EFFECTIVE SOFTWARE DATA PROCESSING ADDENDUM

INTRODUCTION

This Data Processing Agreement (the “DPA”), entered into by the Effective Software customer identified on the applicable Effective Software ordering document for Effective Software services (“Customer”) and the BCD company identified on the ordering document (“Effective Software”), governs the processing of personal data that Customer uploads or otherwise provides Effective Software in connection with the services and the processing of any personal data that Effective Software uploads or otherwise provides to Customer in connection with the services.

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This DPA is incorporated into the relevant Effective Software Service Subscription agreement attached to or incorporated by reference into the ordering document previously executed by Customer, referred to generically in this DPA as the “Effective Software Contract”. Collectively, the DPA (including the SCCs, as defined herein), the Effective Software Contract, and the applicable ordering documents are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) the SCCs; (b) this DPA; (c) the Effective Software Contract; and (d) the applicable ordering document to the Effective Software Contract. Except as specifically amended in this DPA, the Effective Software Contract and applicable ordering document remain unchanged and in full force and effect.

1. DEFINITIONS

“Customer Personal Data” means Personal Data (i) that Customer uploads or otherwise provides Effective Software in connection with its use of Effective Software’s services or (ii) for which Customer is otherwise a data controller.

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“Data Controller” means Customer.

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“Data Processor” means Effective Software.

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“Data Protection Requirements” means the Directive, the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.

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“Directive” means the EU Data Protection Directive 95/46/EC (as amended).

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“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the Directive, the General Data Protection Regulation and Local Data Protection Laws.

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“General Data Protection Regulation” means the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

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“Local Data Protection Laws” means any subordinate legislation and regulation implementing the Directive or the General Data Protection Regulation which may apply to the Agreement.

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“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.

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“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data.

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“Privacy Laws” means all applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.

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

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“SCCs” means the Standard Contractual Clauses as defined by the EU (SCCs)

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“Subprocessor” means any entity which provides processing services to Effective Software in furtherance of Effective Software’s processing on behalf of Customer.

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“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.

2. NATURE OF DATA PROCESSING

Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. CUSTOMER OBLIGATIONS

Customer agrees to:

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4.1    Provide instructions to Effective Software and determine the purposes and general means of Effective Software’s processing of Customer Personal Data in accordance with the Agreement; and

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4.2    Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by: (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer; (b) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and (c) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.

5. EFFECTIVE SOFTWARE OBLIGATIONS

5.1 Processing Requirements. Effective Software will:

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a. Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Effective Software’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. Effective Software will not use or process the Customer Personal Data for any other purpose. Effective Software will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5-8 of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;

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b. Inform Customer promptly if, in Effective Software’s opinion, an instruction from Customer violates applicable Data Protection Requirements;

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c. If Effective Software is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);

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d. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Effective Software’s behalf comply with the terms of the Agreement;

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e. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;

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f. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) exclusive of the list of Subprocessors Effective Software maintains online (currently available at https://www.effective-software.com/customer-subprocessors), inform the Customer of plans for such subcontracting 30 days in advance of using the sub processor; (ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on Effective Software’s instructions; and (iii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein;

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g. Upon request, provide Customer with a summary of Effective Software’s privacy and security policies; and

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h. Inform Customer if Effective Software undertakes an independent security review.

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5.2 Notice to Customer. Effective Software will inform Customer if Effective Software becomes aware of:

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a. Any non-compliance by Effective Software or its employees with Sections 5-8 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA;

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b. Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Effective Software is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;

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c. Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or

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d. Any complaint or request (in particular, requests for access to, rectification or blocking of Customer Personal Data) received directly from data subjects of Customer. Effective Software will not respond to any such request without Customer’s prior written authorization.

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5.3 Assistance to Customer. Effective Software will provide reasonable assistance to Customer regarding:

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a. Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Effective Software processes for Customer. In the event that a data subject sends such a request directly to Effective Software, Effective Software will promptly send such request to Customer;

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b. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer’s data subjects regarding such Personal Data Breaches; and

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c. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

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5.4 Required Processing. If Effective Software is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, Effective Software will inform Customer of this requirement in advance of any processing, unless Effective Software is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

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5.5 Security. Effective Software will:

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a. Maintain appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit) to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;

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b. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Effective Software personnel with respect to Customer Personal Data and liable for any failure by such Effective Software personnel to meet the terms of this DPA;

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c. Take reasonable steps to confirm that all Effective Software personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and

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d. Notify Customer of any Personal Data Breach by Effective Software, its Subprocessors, or any other third-parties acting on Effective Software’s behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.

6. AUDIT, CERTIFICATION

6.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which Effective Software processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Effective Software will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Effective Software expends for any such audit, in addition to the rates for services performed by Effective Software.

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6.2 Certification. Effective Software will, upon Customer’s request (not to exceed one request per calendar year) by email to DPO@effective-software.com, certify compliance with Sections 5-8 of this DPA in writing.

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6.3 Inspection. The Customer, or suitably qualified representatives appointed by the customer, shall be entitled to inspect, test and audit Effective Software’s compliance with the terms of this DPA. Such an inspection will take place during regular business hours, with reasonable advance notice to Effective Software and subject to reasonable confidentiality procedures. Before the commencement of any such audit, Customer and Effective Software shall mutually agree upon the scope, timing, and duration of the audit. In the event of a suitably qualified representative being appointed, Effective Software shall have the right to approve the representative as suitably qualified. Customer shall promptly notify Effective Software with information regarding any non-compliance discovered during the course of an audit. Customer may not audit Effective Software more than once annually. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Effective Software expends for any such audit, in addition to the rates for services performed by Effective Software.

7. DATA TRANSFERS

For transfers of EU Personal Data to Effective Software for processing by Effective Software in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, Effective Software agrees it will (a) provide at least the same level of privacy protection for EU Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks; or (b) use the form of the Controller-to-Processor SCCs available and approved by the EU. If data transfers under Section 7 of this DPA rely on Controller-to-Processor SCCs to enable the lawful transfer of EU Personal Data, as set forth in the preceding sentence, the parties agree that data subjects for whom a Effective Software entity processes EU Personal Data are third-party beneficiaries under the Controller-to-Processor SCCs. If Effective Software is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU country requires the prior written consent of Customer. Effective Software shall promptly notify Customer of any inability by Effective Software to comply with the provisions of this Section 7.

8. DATA RETURN AND DELETION

The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Effective Software shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Effective Software from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Effective Software agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.

9. TERM

This DPA shall remain in effect as long as Effective Software carries out Personal Data processing operations on behalf of Customer or until the termination of the Effective Software Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).

10. GOVERNING LAW, JURISDICTION, AND VENUE

Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of Ireland, and any action or proceeding related to this DPA (including those arising from non contractual disputes or claims) will be brought in Dublin, Ireland.