Data Processing Agreement - For US Customers

Below you will find the Flexera Data Processing Amendment (DPA) Agreement for services offered by Flexera to US customers with EU affiliates.


Please review and sign either the Flexera Data Processing Amendment (DPA) Agreement for services offered by Flexera Software LLC to US customers with EU affiliates. You may also download the DPA if you prefer to print and sign it.

Terms of Data Processing

(hereinafter referred to as "Terms of Data Processing")
by and between

  1. Flexera Software LLC, 300 Park Blvd, Suite 500, Itasca, IL 60143, USA

- hereinafter referred to as "Flexera" -

and

  1. Flexera’s customers being subject to the rules under the European General Data Protection Regulation and/or California Consumer Privacy Act and affiliates of customers who are subject to the GDPR and/or California Consumer Privacy Act and are beneficiaries to the Master Agreement

- hereinafter referred to as "Customer" -

- Flexera and Customer hereinafter referred to as "Parties" and each as "Party" -

PREAMBLE

Flexera is a software manufacturing company which offers license management software as a service ("SaaS") and/or maintenance services, hereinafter altogether called ("Services") in accordance with the Software License and Services Agreement including any related service agreements entered into between the Parties ("Master Agreement"). To the extent that Flexera will process personal data on behalf of Customer and/or Customer’s affiliates ("Customer Personal Data") in the course of providing the Services, the Parties have agreed that it shall do so on the terms of and subject to the conditions of these Terms of Data Processing.  For the avoidance of doubt, Customer Personal Data shall also include data of the Customer and/or affiliates’ customers.

These Terms of Data Processing regulate the data protection obligations of the Parties when processing Customer Personal Data under the Master Agreement and will reasonably ensure that such processing will only be rendered on behalf of and under the Instructions of Customer and in accordance with these Terms of Data Processing and the Applicable Data Protection Laws.

DEFINITIONS

Unless otherwise set out below, each capitalized term in these Terms of Data Processing shall have the meaning set out in the Master Agreement. In these Terms of Data Processing, unless the context requires otherwise:

"Affiliate" means a Customer affiliate who is a beneficiary under the Master Agreement or any purchase order based thereon;
"Applicable Data Protection Laws" means any legislation protecting the fundamental rights and freedoms of persons and their rights to privacy with regard to the processing of personal information, including without limitation the GDPR (and any national legislation implementing or supplementing the GDPR) and the CCPA;
"CCPA" means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., including any amendments and any implementing regulations thereto that become effective on or after the effective date of these Terms of Data Processing;
"CCPA Personal Information" means the personal information (as defined in the CCPA) subject to the CCPA that Flexera processes on behalf of Customer or its Affiliate in connection with the Flexera’s provision of the Services;
"Data Breach" means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data;
"Data Subject" means an identified or identifiable individual or device that is the subject of the processing. For clarity, Data Subjects include "consumers", as that term is defined by the CCPA.
"European State" means any counties in the European Economic Area (consisting of the member states of the European Union together with Iceland, Norway and Liechtenstein) as well as UK and Switzerland;
"GDPR" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council;
"GDPR Personal Data" means the personal data (as defined in the GDPR) that Flexera processes on behalf of the Customer or its Affiliate in connection with Flexera’s provision of the Services if the Customer, respectively, the Affiliate (i) is located in a European State or (ii) processes personal data of Data Subjects who are located in a European State;
"Instruction" means any documented instruction, submitted by Customer to Flexera, directing Flexera to perform a specific action with regard to Personal Data, including but not limited to the rectification, erasure or restriction of processing of personal data. Instructions shall initially be specified in the Master Agreement, in Sec. 3 and Appendix 1 and 2 of the SCC and may, from time to time thereafter, be amended, supplemented or replaced by Customer by separate written or text form instructions, provided that such instructions still fall within the scope of the Services. Instructions issued for the purpose of complying with statutory claims under Applicable Data Processing Laws such as rectification, erasure, restriction or portability of Personal Data fall within the scope of the Services.
"Personal Data" means the GDPR Personal Data and the CCPA Personal Information.
"Sell" shall have the meaning given in the CCPA;
"Standard Contractual Clauses" or "SCC" means the Standard Contractual Clauses (processors) approved by the European Commission Decision C(2010)593 or any subsequent version thereof released by the European Commission ;
"Subprocessor" means any Processor engaged by Flexera who agrees to receive from Flexera any Customer Personal Data;
Terms used but not defined in this Section or in the SCC, including but not limited to "processing", "controller", and "processor" shall have the same meaning as set forth in Art. 4 GDPR. Where the scope of the definitions in Art. 4 GDPR go beyond of what is defined in the SCC, the broader understanding shall apply.
  1. AMENDMENT OF MASTER AGREEMENT

