a. This Appointy Data Processing Addendum and its exhibits linked to this document (“DPA”) reflects the agreement with respect to the Processing of Personal Information and forms a legally binding contract between the Business (“Business” or “Controller”) and Appointy (“Appointy” or “Processor”). Processor and Controller are individually referred to as “Party” and collectively as “Parties”.

b. This DPA is being signed on the  on behalf of the Business in connection with their use of the Services provided by Appointy under the Business Terms of Service (also referred to in this DPA as the “Terms of Service” or ‘Service Agreement” or “Agreement”). The Agreement between the Parties requires that the Processor accesses and processes Personal Information. This DPA together with its exhibit(s) specify the obligations of the parties when Appointy acts as a Processor. Definitions used in this Policy.

c. This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, a SaaS Order Form where this is referenced or an executed amendment to the Agreement.

d. The capitalized terms used in this DPA but not defined herein shall have the same meaning as defined in the Agreement and the Privacy Policy. In case of any conflict or inconsistency with the terms of the agreement, this DPA will take precedence over the terms of the agreement to the extent of such conflict or inconsistency

e. If you are using any service as an employee, agent, or contractor of a corporation, partnership or similar entity, then you represent and warrant that you have the authority to sign for and bind such entity in order to accept the terms of this agreement. The rights granted under this agreement are expressly conditioned upon acceptance by such authorized personnel.

a. From time to time, Appointy may modify this DPA Unless otherwise specified by Appointy, changes become effective for Business upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this DPA goes into effect. Appointy will use reasonable efforts to notify the Business of the changes through communications via Business’s Account, email or other means.

b. The “Effective Date” of this DPA is the date which is the earlier of (a) Business’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this DPA.

In consideration of the terms and conditions set forth below, the Parties agree as follows:

a. “Controller“, “Data Subject“, “Personal Data Breach“, “Processor” and “Process” shall have the meaning given to them in the GDPR or other applicable law.

b. “Data Protection Laws” shall mean the data protection laws of the country in which Controller is established, including the GDPR, CCPA, CPRA and any data protection laws applicable to Controller in connection with the Services and the Agreement.

c. “CCPA” means the California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or “CPRA”).

“Consumer”, “Business”, “Sell”, “Service Provider”, and “Share” will have the meanings given to them in the CCPA.

d. “GDPR” shall mean 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 any legislation relating to the processing of personal data effective in the UK and/or Switzerland that is intended to replicate or maintain some or all of the provisions, rights and obligations set out in Regulation (EU) 2016/679, as relevant.

e. “Losses” means all liabilities, including:

a. costs (including legal costs);

b. claims, demands, actions, settlements, charges, procedures, expenses, losses and damages (whether material or non-material, and including for emotional distress);

c. to the extent permitted by applicable law:

i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a data protection authority or any other relevant Regulatory Authority;

ii) compensation to a Data Subject ordered by a data protection authority to be paid by Processor;

iii) the costs of compliance with investigations by a data protection authority or any other relevant Regulatory Authority.

f. “Personal Information” shall mean any information relating to an identified or identifiable natural person as defined by the General Data Protection Regulation of the European Union (“GDPR” EC-2016/679) that is Processed by Processor as part of providing the services to Controller as described in Exhibit 1.

g. “California Personal Information” means Personal Information that is subject to the protection of the CCPA.

h. “Terms of Service” or “Service Agreement” shall mean the Terms of Service available at Business Terms of Service or a master services agreement or SaaS order form executed between the Parties.

i. “Standard Contractual Clauses “ mean the standard contractual clauses set forth in Exhibit 1 for the transfer of Personal Information from a Data Controller in the European Economic Area to Processors established in third countries in the form set out in the Annex of the Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as amended by incorporating the description of the Personal Information to be transferred and the technical and organizational measures to be implemented as set out in the Appendix.

a. The Parties agree that, for Processing Personal Information, the Parties shall be Controller and Processor.

b. Processor shall Process Personal Information only on behalf of Controller and at all times only in accordance with this Data Processing Agreement.

c. Within the scope of the Service Agreement, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.

a. Processor will Process Personal Information in accordance with the Controller’s instructions. This DPA contains Controller’s initial instructions to Processor. The Parties agree that the Controller may communicate any change in its initial instructions to the Processor by way of written notification to the Processor and that the Processor shall abide by such instructions. The Processor shall maintain a secure, complete, accurate and up to date record of all such individual instructions.

