Data Processing Agreement
Cloudcode Pte. Ltd. Registered Address: 105 Cecil Street #15-02 The Octagon Singapore
This EU and UK Data Processing Agreement (“Agreement”) supplements the Terms of Service (the “TOS”) entered into by and between the customer signing this Agreement (“Customer”) and CLOUDCODE (“Company”).
By executing the Agreement, Customer enters into this Agreement on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below).
This Agreement incorporates the terms of the TOS, and any terms not defined in this Agreement shall have the meaning set forth in the TOS.
1. Definitions
“Authorized Sub-Processor” means a third party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this Agreement or the TOS, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this Agreement.
“Customer Account Data” means personal data that relates to Customer’s relationship with Company, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Company may need to collect for managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
“Customer Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including data used to identify the source and destination of communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
“Customer Leads Data” means personal data that Customer provides to Company in connection with the Services or personal data collected by the Customer within the Services, including names, email addresses, phone numbers, and other contact information of Customer’s prospects.
“Data Exporter” means Customer.
“Data Importer” means Company.
“Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended, or replaced.
The terms “Data Subject,” “Personal Data,” “Personal Data Breach,” “processing,” “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
“EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated).
“ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the GDPR.
“ex-UK Transfer” means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
“Profile Data” means Personal Data collected and processed by the Company from public web pages using the Company robot for provision of the Services.
“Services” shall have the meaning set forth in the TOS.
“Standard Contractual Clauses” means the EU SCCs and the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner’s Office dated March 21, 2022.
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this Agreement or the TOS, Company is a processor. Customer instructs the Company to process Personal Data in accordance with this Agreement and is responsible for providing all notices and obtaining all consents, licenses, and legal bases required to allow the Company to process Personal Data. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer shall not provide or make available to Company any Personal Data in violation of the TOS or otherwise inappropriate for the nature of the Services and shall indemnify Company from all claims and losses in connection therewith.
2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the TOS and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Agreement or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by a Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services. These instructions shall always be documented.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Agreement.
2.4 Following completion of the Services, at Customer’s choice, Company shall delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.
2.5 CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the TOS, which constitutes a business purpose. Company shall not sell any such personal information. Company shall not retain, use, or disclose any personal information provided by Customer pursuant to the TOS except as necessary for the specific purpose of performing the Services for Customer pursuant to the TOS, or otherwise as set forth in the TOS or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Company certifies that it understands the restrictions of this Section 2.4.
3. Confidentiality
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the TOS. Customer agrees that Company may disclose Personal Data to its advisers, auditors, or other third parties as reasonably required in connection with the performance of its obligations under this Agreement, the TOS, or the provision of Services to Customer.
4. Authorized Sub-Processors
4.1 Customer acknowledges and agrees that Company may (1) engage the Authorized Sub-Processors on the List (defined below) to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including the processing of Personal Data. By way of this Agreement, Customer provides general written authorization to Company to engage sub-processors as necessary to perform the Services.
4.2 A list of Company’s current Authorized Sub-Processors (the “List”) will be made available to Customer at subprocessors. The List may be updated by Company from time to time. Company will provide a mechanism to subscribe to notifications (which may include but are not limited to email) of new Authorized Sub-Processors at least fourteen (14) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data. Customer may object to such engagement by informing Company in writing within seven (7) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Customer.
4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period, Customer may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company under the TOS.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within seven (7) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this Agreement.
4.5 Company will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this Agreement with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such a written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.
4.6 If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.
4.7 Company shall agree to a third-party beneficiary clause with the Authorized Sub-Processor whereby, in the event that Company has factually disappeared, ceased to exist in law, or has become insolvent, Customer shall have the right to terminate the Authorized Sub-Processor contract and to instruct the Authorized Sub-Processor to erase or return the personal data.
5. Security of Personal Data
5.1 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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context, and purposes of processing and the risks involved for the data subjects. Exhibit B sets forth additional information about the Company's technical and organizational security measures.