    1.1 These Terms of Data Processing amend and are an integral part of the Master Agreement with respect to any processing of Customer Personal Data provided by Customer or Affiliate. Both Parties shall ensure that they retain a copy of these Terms of Data Processing.
    1.2 Customer is authorized to enter into these Terms of Data Processing on behalf of its Affiliates in which case each Affiliate shall have the same rights and obligations as referred to Customer with the exception of this Sec. 1.2.
    1.3 Sec. 2 through 5 of these Terms of Data Processing shall only apply to the processing of GDPR Personal Data by Flexera on behalf of Customer or Affiliate.
    1.4 Sec. 6 through 8 of these Terms of Data Processing shall only apply to the processing of CCPA Personal Information by Flexera on behalf of Customer or Affiliate.
  1. SPECIFIC PROVISIONS FOR THE PROCESSING OF GDPR PERSONAL DATA

  1. DATA PROCESSING AND STANDARD CONTRACTUAL CLAUSES

    2.1 Customer, respectively its Affiliate, is the controller of GDPR Personal Data and Flexera is the processor of such data, except when Customer or Affiliate acts as a processor of GDPR Personal Data, in which case Flexera is a subprocessor.
    2.2 Any processing operation as described in Sec. 3 shall be subject to these Terms of Data Processing and the SCC as contained in the Exhibit whereby the SCC shall prevail over any conflicting sections in the Master Agreement or these Terms of Data Processing.
    2.3 The Parties agree that the SCC as contained in the Exhibit shall be directly binding between Flexera as Data Importer (as defined therein) and Customer, respectively, each Affiliate located in a European State as Data Exporter (as defined therein) in relation to the Personal Data provided by Customer or such Affiliate.
    2.4 References to various Articles from the Directive 95/46/EC in the SCC will be treated as references to the relevant and appropriate Articles in the GDPR.
  2. SUBJECT MATTER, DURATION, NATURE AND PURPOSE, AND SPECIFICATION OF PROCESSING OPERATIONS

    3.1 The subject matter, duration, nature and purpose of the processing are described in the Master Agreement, Exhibit, Appendix 1 of the SCC and this Sec. 1. Unless provided for otherwise in the Master Agreement, the processing will generally be limited to (i) the storage/processing of certain limited GDPR Personal Data on a server and incidental access to such data when providing the SaaS services pursuant to the Master Agreement, and/or (ii) when rendering maintenance services for on-premise solutions. However, when rendering compliance intelligence services, Customer Personal Data may be accessed by the data success and support team for the purpose of providing the services as agreed in the Master Agreement. All of the aforementioned described processing also includes the use of data for testing for purposes of improving the Customer’s services. When providing on-premise maintenance, there shall be no access to or processing of GDPR Personal Data but incidental access to such data stored on Customer’s premises cannot be excluded. When Flexera cooperates with partners having an own direct customer relationship with their customers and where those partners need access to the data of their customers (all of which is part of the Customer Personal Data) for purposes of assisting with Services, Flexera grants such partners access to such Customer Personal Data to the extent needed for such purposes.
    3.2 The types of GDPR Personal Data and categories of data subjects that may be affected by the processing are listed in Exhibit, Appendix 1.
    3.3 The duration of the processing shall correspond to the duration of these Terms of Data Processing as set forth in Sec. 14.
  3. FLEXERA’S OBLIGATIONS
    4.1 Flexera shall in the course of providing Services, including with regard to transfers of GDPR Personal Data to a third country, process GDPR Personal Data only on behalf of and under the documented Instructions of Customer unless required to do so otherwise by the law of the European Union or a European State; in such a case, Flexera shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest (the corresponding Clause 5 (a) SCC shall remain unaffected);
    4.2 Flexera shall take steps reasonably necessary to ensure that any natural person acting under its authority who has access to GDPR Personal Data does not process such data except on Instructions from Customer, unless otherwise required to do so by the law of the European Union or a European State.
    4.3 Flexera ensures that persons authorized to process the GDPR Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and that the obligation will remain after termination of these Terms of Data Processing.
    4.4 Taking into account the nature of the processing and the information available to Flexera, Flexera shall assist Customer with ensuring compliance with the obligations pursuant to Art. 33 through 36 GDPR (Data Security Breach Notification, Data Protection Impact Assessment, Consultation with Data Protection Supervisory Authorities), in particular by providing information concerning GDPR Personal Data.
    4.5 Flexera will inform Customer of the name and the official contact details of its data protection officer if Flexera is, by Applicable Data Protection Law, required to appoint a data protection officer. If Flexera is not required to appoint a data protection officer, Flexera shall – in its own discretion – name a person responsible for dealing with questions relating to applicable data protection law and data security in the context of performing these Terms of Data Processing.
    4.6 In the case claims based on Art. 82 GDPR are raised against Customer, Flexera shall reasonably support Customer with its defense to the extent the claim arises in connection with the processing of GDPR Personal Data by Flexera in connection with performing the Services to Customer.
    4.7 Flexera will make available to Customer all information necessary to demonstrate compliance with the obligations laid down in these Terms of Data Processing and Art. 28 GDPR.
    4.8 Unless otherwise described in Sec. 11.6, any data processing shall take place in the United States.
    4.9 At Customer’s request, Flexera shall conduct a data protection-compliant destruction of data media and other material provided by Customer. Alternatively, at the request of Customer, Flexera shall provide the data carriers and other material to Customer or store it on Customer’s behalf.
    4.10 Unless the law of the European Union or a European State requires a continued retention of the GDPR Personal Data, Flexera shall, upon completion of the Services in consultation with Customer, either delete or return all Customer Personal Data in its possession to Customer.
  4. ACCESS REQUESTS AND DATA SUBJECT RIGHTS
    5.1 If legally required and Customer is unable to perform the applicable task itself, or if provided so in the services description contained in the Master Agreement, Flexera shall rectify, erase, restrict or transmit GDPR Personal Data upon Customer’s request as soon as possible but at the latest within 30 days upon notice. Any erasure of GDPR Personal Data pursuant to this Sec. 1 shall be executed in such a manner that restoring or recovering such data is rendered reasonably impossible.
    5.2 Without prejudice to the generality of Clause 5(d) of the SCC, if a data subject addresses Flexera with claims for access, rectification, erasure, restriction, objection or data portability, Flexera shall refer the data subject to Customer.
  1. SPECIFIC PROVISIONS FOR THE PROCESSING OF CCPA PERSONAL INFORMATION

