LeaseAccelerator GDPR Data Processing Addendum

LeaseAccelerator GDPR Data Processing Addendum

Effective Date: 1 February 2021

This Data Processing Addendum (“DPA”) supplements the LeaseAccelerator Customer Agreement as updated from time to time between Customer and LeaseAccelerator, or other agreement between Customer and LeaseAccelerator governing Customer’s use of the Service Offerings (the “Agreement”) when the GDPR applies to your use of the LeaseAccelerator Services to process Customer Data. This DPA is an agreement between you and the entity you represent (“Customer”, “you” or “your”) and the applicable contracting entity under the Agreement (“LeaseAccelerator”). Unless otherwise defined in this DPA or in the Agreement, all capitalised terms used in this DPA will have the meanings given to them in Section 17 of this DPA.

 

1. Data Processing.

1.1 Scope and Roles. This DPA applies when Customer Data is processed by LeaseAccelerator. In this context, LeaseAccelerator will act as “processor” to Customer who may act either as “controller” or “processor” with respect to Customer Data (as each term is defined in the GDPR).

1.2 Details of Data Processing. The details of processing, including subject matter, purpose of processing, nature of processing, categories of data subjects and type of Customer Data are described in Appendix 1 to the Standard Contractual Clauses attached as Annex 2.

1.3 Compliance with LeaseAccelerator. Each party will comply with all LeaseAccelerator, rules and regulations applicable to it and binding on it in the performance of this DPA, including the

2. Customer Instructions.

The parties agree that this DPA and the Agreement (including the provision of instructions via configuration tools such as the LeaseAccelerator management console and APIs made available by LeaseAccelerator for the Services) constitute Customer’s documented instructions regarding LeaseAccelerator’s processing of Customer Data (“Documented Instructions”). LeaseAccelerator will process Customer Data only in accordance with Documented Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between LeaseAccelerator and Customer, including agreement on any additional fees payable by Customer to LeaseAccelerator for carrying out such instructions. Customer is entitled to terminate this DPA and the Agreement if LeaseAccelerator declines to follow instructions requested by Customer that are outside the scope of, or changed from, those given or agreed to be given in this DPA.

3. Confidentiality of Customer Data.

LeaseAccelerator will not access or use, or disclose to any third party, any Customer Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with the law or a valid and binding order of a governmental body (such as a subpoena or court order). If a governmental body sends LeaseAccelerator a demand for Customer Data, LeaseAccelerator will attempt to redirect the governmental body to request that data directly from Customer. As part of this effort, LeaseAccelerator may provide Customer’s basic contact information to the governmental body. If compelled to disclose Customer Data to a governmental body, then LeaseAccelerator will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless LeaseAccelerator is legally prohibited from doing so. If the Standard Contractual Clauses apply, nothing in this Section 3 varies or modifies the Standard Contractual

4. Confidentiality Obligations of LeaseAccelerator Personnel.

LeaseAccelerator restricts its personnel from processing Customer Data without authorisation by LeaseAccelerator as described in the LeaseAccelerator Security Standards. LeaseAccelerator imposes appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data

5. Security of Data Processing

5.1  LeaseAccelerator has implemented and will maintain the technical and organisational measures for the LeaseAccelerator Network as described in the LeaseAccelerator Security Standards and this Section. LeaseAccelerator has implemented and will maintain the following technical and organisational measures:

(a) security of the LeaseAccelerator Application as set out in Section 1.1 of the LeaseAccelerator Security Standards;

(b) physical security of the facilities as set out in Section 1.2 of the LeaseAccelerator Security Standards;

(c) measures to control access rights for LeaseAccelerator employees and contractors in relation to the LeaseAccelerator application as set out in Section 1 of the LeaseAccelerator Security Standards; and

(d) processes for regularly testing, assessing and evaluating the effectiveness of the technical and organisational measures implemented by LeaseAccelerator as described in Section 2 of the LeaseAccelerator Security

5.2 Customer may elect to implement technical and organisational measures in relation to Customer Data. Such technical and organisational measures include the following which may be obtained by Customer from LeaseAccelerator as described in the Documentation,

(a) database layer encryption to ensure an appropriate level of security;

