customer’s independent, third-party auditor that is not a competitor of Eon) a copy of Eon’s then most recent third-party audits or certifications, as applicable.

7. CLIENT-CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

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

 

8. RETURN AND DELETION OF CLIENT-CUSTOMER DATA

Eon shall return Client-Customer Data to Client-Customer within thirty (30) business days of the date of termination of any Services involving the Processing of Client-Customer Personal Data (the “Termination Date”) and, to the extent allowed by applicable law, delete Client-Customer Data in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation. Any Client-Customer data work, or work outside the scope of the Agreement or Order Form, may be subject to a fee.

 

9. AUTHORIZED AFFILIATES

9.1 Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Client-Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Eon and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. 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 only a party to the DPA. All access to and use of the Services and Content 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-Customer.

 

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

9.3 Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with Eon, 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:

9.3.1 Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Eon directly by itself, the parties agree that (i) solely the Client-Customer 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-Customer 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 9.3.2, below).

9.3.2 The parties agree that the Client-Customer that is the contracting party to the Agreement shall, when carrying out an onsite audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Eon 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.

10. 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 Eon, 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, Eon’s and its Affiliates’ total liability for all claims from Client-Customer 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-Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Client-Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

11. EUROPEAN SPECIFIC PROVISIONS

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

 

11.2 Data Protection Impact Assessment. Upon Client-Customer’s request, Eon shall provide Client-Customer with reasonable cooperation and assistance needed to fulfil Client-Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Client-Customer’s use of the Services, to the extent Client-Customer does not otherwise have access to the relevant information, and to the extent such information is available to Eon. Eon shall provide reasonable assistance to Client-Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 11.2 of this DPA, to the extent required under the GDPR.

11.3 Transfer Mechanisms for Data Transfers. Subject to the additional terms in Schedule 1, Eon makes available the transfer mechanisms listed below which shall apply, in the order of precedence as set out in Section 11.4, to any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations:

 

1. The Eon Processor Binding Corporate Rules apply to the Services listed in the Appendix to the Eon Processor BCR (the “BCR Services”), subject to the additional terms in Section 1 of Schedule 1;

 

2. The Standard Contractual Clauses set forth in Schedule 3 to this DPA apply to the Services listed in Appendix 3 to the Standard Contractual Clauses (the “SCC Services”), subject to the additional terms in Section 3 of Schedule.

 

11.4 Order of Precedence. In the event that Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (1) the Eon Processor BCR, and (2) the Standard Contractual Clauses.

12. LEGAL EFFECT

This DPA shall only become legally binding between Client-Customer and Eon when the formal steps set out in the Section “HOW TO EXECUTE THIS DPA” above have been fully completed.

List of Schedules

1: Transfer Mechanisms for European Data Transfers Schedule

2: Details of the Processing Schedule

3: Standard Contractual Clauses

SCHEDULE 1 - TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS

1. ADDITIONAL TERMS FOR BCR SERVICES

1.1. Client-Customers Covered by the Eon Processor BCR. The Eon Processor BCR and the additional terms in this Section 1 of this Schedule 1 shall apply to the Processing of Personal Data of a Client-Customer established in (i) European Economic Area member states whose processing activities for the relevant data are governed by the GDPR and/or implementing national legislation; (ii) the United Kingdom; (iii) Switzerland; or (iv) non-European Economic Area member states for which Client-Customer has contractually specified that the GDPR and implementing national legislation shall apply.

1.2. Audits and Certifications for the BCR Services. Upon Client-Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Eon shall make available to Client-Customer that is not a competitor of Eon (or Client-Customer’s independent, third-party auditor that is not a competitor of Eon) information regarding Eon’s compliance with the obligations set forth in this DPA and/or reports for the BCR Services, as described in the relevant Security, Privacy and Architecture Documentation. Client-Customer may contact Eon in accordance with the “Notices” Section of the Agreement to request an on-site audit of the architecture, systems, and procedures relevant to the protection of Personal Data at locations where Personal Data is stored. Client-Customer shall reimburse the Eon for any time expended by the Eon or its third-party Sub-processors for any such on-site audit at the Eon then-current professional services rates, which shall be made available to Client-Customer upon request. Before the commencement of any such on-site audit, Client-Customer and Eon shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Client-Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by the Eon, or its third-party Sub-processors. Client-Customer shall promptly notify Eon with information regarding any non-compliance discovered during the course of an audit.