  1. CCPA PERSONAL INFORMATION PROCESSING

    6.1 Flexera will act as a "service provider" (as such term is defined in the CCPA) for the processing of CCPA Personal Information in connection with the Services.
  2. CCPA PERSONAL INFORMATION PROCESSING

    7.1 Flexera shall not retain, use or disclose CCPA Personal Information for any other commercial purpose other than for the specific purpose of providing the Services, or as otherwise permitted by the CCPA.
    7.2 Processing CCPA Personal Information outside the scope of what is reasonably expected in order to perform the Services under these Terms of Data Processing or the Master Agreement will require prior written agreement between Customer and Flexera on additional instructions for processing.
  3. FLEXERA’S OBLIGATIONS

    8.1 Flexera shall not disclose, release, transfer, make available or otherwise communicate any CCPA Personal Information to another business or third party without the prior written consent of Customer, unless and to the extent that such disclosure is made to a Subprocessor for a business purpose in accordance with Sec. 11. Notwithstanding the foregoing, nothing in these Terms of Data Processing shall restrict the Flexera’s ability to disclose CCPA Personal Information to comply with applicable laws or as otherwise permitted by the CCPA.
    8.2 Flexera shall not Sell any CCPA Personal Information to another business or third party without the prior written consent of Customer.
    8.3 Flexera shall at all times remain responsible for compliance with its obligations under these Terms of Data Processing with respect to the CCPA and will be liable to Customer for the acts and omissions of any Subprocessor or other third party to whom Flexera has disclosed or permitted to process CCPA Personal Information as if they were the acts and omissions of Flexera.
    8.4 CCPA Data Subject Rights Requests
    8.4.1 On and after the effective date of the CCPA, Flexera shall comply with all applicable requirements of the CCPA, and shall, where possible and at Flexera’s expense, assist Customer with ensuring its compliance under applicable CCPA requirements, and in particular shall provide Customer with the ability to delete, block, access or copy the CCPA Personal Information of a data subject or promptly delete, block, access or copy CCPA Personal Information of a data subject within the Services at Customer’s request.
    8.4.2 Flexera shall promptly notify Customer of any request received by Flexera or any Subprocessor from a data subject in respect of the CCPA Personal Information of the data subject and shall not respond to the data subject.
    8.5 Prior to the effective date of the CCPA, Flexera shall adopt policies, procedures, and controls that enable Flexera to respond, and to cause its agents and employees to respond, promptly to any rights request pursuant to the CCPA, including any disclosure request, deletion request or opt-out request.
    8.6 Unless required or permitted by law to retain the CCPA Personal Information, Flexera shall, upon completion of the Services in consultation with Customer, either delete or return all Customer CCPA Personal Information in its possession to Customer and delete and procure the deletion of all other copies of CCPA Personal Information processed by Flexera or any Subprocessors.
  1. GENERAL PROVISIONS FOR THE PROCESSING OF ALL CUSTOMER PERSONAL DATA