6. Transfers of Personal Data
6.1 The parties agree that Company may transfer Personal Data processed under this Agreement outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the European Union; however, Company may engage Sub-Processors based in the United States as listed in clause 4.2, wherein appropriate contractual safeguards will be implemented to ensure compliance with Data Protection Laws. If Company transfers Personal Data protected under this Agreement to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Agreement by this reference) and completed as follows:
6.2.1 Module One (Controller to Controller) of the EU SCCs applies when Company is processing Personal Data as a controller pursuant to Section 9 of this Agreement.
6.2.2 Module Two (Controller to Processor) of the EU SCCs applies when Customer is a controller, and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this Agreement.
6.2.3 Module Three (Processor to Sub-Processor) of the EU SCCs applies when Customer is a processor, and Company is processing Personal Data on behalf of Customer as a sub-processor.
6.3 For each module, where applicable, the following applies:
6.3.1 The optional docking clause in Clause 7 does not apply.
6.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Agreement.
6.3.3 In Clause 11, the optional language does not apply.
6.3.4 All square brackets in Clause 13 are hereby removed. The applicable provisions shall be the one corresponding to the situation of the data exporter described in square brackets.
6.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by French law.
6.3.6 In Clause 18(b), disputes will be resolved before the courts of France.
6.3.7 Exhibit B to this Agreement contains the information required in Annex I of the EU SCCs.
6.3.8 Exhibit C to this Agreement contains the information required in Annex II of the EU SCCs.
6.3.9 By entering into this Agreement, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
6.4 Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the EU SCCs and the International Data Transfer Addendum to the EU SCCs, which are deemed entered into and incorporated into this Agreement by reference, and completed as follows:
6.4.1 References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK.
6.4.2 The International Data Transfer Addendum to the EU SCCs applies when Company processes Customer’s Personal Data as a processor and involves a transfer covered by Chapter V of the UK GDPR.
6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:
6.5.1 The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.
6.5.2 The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.
6.5.3 Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP, and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.
6.5.4 The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
6.6 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
6.6.1 As of the date of this Agreement, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”).
6.6.2 If, after the date of this Agreement, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from the Customer. As part of this effort, Company may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this Agreement should be suspended in light of such Government Agency Requests.
6.6.3 The Data Exporter and Data Importer will meet as needed to consider whether:
(i) the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;
(ii) additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and
(iii) it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.
6.6.4 If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer, and the requirements of the relevant Data Protection Laws.
6.6.5 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Agreement cease to be valid, or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
7. Rights of Data Subjects
7.1 Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject Request in relation to Customer’s data, Company will advise the Data Subject to submit their request to Customer, and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
7.2 Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8. Data Processing Impact Assessments; Audits
8.1 Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.2 Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.3 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this Agreement. Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours.
8.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third-party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
8.5 Company shall immediately notify Customer if an instruction, in Company’s opinion, infringes the Data Protection Laws or Supervisory Authority. The parties shall make the information referred to in Article 8, including the results of any audit, available to the Supervisory Authority on request.
9. Personal Data Breaches
9.1 In the event of a Personal Data Breach, Company shall, without undue delay and no later than 48 hours after having become aware of it, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control). In particular, the notification shall at least:
(i) describe 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;
(ii) communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;
(iii) describe the likely consequences of the personal data breach; describe the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay.
9.2 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
9.3 The obligations described in Sections 9.1 and 9.2 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 9.1 and 9.2 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
10. Company’s Role as a Controller
10.1 The parties acknowledge and agree that with respect to Profile Data, Customer Account Data, and Customer Usage Data, Company is an independent controller, not a joint controller with Customer. Customer obtains Profile Data from Company for its own purpose and use and shall be considered a separate and independent Controller with respect to the Profile Data. Each Party is individually and separately responsible for complying with the obligations that apply to it as a Data Controller under any applicable Data Protection Laws in relation to the Profile Data.