b. Business shall be responsible for: (1) giving adequate notice and making all appropriate disclosures to Data Subjects regarding Business’s use and disclosure and Appointy’s Processing of Personal Information; and (2) obtaining all necessary rights, and, where applicable, all appropriate and valid consents to disclose such Personal Information in Business Data to Appointy and to permit the Processing of such Personal Information by Appointy for the purposes of performing its obligations under the Agreement, this DPA, or as may be required by Applicable Data Protection Laws.

c. Business shall notify Appointy of any changes in, or revocation of, the permission to use, disclose, or otherwise Process Personal Information that would impact Appointy’s ability to comply with the Agreement or applicable Data Protection Laws.

d. Regardless of the foregoing prohibitions, the parties agree that Processor may, and Controller instructs Processor to, process Personal Information for the following activities that are necessary to support the Services: detect data security incidents; protect against fraudulent or illegal activity; effectuate repairs; and provide, maintain, or improve the quality of the Services. 

e. For the avoidance of doubt, any instructions that would lead to processing outside the scope of this DPA (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the amendment procedure under the Agreement

f. Where instructed by Controller, Processor shall correct, delete or block Personal Information.

g. Processor shall promptly inform the Controller in writing if, in Processor’s opinion, an instruction infringes Data Protection Laws and provide an explanation of the reasons for its opinion in writing.

h. Processor shall not be liable for any Losses arising from or in connection with any processing made in accordance with Controller’s instructions following Controller’s receipt of any information provided by Processor as per the Agreement or DPA

a. Processor will not disclose Personal Information to any third party (including any government agency, court, or law enforcement) except as set forth in this DPA or with written consent from Controller or as necessary to comply with applicable mandatory laws. If Processor is obliged to disclose Personal Information to a law enforcement agency or third party, Processor agrees to give Controller reasonable notice of the access request prior to granting such access, to allow Controller to seek a protective order or other appropriate remedy. If such notice is legally prohibited, Processor will take reasonable measures to protect the Personal Information from undue disclosure as if it were Processor’s own confidential information being requested and shall inform Controller promptly as soon as possible if and when such legal prohibition ceases to apply.

b. In case Controller receives any request or communication from Data Subjects which relates to the Processing of Personal Information (“Request“), Processor shall provide the Controller with full cooperation, information and assistance (“Assistance“) in relation to any such Request where instructed by Controller.

c. Where Processor receives a Request, Processor shall (i) evaluate the Request from its end and provide a reasonable communication to the Data Subject on the steps they are taking (ii) forward the request to Controller within a reasonable timeframe of identifying the Request as being related to the Controller and (iii) provide Assistance according to further instructions from Controller.

a. The Processor assists the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of Processing and the information available to the Processor.

b. Where a Data Protection Impact Assessment (“DPIA“) is required under applicable Data Protection Laws for the Processing of Personal Information, Processor shall provide upon request Controller with reasonable cooperation and assistance needed to fulfill Business’s obligation to carry out a DPIA related to Business’s use of the Services, to the extent that Business does not otherwise have access to the relevant information and such information is available to Appointy.

c. The Controller shall pay the Processor reasonable charges mutually agreed between the parties for providing the assistance in Section 5, to the extent that such assistance is not reasonably able to be accommodated within the normal provision of the Services.

a. Processor shall, in accordance with Data Protection Laws, make available to Controller on request in a timely manner such information as is necessary to demonstrate compliance by Processor with its obligations under Data Protection Laws.

b. Processor will maintain commercially reasonable internal security controls and auditing procedures to audit its security measures. Upon request, Processor will provide (on a confidential basis) a summary of their previous audit results.

c. While it is the Parties’ intention to rely on the provision of the above audit report(s) to verify the Processor’s compliance with this DPA, Processor will allow an independent auditor (that is not a competitor of Appointy) that the Controller select to conduct audits to verify the Processor’s compliance with our obligations in this DPA Processor will provide reasonable cooperation to Controller or its auditor in connection with such audits and will provide Controller or its auditor, upon request, all information reasonably necessary to demonstrate compliance with the DPA.

d. Controller and Processor will agree in advance on reasonable timing, scope, and security controls applicable to the audit (including restricting access to Appointy trade secrets and data belonging to their other customers). Controller is responsible for any and all costs associated with the audit.

e. Controller agrees not to exercise your audit rights under this section more than once in any rolling 12 month period, except (i) if required by a competent data protection authority under Applicable Data Protection Law; or (ii) after a security incident. If the security incident is caused by the Controller, Processor may charge them a reasonable fee for the audit that they will document in advance.