  1. Technical and Organizational Data Security Measures

    9.1 The appropriate technical and organizational data security measures implemented at the date of the signing of these Terms of Data Processing are specified in Exhibit, Appendix 2. The measures specified in Exhibit, Appendix 2 are subject to technical advancements and development (the corresponding Clause 5 (c) SCC shall remain unaffected).
    9.2 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Flexera shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as required by Applicable Data Protection Laws. These measures may include:
    • the pseudonymization or de-identification and encryption of Personal Data;
    • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and
    • the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident.
    9.3 When assessing the appropriate level of security, account shall be taken in particular of the nature, scope, context and purpose of the processing as well as the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
    9.4 If Flexera significantly modifies measures specified in Exhibit, Appendix 2, such modifications have to meet the obligations pursuant to Sec. 9.2 and 9.3. Flexera shall make available to Customer a description of such measures which enables Customer to assess compliance with Applicable Data Protection Laws. By notifying, Flexera grants to Customer the opportunity to object to such modifications within four (4) weeks. Customer shall only be entitled to object to any modification in the case that the modification does not meet the requirements pursuant to Sec. 9.2 and 9.3. If Customer does not object to the modification within the objection period, consent regarding the modifications shall be assumed. In case of an objection, Flexera may suspend the portion of the Service which is affected by the objection of Customer. Customer shall not be entitled to a pro-rata refund of remuneration for the Services, unless Customer can prove that the obligations pursuant to Sec. 9.2 and 9.3 have not been met. Customer shall work towards aligning the approach to object between Customer and Affiliates.
    9.5 Flexera shall implement a data protection management procedure, according to Applicable Data Protection Laws for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures to reasonably ensure the security of the processing. Flexera will further, by way of regular self-audits, reasonably ensure that the processing of Customer Personal Data conforms with the provisions as agreed with Customer or to Customer’s Instructions.
    9.6 Flexera shall, while taking into account the nature of the processing, assist Customer through appropriate technical and organizational measures, with the fulfilment of Customer’s obligations to respond to requests for exercising rights of data subjects in accordance with Applicable Data Protection Laws, in particular by providing information concerning Customer Personal Data.
    9.7 Documentation and Audit Rights
    9.7.1 Upon request and subject to a non-disclosure agreement, Flexera shall provide to Customer a comprehensive documentation of the technical and organizational data security measures in accordance with industry standards. The effectiveness of Flexera’s technical and organizational security measures will be audited by an independent third-party on an annual basis, in an SSAE16 SOC 2 Type II audit or equivalent. In addition, Flexera may, in its discretion, provide data protection compliance certifications issued by a commonly accepted certification issuer which has been audited by a data security expert, by a publicly certified auditing company or by another customer of Flexera.
    9.7.2 If Customer has justifiable reason to believe that Flexera is not complying with the terms and conditions under these Terms of Data Processing, in particular with the obligation to implement and maintain the agreed technical and organizational data security measures, and only once per year (unless there are specific indications that require a more frequent inspection), Customer is, subject to a non-disclosure agreement, entitled to audit Flexera (the corresponding Clause 5 (f) SCC shall remain unaffected, as may be applicable). This audit right can be exercised by (i) requesting additional information, (ii) accessing the databases which process Customer Personal Data or (iii) by inspecting Flexera's working premises whereby in each case no access to Personal Data of other customers or Flexera’s confidential information will be granted. Alternatively, Customer may also engage third party auditors to perform such tasks on its behalf in accordance with Sec. 9.7.4. The costs associated with such audits and/or for providing additional information shall be borne by Customer unless such audit reveals Flexera’s material breach with these Terms of Data Processing.
    9.7.3 If Customer intends to conduct an audit at Flexera’s working premises, Customer shall give reasonable notice to Flexera and agree with Flexera on the time and duration of the audit. In the case of a special legitimate interest, such audit can also be conducted without prior notice. Inspections shall be made during regular business hours and in such a way that business operations are not disturbed. At least one employee of Flexera may accompany the auditors at any time. Flexera may memorialize the results of the audit which shall be confirmed by Customer.
    9.7.4 Customer may not appoint a third party as auditor who (i) Flexera reasonably considers to be in a competitive relationship to Flexera or (ii) is, as provided in Clause 5 (f) SCC (as may be applicable), not sufficiently qualified to conduct such an audit, or (iii) is not independent. Any such third-party auditor shall only be engaged if the auditor is bound by a non-disclosure agreement in favor of Flexera prior to conducting any audit or is bound by statutory confidentiality obligations.
    9.8 Notification Duties
    9.8.1 Flexera shall promptly notify the Customer of any request for the disclosure of any Customer Personal Data by a governmental or regulatory body or law enforcement authority (including any Supervisory Authority) unless otherwise prohibited by applicable law or a legally binding order of such body or agency.
    9.8.2 As applicable to GDPR Personal Data, Flexera shall inform Customer without undue delay in text form (e.g., letter, fax or email, "Text Form") of the events listed in Clause 5 (d) SCC and the following events:
    • Requests from third parties including such from a data protection supervisory authority regarding Customer Personal Data, in which case it is permitted to inform the third party of the name of Customer and the fact that it has forwarded the request to Customer;
    • Threats to Customer Personal Data in possession of Flexera by garnishment, confiscation, insolvency and settlement proceedings or other incidents or measures by third parties. In such case, Flexera shall immediately inform the respective responsible person/entity that Customer holds the sovereignty and ownership of the Personal Data.
    • The corresponding Clauses 5 (b) and (d) SCC shall remain unaffected.
    9.8.3 For the purposes of complying with Clause 5 (d) SCC and for enabling Customer to comply with its own Data Breach notification obligations under Applicable Data Protection Laws, Flexera shall notify Customer without undue delay after becoming aware of a Personal Data Breach. Such notice will, if possible, include the following information:
    • a description of the nature of the Personal Data Breach including where possible, the categories and approximate number of data subjects concerned, and the categories and approximate number of Personal Data records concerned;
    • a description of the measures taken or proposed to be taken by Flexera and/or Customer to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects; and
    • any further information which is available and known to Flexera and (i) that is necessary for Customer to comply with Customer’s notification obligations and (ii) which Customer does not otherwise have access to.
    9.8.4 Flexera shall inform Customer immediately if, from its point of view, an Instruction of Customer may lead to a violation of the Applicable Data Protection Laws. Until Customer either confirms or alternates the Instruction, Flexera may refuse to comply with the Instruction issued.
  2. CUSTOMER’S OBLIGATIONS