10.2 Company will process Customer Account Data and Customer Usage Data as a Controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing, and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents, and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this Agreement and the TOS. Company may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by Company as a controller shall be in accordance with Company’s privacy policy set forth at https://www.cloudcode.pro/privacy-policy.
11. Conflict
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Agreement; (3) the TOS; and (4) Company’s privacy policy. Any claims brought in connection with this Agreement will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the TOS.
12. Non-compliance with this Agreement and Termination
12.1 Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that Company is in breach of its obligations under the present Agreement, Customer may instruct Company to suspend the processing of personal data until Company complies with this Agreement or the contract is terminated. Company shall promptly inform Customer if it is unable to comply with this Agreement, for whatever reason.
12.2 Customer shall be entitled to terminate this Agreement insofar as it concerns the processing of personal data in accordance with this Agreement if: (1) the processing of personal data by Company has been suspended by the Customer pursuant to point (a) and if compliance with this Agreement is not restored within a reasonable time and in any event within one month following suspension; (2) Company is in substantial or persistent breach of this Agreement or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725; (3) Company fails to comply with a binding decision of a competent court or the competent Supervisory Authority/ies regarding its obligations pursuant to this Agreement or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
12.3 Company shall be entitled to terminate the contract insofar as it concerns processing of personal data under this Agreement where, after having informed Customer that its instructions infringe applicable legal requirements, Customer insists on compliance with the instructions.
12.4 Following termination of the contract, Company shall, at the choice of Customer, delete all personal data processed on behalf of Customer and certify to Customer that it has done so, or return all the personal data to Customer and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, Company shall continue to ensure compliance with this Agreement.
Exhibit A
Details of Processing
Nature and Purpose of Processing Company will process Customer’s Personal Data as necessary to provide the Services under the TOS, for the purposes specified in the TOS and this Agreement, and in accordance with Customer’s instructions as set forth in this Agreement.
Duration of Processing Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the TOS; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Customer Account Data, Customer Leads Data, and Customer Usage Data will be processed and stored as set forth in the Company's Privacy Policy.
Categories of Data Subjects
Customer’s employees, consultants, contractors, and/or agents.
Customer's professional contacts contained in Customer Leads Data.
Categories of Personal Data Company processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer or collected by Company to provide the Services or as otherwise set forth in the TOS or this Agreement. Company also processes Personal Data contained in Customer Leads Data. Categories of Personal Data include names, email addresses, job titles, phone numbers, and other information contained in Customer Leads Data.
Sensitive Data or Special Categories of Data Customers are prohibited from providing sensitive personal data or special categories of data to Company, including any data which discloses the criminal history of any persons.
Exhibit B
The following includes the information required by Annex I and Annex III of the EU SCCs, and Annex 1A and Annex 1B of the International Data Transfer Addendum.
1. The Parties
Data exporter(s)
Name: The party to the Terms of Service with Company or its Affiliate (as applicable).
Address: The Data Exporter’s address.
Contact person’s name, position, and contact details: The name, position, and contact details provided by the Data Exporter.
Activities relevant to the data transferred under these Clauses: As described in Section 2 of the TOS.
Signature and date: By using the Services to transfer Personal Data to the Data Importer, the Data Exporter will be deemed to have signed this Exhibit B.
Role (controller/processor): Controller
Data importer(s)
Name: Company (CLOUDCODE)
Address: 105 Cecil Street #15-02 The Octagon, Singapore
Email: [email protected]
Activities relevant to the data transferred under these Clauses: As described in Section 2 of the TOS.
Signature and date: The data importer will be deemed to have signed this Exhibit B on the transfer of Personal Data by the Data Exporter in connection with the Services.