f. If the Controller provides the Processor with notice of a security deficiency (detected through tests or audits performed under this section or otherwise), Processor will remediate the deficiency as appropriate, within a reasonable timeframe to be agreed upon by the Parties.

g. Processor undertakes to cooperate with Controller in its dealings with national data protection authorities and with any audit requests received from national data protection authorities. Controller shall be entitled to disclose this Data Processing Agreement or any other documents (including contracts with subcontractors) that relate to the performance of its obligations under this DPA (commercial information may be removed).

a. In respect of Business Data security incident ,Processor shall:

i. notify Controller of a Personal Information Breach involving Processor or a subcontractor without undue delay (but in no event later than 72 hours after becoming aware of the incident)

ii. make reasonable efforts to identify the cause of such incident and take those steps as Processor deems necessary and reasonable in order to remediate the cause of the incident to the extent that it is within Appointy’ reasonable control

iii. provide reasonable information, cooperation and assistance to Controller in relation to any action to be taken in response to a Personal Information Breach under Data Protection Laws, including regarding any communication of the Personal Information Breach to Data Subjects and national data protection authorities.

b. The obligations contained in this Section shall not apply to data incidents that are caused by Business or Business’s End Users.

a. Data that Appointy processes for the Business as a Processor may be stored in the EU or outside of the EU depending on the Services.

b. Appointy may also process certain data about Business or its users as a data controller, including in countries outside of the EU, in accordance with Appointy privacy notice available at https://www.appointy.com/appointy-privacy-policy/

c. Where there is international transfer of Personal Information to the Processor in countries which do not ensure an adequate level of data protection the following applies:

i. The Parties enter into Standard Contractual Clauses (Exhibit 1) for the transfer of Personal Information in countries which do not ensure an adequate level of data protection in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals. The Standard Contractual Clauses will apply to Personal Information originating from Controller (who, for the purposes of the Standard Contractual Clauses shall be deemed the “Data Exporter“) that is processed by Processor (who, for the purposes of the Standard Contractual Clauses shall be deemed the “Data Importer“).

ii. If there is any conflict between the Standard Contractual Clauses and this Data Processing Agreement, the Standard Contractual Clauses shall prevail.

d. In the event that the Standard Contractual Clauses cease to be recognized as an appropriate mechanism for the transfer of Personal Information to an entity located outside the EEA, Business shall cooperate with Appointy to identify and implement an alternative.

e. If and as long as the country where Personal Information is transferred to a country which is subject to an Adequacy Decision according Article 45 (3) GDPR, no Standard Contractual Clauses are required. Once the adequacy decision is repealed or suspended, c) and d) shall automatically apply.

a. Consent to Engagement

Controller specifically authorizes Processor to engage third parties as Sub-processors. Processor may engage such Sub-processors as it considers reasonably appropriate of the Processing of Personal Data received from Controller in accordance with the Agreement and this DPA. Whenever the Processor engages a Sub-processor, Processor will enter into a written contract with that Sub-processor which imposes data protection terms that require the Sub-processor to protect Personal Data to an equivalent standard required under this DPA, and Processor shall remain responsible for the Sub-processor’s compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause the Processor to breach any of their obligations under this DPA. The list of Sub-Processors is provided here. 

b. Objections and Sole Remedy

a. Processor shall notify Controller of the addition or replacement of any Sub-processor to the list as provided here. Within fifteen (15) business days of such notice, Controller may object to the appointment of any such Sub-processor on reasonable grounds that must be provided to Appointy  in writing (each, an “Objection”).

b. The Parties agree to work together in good faith to address Customer’s reasonable Objection. If the parties are unable to reasonably resolve the Objection within 30 days of Appointy receiving the objection, Controller may, as their sole remedy and Processor’s sole liability for your Objection, terminate the Agreement for the Controller’s convenience, and without further liability to either Party.

c. Appointy will not owe the Business a refund of any Fees they have paid in the event the Business decides to terminate the Agreement pursuant to this Section.

a. This DPA becomes effective upon Effective Date as defined herein. It shall continue to be in full force and effect as long as Processor is processing Personal Information and shall cease automatically thereafter

b. The Controller may terminate the Data Processing Agreement as well as the Service Agreement for cause, at any time upon reasonable notice or without notice, as selected by Controller, if the Processor is in material breach of the terms of this DPA.