    10.1 Customer shall provide all Instructions pursuant to these Terms of Data Processing to Flexera in Text Form or verbally (the corresponding Clause 4 (b) SCC shall remain unaffected). Verbal Instructions shall be confirmed immediately in Text Form thereafter.
    10.2 Customer shall notify Flexera in Text Form of the names of the persons who are entitled to issue Instructions to Flexera. Any consequential costs incurred resulting from Customer’s failure to comply with the preceding sentence shall be borne by Customer. In any event, the managing directors and personnel/human resource management of Customer are entitled to issue Instructions.
    10.3 Where required by Applicable Data Protection Laws, Customer will ensure that it has obtained and will obtain all necessary consents, and has given and will give all necessary notices, for the processing of Personal Data by Flexera in accordance with the Master Agreement and these Terms of Data Processing.
    10.4 Customer shall inform Flexera immediately if processing by Flexera might lead to a violation of Applicable Data Protection Laws.
    10.5 In the case claims based on Art. 82 GDPR are raised against Flexera in connection with the processing of GDPR Personal Data, Customer shall reasonably support Flexera with its defense to the extent the claim arises in connection with the processing of Personal Data by Flexera in connection with performing the Services to Customer or Affiliate.
    10.6 Customer shall name a person responsible for dealing with questions relating to applicable data protection law and data security in the context of performing these Terms of Data Processing.
  3. SUBPROCESSING

    11.1 Flexera may engage third parties to perform the agreed processing activities under these Terms of Data Processing ("Subcontractor") subject to the requirements pursuant to this Sec. 11.
    11.2 Any Subcontractor is obliged before initiating the processing, to commit itself in writing for the benefit of Customer and its Affiliates to comply with the same data protection obligations as the ones under these Terms of Data Processing (or - in connection with GDPR Personal Data - legal act within the meaning of Art. 28 para 3, 4 and 6 GDPR) unless explicitly agreed otherwise. The agreement with the Subcontractor must provide at least the level of data protection required by these Terms of Data Processing. Where the Subcontractor fails to fulfil its data protection obligations, Flexera shall remain fully liable to Customer for the performance of the Subcontractor’s obligations (in connection with GDPR Personal Data, the corresponding Clause 11 SCC shall remain unaffected).
    11.3 Any Subcontractor must in particular agree to comply with the agreed technical and organizational security measures in accordance with Sec. 2 and 9.3 herein and provide Flexera, with a list of the implemented technical and organizational measures, which upon request by Customer will also be made available to Customer. Subcontractor’s measures may differ from the ones agreed between Customer and Flexera but shall not fall below the level of data security as provided by the measures of Flexera.
    11.4 Where a Subcontractor refuses to be bound by the same data protection obligations as the ones under these Terms of Data Processing, Customer may consent thereto, whereby such consent shall not be unreasonably withheld.
    11.5 Flexera will inform Customer in Text Form of any intended engagement of a Subcontractor. Alternatively, Flexera may provide a website or provide another notice that lists all Subcontractors to access Personal Data of its Customer as well as the limited or ancillary services they provide. At least two (2) weeks before authorizing any new Subcontractor to access Personal Data, Flexera will notify Customer thereof and, if applicable, update its website. By notifying, Flexera grants to Customer the opportunity to object to such change within two (2) weeks. If Customer does not object to the engagement within the objection period, consent regarding the engagement shall be assumed. Upon Customer’s request, Flexera will provide all information necessary to demonstrate that the Subcontractor will meet all requirements pursuant to Sec. 11.3. In the case Customer objects to the subprocessing, Flexera can choose to either not engage the Subcontractor or to terminate the Master Agreement with two (2) months prior written notice. Until the termination of the Master Agreement, Flexera may suspend the portion of the Services which is affected by the objection of Customer. Customer shall not be entitled to a pro-rata refund of the remuneration for the Services, unless the objection is based on justified reasons of incompliance with Applicable Data Protection Laws. Customer shall work towards aligning the approach to object between Customer and Affiliates.
    11.6 Subject to Flexera complying with the obligations under these Terms of Data Processing, Customer herewith agrees also on behalf of its Affiliates to the following Subcontractors:

    For Software Monetization Services:

    • Akamai International B.V. Prins Bernhardplein 200, JB Amsterdam 1097, The Netherlands, provides our content delivery network services.
    • Akamai Technologies Inc. 150 Broadway, Cambridge, MA 02142, USA, provides our content delivery network services.
    • Flexera Software Limited, Malvern House, 14-18 Bell Street, Berkshire, SL6 1BR, United Kingdom, provides professional and maintenance services for our customers.