Role (controller/processor): Processor
2. Description of the Transfer
Data Subjects The data exporter may submit personal data to the data importer through its software, services, systems, products, and/or technologies, the extent of which is determined and controlled by the data exporter in compliance with applicable data protection laws and regulations, and which may include but is not limited to personal data relating to the following categories of data subjects: Data Exporter’s employees, consultants, contractors, and/or agents.
Categories of Personal Data The personal data transferred concern the following categories of data: Any personal data composed of all data and information submitted by Data Exporter to Data Importer’s software, services, systems, products, and/or technologies, which may include name, contact information, and information about use of Company Services.
Special Category Personal Data (if applicable) Data Exporters are prohibited from providing sensitive data or special categories to Company.
Nature of the Processing Company will process Customer’s Personal Data as necessary to provide the Services under the TOS, for the purposes specified in the TOS.
Purposes of Processing To fulfill each party’s obligations under the TOS.
Duration of Processing and Retention (or the criteria to determine such period) During the term of the TOS.
Frequency of the Transfer During the term of the TOS on a periodic basis throughout the day and/or at the discretion of the customer.
Recipients of Personal Data Transferred to the Data Importer Company will maintain a list of Subprocessors at: Subprocessors
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.
Exhibit C
Description of the Technical and Organizational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Annex 2 of the International Data Transfer Addendum.
Measures of pseudonymisation and encryption of personal data
The personal data is encrypted at rest, using the Advanced Encryption Standard (AES) algorithm, AES-256. Backups are either encrypted themselves or on encrypted disks.
Measures for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and services
Company’s customer agreements contain strict confidentiality obligations. Additionally, Company requires every downstream Subprocessor to sign confidentiality provisions that are substantially similar to those contained in Company’s customer agreements.
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
The database is dynamically replicated. The backup databases are stored in a separate infrastructure and encrypted. There are also daily on-site backups.
Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing
Company goes through a yearly security assessment operated by an independent firm. The audit includes an application penetration test, an external penetration test of our external perimeter, and a cloud security review of our cloud environment.
Measures for user identification and authorization
Company has set up strong password requirements and verifies none of the passwords used have leaked. Users sign in with Google that provides security features like multifactor Authentication.
Measures for the protection of data during transmission
Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e., TLS 1.2).
Measures for the protection of data during storage
Encryption-at-rest is automated using Google Cloud’s transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data.
Measures for ensuring physical security of locations at which personal data are processed
All personal data is stored in Google Cloud datacenter in Belgium (eu-west-1). Physical security measures include fences, security patrols, video cameras, thermographic cameras, biometric authentication, access cards, metal detectors, and more.
Measures for ensuring events logging
All HTTP requests are logged into Google Cloud. Monitoring of security logs is managed by the engineering team. Log activities are investigated when necessary and escalated appropriately.
Measures for ensuring system configuration, including default configuration
All production changes are automated through continuous integration and deployment tools to ensure consistent configurations.
Measures for internal IT and IT security governance and management
Company uses a strict policy on Google Cloud Identity and Access Management to ensure administrative access to the infrastructure is limited to people who should have access to it (DevOps/On-call people).
Measures for certification/assurance of processes and products
Company undergoes annual security assessments operated by an independent firm.
Measures for ensuring data minimisation
Company’s Customers unilaterally determine what Customer Personally Identifiable Information (PII) Data they route through the Services. As such, Company operates on a shared responsibility model, giving Customers control over exactly what PII data enters the platform. Company also provides self-service functionality to the Services allowing Customers to delete and suppress PII at their discretion.
Measures for ensuring data quality
All software that is used to process Customer personal data goes through automated tests and a manual peer review before going into production. The data must both fit database schema structure and format validations defined by the application. A QA pipeline is set for critical data, with appropriate alerts if data is altered.
Measures for ensuring limited data retention
Company Customers determine what Customer Data they route through the Services. If a Customer cannot delete Customer PII Data via self-service functionality, Company deletes Customer Data upon written request, within the timeframe specified in the Data Protection Agreement and Applicable Data Protection Law.
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