1.3. Reference to the Eon Processor BCR. All provisions contained in the Eon Processor BCR, the most current version of which is available upon request, are incorporated by reference and are an integral part of this DPA.

 

1.4. Liability. In accordance with the Agreement, Client-Customer shall have the right to enforce the Eon Processor BCR against Eon, including judicial remedies and the right to receive compensation.

 

1.5. Conflict. In the event of any conflict or inconsistency between this DPA and the Eon Processor BCR, the Eon Processor BCR shall prevail.

2. ADDITIONAL TERMS FOR SCC SERVICES

2.1. Client-Customers Covered by the Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Section 3 apply to (i) Client-Customer which 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, (ii) its Authorized Affiliates. For the purpose of the Standard Contractual Clauses and this Section 3, the aforementioned entities shall be deemed “data exporters”.

 

2.2. Instructions. This DPA and the Agreement are Client-Customer’s complete and final documented instructions at the time of signature of the Agreement to Eon for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Client-Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Client-Customer’s Users or Client-Customer’s Vendors in their use of the Platform or Services and (c) Processing to comply with other reasonable documented instructions provided by Client-Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

 

2.3. Appointment of new Sub-processors and List of current Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Client-Customer acknowledges and expressly agrees that (a) Eon’s Affiliates may be retained as Sub-processors; and (b) Eon and Eon’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the SCC Services. Eon shall make available to Client-Customer the current list of Sub-processors in accordance with Section 5.2 of this DPA.

 

2.4. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Client-Customer acknowledges and expressly agrees that Eon may engage new Sub-processors as described in Sections 5.2 and 5.3 of the DPA.

 

2.5. Copies of Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be provided by Eon to Client-Customer pursuant to Clause 5(j) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Eon beforehand; and, that such copies will be provided by Eon, in a manner to be determined in its discretion, only upon request by Client-Customer.

 

2.6. Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications:

Upon Client-Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Eon shall make available to Client-Customer that is not a competitor of Eon (or Client-Customer’s independent, third-party auditor that is not a competitor of Eon) information regarding the Eon Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security, Privacy and Architecture Documentation to the extent Eon makes them generally available to its Client-Customers. Client-Customer may contact Eon in accordance with the “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of Personal Data. Client-Customer shall reimburse Eon for any time expended for any such on-site audit at the Eon Group’s then-current professional services rates, which shall be made available to Client-Customer upon request. Before the commencement of any such on-site audit, Client-Customer and Eon shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Client-Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Eon. Client-Customer shall promptly notify Eon with information regarding any noncompliance discovered during the course of an audit.

 

2.7. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the Standard Contractual Clauses shall be provided by Eon to Client-Customer only upon Client-Customer’s request.

 

2.8. Conflict. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the Standard Contractual Clauses) and the Standard Contractual Clauses in Schedule 3, the Standard Contractual Clauses shall prevail.

SCHEDULE 2 - DETAILS OF THE PROCESSING

Nature and Purpose of Processing

Eon will Process Personal Data as necessary to perform the SCC Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Client-Customer in its use of the Services.

Duration of Processing

Subject to Section 8 of the DPA, Eon will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

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

  • Prospects, Client-Customers, business partners and vendors of Client-Customer (who are natural persons)

  • Employees or contact persons of Client-Customer’s prospects, Client-Customers, business partners and vendors

  • Employees, agents, advisors, freelancers of Client-Customer (who are natural persons)

  • Client-Customer’s Users authorized by Client-Customer to use the Services

Type of Personal Data

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

  • First and last name

  • Contact information (company, email, phone, physical business address)

  • ID data (Client-Customer ID, loyalty program member number)

  • Demographic (age, gender, Income, presence of children, marital status, education, etc.)