    For Software Licensing Optimization:

    • Flexera Software Limited, Malvern House, 14-18 Bell Street, Berkshire, SL6 1BR, United Kingdom, provides professional and maintenance services for our customers;
    • GoodData Corporation, 660 3rd Street Suite 101, San Francisco, CA 94107, USA, conducts analytic services. For any transfer we rely on data processing agreements containing the Standard Contractual Clauses for Processors.

    For Data Platform Services:

    • GoodData Corporation, 660 3rd Street Suite 101, San Francisco, CA 94107, USA, for providing data platform services. For any transfer we rely on data processing agreements containing the Standard Contractual Clauses for Processors.

    For Software Vulnerability Management:

    • Secunia ApS, Mikado House, Rued Langgaards Vej 8, 4th floor, Copenhagen, S DK-2300, Denmark, is mainly in charge of implementing IT security solutions and rendering support and maintenance services for Flexera.
    • Flexera Software Limited, Malvern House, 14-18 Bell Street, Berkshire, SL6 1BR, United Kingdom, provides professional and maintenance services for our customers.

    For Cloud Delivery Services:

    • RightScale, Inc. 402 E. Gutierrez Street, Santa Barbara, CA 93101, USA. For any transfer we rely on an Intra-Group-Data-Processing-Agreement which includes the Standard Contractual Clauses for Processors.

    For SaaS Services:

    • Intercom, Inc. 55 2nd Street, 4th Fl., San Francisco, CA 94105, USA. For any transfer we rely on data processing agreements containing the Standard Contractual Clauses for Processors.

    For Compliance and Usage Intelligence Services:

    • Revulytics Inc., 130 Turner Street, Building 2, Suite 212, Waltham, Massachusetts 02453. For any transfer we rely on an Intra-Group-Data-Processing-Agreement which includes the Standard Contractual Clauses for Processors.
    • Infinit-O Global, Limited, 24/F Pacific Star Building, Sen. Gil Puyat corner Makati Avenue, Makati, 1200 Metro Manila. For any transfer we rely on data processing agreements containing the Standard Contractual Clauses for Processors.

    For Hosting Services:

    • Amazon Web Services, Inc., 410 Terry Avenue North, Seattle WA 98109, USA. For any transfer we rely on data processing agreements containing the Standard Contractual Clauses for Processors.

    For Maintenance:

    • Flexera Software Limited, Malvern House, 14-18 Bell Street, Berkshire, SL6 1BR, United Kingdom, provides maintenance services for our customers.

    For Professional Services:

    • Flexera Software GmbH, Paul-Dessau-Straße, 822761 Hamburg, Germany, providing professional services.
    11.7 Upon Customer’s request, Flexera shall provide Customer with information on relevant data protection obligations of Subcontractor, which shall include, but not be limited to, granting necessary access to the relevant contractual documents.
    11.8 Flexera shall audit its Subcontractor on a regular basis and will, upon Customer’s request, confirm their compliance with data protection law and the obligations set upon the Subcontractor according to the data processing agreement concluded with them. Only in the case of justified reasons, Customer shall issue Instructions to Flexera to conduct further audits that Flexera will conduct to the extent permissible.
  4. LIABILITY

    12.1 Customer and Flexera shall be each liable for damages of affected data subjects according to Applicable Data Protection Laws, specifically Art. 82 GDPR for GDPR Personal Data (external liability).
    12.2 Either Party shall be entitled to claim back from the other Party, Flexera or Customer, that part of the compensation corresponding to the other Party’s part of responsibility for the damage (internal liability).
    12.3 As regards the internal liability and without any effect as regards the external liability towards data subjects, the Parties agree that notwithstanding anything contained hereunder, when providing the Services, Flexera’s liability for breach of any terms and conditions under these Terms of Data Processing shall be subject to the liability limitations agreed in the Master Agreement.
    12.4 No Affiliate shall become beneficiary of these Terms of Data Processing without being bound by these Terms of Data Processing and without accepting this liability limitation.
    12.5 Customer will indemnify Flexera against any losses that exceed the liability limitations in the Master Agreement suffered by Flexera in connection with any claims of Affiliates or data subjects who claim rights based on alleged violation of Applicable Data Protection Laws or these Terms of Data Processing, including the SCC as contained in Exhibit (as applicable).
  5. COSTS FOR ADDITIONAL SERVICES

    If Customer’s Instructions lead to a change from or increase of the agreed Services or in the case of Flexera’s compliance with its obligations to assist Customer with Customer’s own statutory obligations, in particular in connection with data subject’s rights requests, Flexera is entitled to charge reasonable fees for such tasks which are based on the prices agreed for rendering the Services and/or notified to Customer in advance.