6. Sub-processing.

6.1 Authorised Sub-processors. Customer acknowledges and agrees that LeaseAccelerator may use sub-processors to fulfill its contractual obligations under this DPA or to provide certain services on its behalf, such as providing support services. If LeaseAccelerator engages the use of a new sub-processor, LeaseAccelerator will update the applicable website and provide Customer with a mechanism to obtain notice of that update. Within thirty (30) days after receipt of LeaseAccelerator’s notice, Customer may object to a new sub-processor, by notifying LeaseAccelerator, promptly, in writing. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, LeaseAccelerator will use reasonable efforts to make or recommend a commercially reasonable change to Customer’s use of the Services to avoid Processing of Customer Data by the objected-to new Subprocessor without unreasonably burdening Customer. If LeaseAccelerator is unable to make available such change within a reasonable period of time, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by LeaseAccelerator without the use of the objected-to new Sub-processor by providing written notice to LeaseAccelerator. In such circumstance, LeaseAccelerator will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

The current listing of LeaseAccelerator Sub-processors is as identified in Annex 3, attached hereto.

6.2 Sub-processor Obligations. Where LeaseAccelerator authorises any sub-processor as described in Section 1:

(i) LeaseAccelerator will restrict the sub-processor’s access to Customer Data only to what is necessary to maintain the Services or to provide the Services to Customer and any End Users in accordance with the Documentation and LeaseAccelerator will prohibit the sub-processor from accessing Customer Data for any other purpose;

(ii) LeaseAccelerator will enter into a written agreement with the sub-processor and, to the extent that the sub-processor is performing the same data processing services that are being provided by LeaseAccelerator under this DPA, LeaseAccelerator will impose on the sub- processor the same contractual obligations that LeaseAccelerator has under this DPA; and

(iii) LeaseAccelerator will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the sub-processors that cause LeaseAccelerator to breach any of LeaseAccelerator’s obligations under this

7. Data Subject Rights

Taking into account the nature of the Services, LeaseAccelerator offers Customer certain controls as described in 5.2 that Customer may elect to use to comply with its obligations towards data subjects. Should a data subject contact LeaseAccelerator regarding correction or deletion of its personal data, LeaseAccelerator will use commercially reasonable efforts to forward such requests to Customer.

8. Security Breach Notification.

8.1 Security Incident. LeaseAccelerator will (a) notify Customer of a Security Incident within forty-eight (48) hours after becoming aware of the Security Incident, and b) take reasonable steps to mitigate the effects and to minimise any damage resulting from the Security

8.2 LeaseAccelerator Assistance. To assist Customer in relation to any personal data breach notifications Customer is required to make under the GDPR, LeaseAccelerator will include in the notification under section 9.1(a) such information about the Security Incident as LeaseAccelerator is reasonably able to disclose to Customer, taking into account the nature of the Services, the information available to LeaseAccelerator, and any restrictions on disclosing the information, such as confidentiality.

8.3 Unsuccessful Security Incidents. Customer agrees that:

(i) an unsuccessful Security Incident will not be subject to this Section 9. An unsuccessful Security Incident is one that results in no unauthorised access to Customer Data or to any of LeaseAccelerator’s equipment or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorised access to traffic data that does not result in access beyond headers) or similar incidents; and

(ii) LeaseAccelerator’s obligation to report or respond to a Security Incident under this Section 9 is not and will not be construed as an acknowledgement by LeaseAccelerator of any fault or liability of LeaseAccelerator with respect to the Security

8.4 Communication. Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s administrators by any means LeaseAccelerator selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on the LeaseAccelerator management console and secure transmission at all times.

9. LeaseAccelerator Certifications and Audits.

9.1 LeaseAccelerator SOC Reports. In addition to the information contained in this DPA, upon Customer’s request, and provided that the parties have an applicable NDA in place, LeaseAccelerator will make available the following documents and information:

(i) the System and Organization Controls (SOC) 1 Report, the System and Organization Controls (SOC) 2 Report and the System (or the reports or other documentation describing the controls implemented by LeaseAccelerator that replace or are substantially equivalent to the SOC 1 and SOC 2).

9.2 LeaseAccelerator Audits. LeaseAccelerator uses external auditors to verify the adequacy of its security measures. This audit: (a) will be performed at least annually; (b) will be performed according to AICPA standards or such other alternative standards that are substantially equivalent to SSAE18/SOC1 and SOC 2; (c) will be performed by independent third party security professionals at LeaseAccelerator’s selection and expense; and (d) will result in the generation of an audit report (“Report”), which will be LeaseAccelerator’s Confidential

9.3 Audit Reports. At Customer’s written request, and provided that the parties have an applicable NDA in place, LeaseAccelerator will provide Customer with a copy of the Report so that Customer can reasonably verify LeaseAccelerator’s compliance with its obligations under this

10. Customer Audits.

Customer agrees to exercise any right it may have to conduct an audit or inspection, including under the Standard Contractual Clauses if they apply, by instructing LeaseAccelerator to carry out the audit described in Section 10. If Customer wishes to change this instruction regarding the audit, then Customer has the right to request a change to this instruction by sending LeaseAccelerator written notice as provided for in the Agreement. If LeaseAccelerator declines to follow any instruction requested by Customer regarding audits or inspections, Customer is entitled to terminate this DPA If there is a material breach found as part of the audit.