c. Where amendments are required to ensure compliance of this DPA with Data Protection Laws, the Parties shall agree on such amendments upon request of Controller and, for the avoidance of doubt, with no additional costs to Controller. Where the Parties are unable to agree upon such amendments, either Party may terminate the Service Agreement and this DPA with 90 days written notice to the other Party.

a. The limitation of liability stated in the Service Agreement applies to the breach of the DPA.

b. No Party shall receive any remuneration for performing its obligations under this DPA except as explicitly set out herein or in another agreement.

c. Where this DPA requires a “written notice” such notice can also be communicated per email to the other Party. Notices shall be sent to the contact persons set out in the contact details provided by Business during their registration of the Business Account.

d. Any supplementary agreements or amendments to this Data Processing Agreement must be made in writing and agreed upon by both Parties.

e. Should individual provisions of this DPA become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this agreement.

f. If Appointy is processing Personal Information within the scope of the CCPA, Appointy makes the following additional commitments to Business. Appointy will process Business Data and Personal Information on behalf of Business and, not retain, use, or disclose that data for any purpose other than for the purposes set out in the DPA and as permitted under the CCPA, including under any “sale” exemption. In no event will Appointy sell any such data.

a. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country.

b. The Parties:

i. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

ii. the entity in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

iii. have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

c. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

d. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

a. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

b. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

a. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

i. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

ii. Clause 8 –  Clause 8.1(b), 8.9(a), (c), (d) and (e);

iii. Clause 9 – Clause 9(a), (c), (d) and (e);

iv. Clause 12 – Clause 12(a), (d) and (f);

v. Clause 13;

vi. Clause 15.1(c), (d) and (e);

vii. Clause 16(e);

viii. Clause 18 – Clause 18(a) and (b).

b. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

a. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

b. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

c. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

a. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

b. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

c. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

a. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor. The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

b. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

c. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

d. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

e. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

a. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

b. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

c. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

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

b. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

c. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

a. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

b. refer the dispute to the competent courts within the meaning of Clause 18.

d. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

e. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

f. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

a) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.a) Each Party shall be liable to the other Party for any damages it causes the other Party by any breach of these Clauses.

b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub- processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

a. The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose Personal Information is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

b. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

i. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

ii. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (5);

iii. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation . The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by  the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

a. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

b. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

c. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

ii) the data importer is in substantial or persistent breach of these Clauses; or

iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

d. In these cases, it shall inform the competent supervisory authority  of such non- compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

e. For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

f. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State in which the data exporter is established.

b) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

c) The Parties agree to submit themselves to the jurisdiction of such courts.

A. LIST OF PARTIES

Data exporter:

Shall be that of the Business described in the Service Agreement.

Role (controller/processor): Controller

Data importer:

Name: Shall that be of the Contracting Entity as defined in the Agreement

Address:Shall that be of the Contracting Entity as defined in the Agreement

Contact person’s name, position and contact details: Esha Shekhar, Legal Counsel and DPO, available at contact@appointy.com and legal@appointy.com

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Personal Information as defined in the Service Agreement and imported by the controller into the Services.

Frequency of the transfer.

The frequency of the transfer is on a continuous basis for the duration of the Service Agreement.

Nature of the processing

As defined in the Service Agreement.

Purpose(s) of the data transfer and further processing

Appointy will process Personal Information as necessary to provide the Services pursuant to the Terms of Service or Master Service Agreement, as further specified in the Service Order Form, and as further instructed by the Business in use of the  Services.

Personal Information will be retained during the term of the Agreement and in accordance with the Data Retention Period as defined in the Service Agreement.

For transfers to (sub-)processors ANNEX III LIST OF SUB-PROCESSORS applies.

C. COMPETENT SUPERVISORY AUTHORITY

For the purposes of the Standard Contractual Clauses, the supervisory authority that shall act as competent supervisory authority is either (i) where Business is established in an EU Member State, the supervisory authority responsible for ensuring Business’s compliance with the GDPR; (ii) where Business is not established in an EU Member State but falls within the extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority of the EU Member State in which Business’s representative is established; or (iii) where Business is not established in an EU Member State but falls within the extra-territorial scope of the GDPR without having to appoint a representative, the supervisory authority of the EU Member State in which the Data Subjects are predominantly located. In relation to Personal Information that is subject to the UK GDPR or Swiss DPA, the competent supervisory authority is the UK Information Commissioner or the Swiss Federal Data Protection and Information Commissioner (as applicable).