  6. CONTRACT PERIOD

  7. The duration of these Terms of Data Processing coincides with the duration of the Master Agreement. It commences and terminates with the provision of the Services under the Master Agreement, unless otherwise stipulated in the provisions of these Terms of Data Processing.


  8. MODIFICATIONS

  9. Flexera may modify or supplement these Terms of Data Processing, with notice to Customer, (i) if required to do so by a supervisory authority or other government or regulatory entity, (ii) if necessary to comply with Applicable Data Protection Laws, (iii) to implement standard contractual clauses laid down by the European Commission (as may be applicable) or (iv) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 of the GDPR or the Applicable Data Protection Laws. Customer shall notify Flexera if it does not agree to a modification, in which case Flexera may terminate these Terms of Data Processing and the Master Agreement with two (2) weeks' prior written notice, whereby in the case of an objection not based on incompliance of the modifications with applicable data protection law, Flexera shall remain entitled to claim its agreed remuneration until the term end.


  10. WRITTEN FORM

  11. Any side agreements to these Terms of Data Processing as well as changes and amendments of these Terms of Data Processing or the Services hereunder, including this Sec. 16, shall be in writing.


  12. CHOICE OF LAW

  13. These Terms of Data Processing are governed by, and shall be interpreted in accordance with, the laws of the place of establishment of Customer, to the extent not otherwise provided by Clause 7 SCC.


  14. MISCELLANEOUS

    18.1 With respect to any issues arising of or in connection with the processing of Personal Data, these Terms of Data Processing shall prevail over all other agreements between the Parties.
    18.2 In the event a clause under the Master Agreement has been found to violate the GDPR, the CCPA, or any other Applicable Data Protection Laws, the Parties will mutually agree on modifications to the Master Agreement to the extent necessary to ensure data privacy-law compliant processing.

Exhibit – Standard Contractual Clauses for Processors

Standard Contractual Clauses for 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.

Customer and/or each of the Affiliates are hereinafter referred to as the "Data Exporter" with respect to the personal data provided by the respective Data Exporter.

Flexera is hereinafter referred to as the "Data Importer".

The Data Exporter(s) and the Data Importer, each a "party" and collectively "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 'Subprocessor' means any processor engaged by the Data Importer or by any other subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor 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 Subprocessor 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 Subprocessor 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 Subprocessor 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 subprocessing 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 subprocessing, the processing activity is carried out in accordance with Clause 11 by a Subprocessor 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 subprocessing, 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 subprocessing, it has previously informed the Data Exporter and obtained its prior written consent;
(i) that the processing services by the Subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor 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 Subprocessor, 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 Subprocessor 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 Subprocessor of its obligations in order to avoid its own liabilities.
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 Subprocessor 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 Subprocessor agrees that the data subject may issue a claim against the data Subprocessor 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 Subprocessor 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 Subprocessor, 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 Subprocessor preventing the conduct of an audit of the Data Importer, or any Subprocessor, 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

Subprocessing

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 Subprocessor which imposes the same obligations on the Subprocessor as are imposed on the Data Importer under the Clauses (This requirement may be satisfied by the Subprocessor co-signing the contract entered into between the Data Exporter and the Data Importer which is based on the terms and conditions of this Agreement.). Where the Subprocessor 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 Subprocessor's obligations under such agreement.
2. The prior written contract between the Data Importer and the Subprocessor 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 Subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing 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 subprocessing 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 Subprocessor 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 Subprocessor 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

Data Exporter

The Data Exporters are users of Flexera’s products as defined in the Master Agreement.

Data Importer

The Data Importer is a software company which offers Flexera’s Monetization and Security solutions help software sellers transform their business models, grow recurring revenues and minimize open source risk. Flexera’s Vulnerability and Software Asset Management (SAM) solutions strip waste and unpredictability out of procuring software, helping companies buy only the software and cloud services they need, manage what they have, and reduce compliance and security risk. While many of the services are provided SaaS, some software solutions are on-premise with maintenance services provided.

Data subjects

The Data Exporter’s employees, contractors, agents etc. and the employees of Data Exporter’s contractors, agents, etc. as well as Data Exporter’s customers’ employees, and the employees of their contractors, agents, etc.

When rendering maintenance services: Any kind of personal data which is stored on Customer’s premises.

Categories of data

Names, usernames, user IDs, business/personal addresses, phone numbers, departments, email addresses, and IP addresses, computer or device names, Ethernet MAC Addresses, host names, calculated users, account names, serial numbers, virtual Machine UUIDs, hardware dongleIDs, time zones, active directory names, FQDNs, Wi-Fi SSIDs, geolocation data.