  • Localization data

  • Product and Services Purchase history

Special Categories of Data (if appropriate)

Client-Customer may, subject to written approval by Eon and for a legally justifiable business use, submit special categories of Personal Data to the SCC Services, the extent of which is determined and controlled by Client-Customer in its sole discretion, and which is for the sake of clarity Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.  The Client-Customer assumes all responsibility for monitoring that this data is not entered into the Platform and bears all liability for any damages caused by violation of this restriction to any and all parties that may be negatively affected by such a violation.  Eon reserves the right to immediately remove this data without notice unless approved as detailed above.

Restricted Data

Eon does not permit the importation of data that is regulated by HIPAA, FCRA, or other similar legislation into the Platform.  Additionally, credit card information, handles for online payments (such as Venmo and Paypal), and related payment information may not to be imported into the Platform.  The Client-Customer assumes all responsibility for monitoring that this data is not entered into the Platform and bears all liability for any damages caused by violation of this restriction to any and all parties that may be negatively affected by such a violation.  Eon reserves the right to immediately remove this data without notice.

SCHEDULE 3 - STANDARD CONTRACTUAL CLAUSES

Standard Contractual Clauses (processors)

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

Name of the data exporting organization: ____________________________________

Address: ____________________________________

Tel.: ____________________________________

e-mail: ____________________________________

And

Name of the data importing organization:

Eon Group Holdings, Inc.

Address: 400 Park Avenue South, New York, NY 10016, USA

Tel.: + 1 917.596.1514

e-mail: privacy@eongroup.co

each a “party”; together “the parties”,

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

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘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;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘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;

 

(d) ‘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;

 

(e) ‘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;

 

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

Clause 2

Details of the transfer

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

Clause 3

Third-party beneficiary clause

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

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

 

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

 

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

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(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 organizational 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, unauthorized 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 organizational 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 unauthorized access, and

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

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

 

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

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities, unless otherwise specified by relevant legislation.

 

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

Clause 7

Mediation and jurisdiction

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

 

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

 

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

 

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

Clause 8

Cooperation with supervisory authorities

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

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

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

Clause 9

Governing Law

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

 

 

Clause 10

Variation of the contract

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

Clause 11

Sub-processing

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

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

 

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

 

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

Clause 12

Obligation after the termination of personal data processing services

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

 

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

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data Exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

Data Exporter is the legal entity specified in Section 3.1 of Schedule 1 of the DPA.

Data Importer

The data importer is (please specify briefly activities relevant to the transfer):

Eon Group Holdings, Inc. is a provider of circular product identity solutions which processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement.

Data Subjects

The personal data transferred concern the following categories of data subjects (please specify):

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

  • Prospects, Client-Customers, business partners and vendors of Client-Customer (who are natural persons)

  • Employees or contact persons of Client-Customer’s prospects, Client-Customers, business partners and vendors

  • Employees, agents, advisors, freelancers of Client-Customer (who are natural persons)

  • Client-Customer’s Users authorized by Client-Customer to use the Services

Categories of Data

The personal data transferred concern the following categories of data (please specify):

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

  • First and last name

  • Contact information (company, email, phone, physical business address)

  • ID data (Client-Customer ID, loyalty program member number)

  • Demographic (age, gender, Income, presence of children, marital status, education, etc.)

  • Localization data

  • Product and Services Purchase history

Special Categories of Data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Data exporter may, subject to written approval and for a legally justifiable business use only, submit special categories of Personal Data to the SCC Services, the extent of which is determined and controlled by Client-Customer in its sole discretion, and which is for the sake of clarity Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.

Special category data many not be introduced into the platform.

Processing Operations

The personal data transferred will be subject to the following basic processing activities (please specify):

The objective of Processing of Personal Data by data importer is the performance of the SCC Services pursuant to the Agreement.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

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

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the SCC Services, as described in the Security, Privacy and Architecture Documentation applicable to the specific SCC Services purchased by data exporter, and available upon request or otherwise made reasonably available by data importer. Data Importer will not materially decrease the overall security of the SCC Services during a subscription term.

  • icon-social-fb
  • icon-social-tw
  • icon-social-in

Eon Group Holdings Inc.
 

connect@eongroup.co

400 Park Avenue South 

New York, NY 10016

    •          Terms & Conditions       

© 2020 by Eon Group Holdings, Inc. All Rights Reserved