When rendering maintenance services: Any kind of data subjects.

Special categories of data (if appropriate)

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

None.

Processing operations

The data listed above is processed solely to provide the Software as a Service (SaaS) and/or maintenance services as more fully described in the Master Agreement. Specifically, generally the processing will be limited to (i) the storage/processing of certain limited Customer Personal Data on a server and incidental access to such data when providing the SaaS services pursuant to the Master Agreement and/or (ii) incidental access to such certain limited Customer Personal Data stored on Data Exporter’s servers when rendering maintenance services for on premise solutions pursuant to the Master Agreement. However, rendering compliance intelligence services, Customer Personal Data may be accessed by the data success and support team for the purpose of providing the services as agreed in the Master Agreement. All of the aforementioned described processing also includes the use of data for testing for purposes of improving the Customer’s services. When providing on-premise maintenance, there shall be no access to or processing of Customer Personal Data but incidental access to such data stored on Customer’s premises cannot be excluded.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

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):

Sub-Processors will be bound to adhere to similar but not necessarily identical organizational security measures which, however, shall not fall below the level of data security as agreed herein. Any organizational security measures are subject to change of technical standards and can be adopted. If so requested, Data Importer will provide Data Exporter with a description of the then current measures.

1. Pseudonymization and Encryption, Art. 32 para 1 point a GDPR
Pseudonymization contains measures that enable one to process personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that this additional information is stored separately, and is subject to appropriate technical and organizational measures. Encryption contains measures that enable one to convert clearly legible information into an illegible string by means of a cryptographic process.
2. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, Art. 32 para 1 point b GDPR
Confidentiality and integrity is ensured by the secure processing of personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage.
2.1 Confidentiality
2.1.1 Physical access control

Measures that prevent unauthorized persons from gaining access to data processing systems with which personal data are processed or used.

  • Physical access control systems
  • Definition of authorizes persons and Management and documentation of individual authorizations
  • Regulation of Visitors and external staff
  • Monitoring of all facilities housing IT systems
  • Logging of physical access
2.1.2 System/Electronic access control

Measures that prevent data processing systems from being used without authorization.

  • User Authentication by simple authentication methods (using username/password)
  • Secure transmission of credentials using networks (using TSL and SSL)
  • Automatic account locking
  • Guidelines for Handling of passwords
  • Definition of authorized persons
  • Managing means of authentication
  • Access control to infrastructure that is hosted by cloud service provider
2.1.3 Internal Access Control

Measures that ensure that persons entitled to use a data processing system have access only to the data to which they have a right of access, and that personal data cannot be read, copied, modified or removed without authorization in the course of processing or use and after storage.

  • Automatic and manual locking
  • Access right management
  • Access right management including authorization concept, implementation of access restrictions, implementation of the "need-to-know" principle, managing of individual access rights.
2.1.4 Isolation/Separation Control

Measures to ensure that data collected for different purposes can be processed (storage, amendment, deletion, transmission) separately.

  • Network separation
  • Segregation of responsibilities and duties
  • Document procedures and applications for the separation
2.1.5 Job Control

Measures that ensure that, in the case of commissioned processing of personal data, the data are processed strictly corresponding the instructions of the principal.

  • Training and confidentiality agreements for internal staff and external staff
2.2 Integrity
2.2.1 Data transmission control

Measures ensure that personal data cannot be read, copied, modified or removed without authorization during electronic transmission or transport, and that it is possible to check and establish to which bodies the transfer of personal data by means of data transmission facilities is envisaged.

  • Secure transmission between client and server and to external systems by using industry-standard encryption
  • Secure network interconnections ensured by Firewalls etc.
  • Logging of transmissions of data from IT system that stores or processes personal data
2.2.2 Data input control

Measures that ensure that it is possible to check and establish whether and by whom personal data have been input into data processing systems, modified or removed.

  • Logging authentication and monitored logical system access
  • Logging of data access including, but not limited to access, modification, entry and deletion of data
  • Documentation of data entry rights and partially logging security related entries.
2.3 Availability and Resilience of Processing Systems and Services

Availability includes measures that ensure that personal data is protected from accidental destruction or loss due to internal or external influences. Resilience of processing systems and services includes measures that ensure the ability to withstand attacks or to quickly restore systems to working order after an attack.

  • Tape-media based backup solution
  • Implementation of transport policies
  • Backup Concept
  • Protection of stored backup media
3. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident, Art. 32 para 1 point c GDPR

Organizational measures that ensure the possibility to quickly restore the system or data in the event of a physical or technical incident.

  • Continuity planning (Recovery Time Objective)
4. A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing, Art. 32 para 1 point d GDPR

Organizational measures that ensure the regular review and assessment of technical and organizational measures.

  • Testing of emergency equipment
  • Documentation of interfaces and personal data fields
  • Internal assessments