11. Transfers of Personal Data.

11.1 Regions

11.1.1 Customer may specify the location(s) where Customer Data will be processed within the LeaseAccelerator Network, including the EU (Frankfurt) Region, the US (N. Virginia) Region and the ANZ (Sydney) Region (each a “Region”). Once Customer has made its choice, LeaseAccelerator will not transfer Customer Data from Customer’s selected Region(s) except as necessary to provide the Services initiated by Customer, or as necessary to comply with the law or binding order of a governmental If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses.

11.1.2 To the extent Customer Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by LAS, the EU-US and/or Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clause , Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 90 days after the effective date of termination or expiration of this Agreement, LAS will make Customer Data available to Customer for export or download as provided in the Documentation. After such 90-day period, LAS will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

11.1.3 Customer consents to the transfer and processing of Customer Data by LAS in the performance of the Services to and in the United States, Canada, Australia and New Zealand and for support purposes Switzerland, the United Kingdom and India.

11.2 Application of Standard Contractual Clauses. The Standard Contractual Clauses will apply to Customer Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognised by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR). The Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA. Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply if LeaseAccelerator has adopted an alternative recognised compliance standard for the lawful transfer of personal data (as defined in the GDPR) outside the

12. Termination of the DPA.

This DPA shall continue in force until the termination of the Agreement (the “Termination Date”).

13. Return or Deletion of Customer Data.

The Services provide Customer with controls that Customer may use to retrieve or delete Customer Data as described in the Up to the Termination Date, Customer will continue to have the ability to retrieve or delete Customer Data in accordance with this Section. For 90 days following the Termination Date, Customer may retrieve or delete any remaining Customer Data from the Services, subject to the terms and conditions set out in the Agreement, unless prohibited by law or the order of a governmental or regulatory body or it could subject LeaseAccelerator or its Affiliates to liability. No later than the end of this 90-day period, Customer will close all LeaseAccelerator accounts. LeaseAccelerator will delete Customer Data when requested by Customer by using the Service controls provided for this purpose by LeaseAccelerator.

14. Duties to Inform.

Where Customer Data becomes subject to confiscation during bankruptcy or insolvency proceedings, or similar measures by third parties while being processed by LeaseAccelerator, LeaseAccelerator will inform Customer without undue delay. LeaseAccelerator will, without undue delay, notify all relevant parties in such action (e.g. creditors, bankruptcy trustee) that any Customer Data subjected to those proceedings is Customer’s property and area of responsibility and that Customer Data is at Customer’s sole

15. Entire Agreement; Conflict.

Except as amended by this DPA, the Agreement will remain in full force and If there is a conflict between any other agreement between the parties including the Agreement and this DPA, the terms of this DPA will control, except that the Service Terms will control over this DPA.

16. California Consumer Privacy Law (CCPA)

17. Definitions

Unless otherwise defined in the Agreement, all terms used in this DPA will have the meanings given to them below:

LeaseAccelerator Network” means LeaseAccelerator’s data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within LEASEACCELERATOR’s control and are used to provide the Services.

LeaseAccelerator Security Standards” means the security standards attached to the Agreement, or if none are attached to the Agreement, attached to this DPA as Annex 1.

Customer” means you or the entity you represent.

Customer Data” means the “personal data” (as defined in the GDPR) that is uploaded to the Services under Customer’s LeaseAccelerator accounts.

EEA” means the European Economic Area.

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

processing” has the meaning given to it in the GDPR and “process”, “processes” and “processed” will be interpreted accordingly.

Security Incident” means a breach of LeaseAccelerator’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data.

“Standard Contractual Clauses” means Annex 2, attached to and forming part of this DPA pursuant to the European Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC.

 

Annex 1

LEASEACCELERATOR Security Standards 

Capitalised terms not otherwise defined in this document have the meanings assigned to them in the Agreement.

1. Information Security Program.

LEASEACCELERATOR will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) help Customer secure Customer Data against accidental or unlawful loss, access or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorised access to the LEASEACCELERATOR Network, and (c) minimise security risks, including through risk assessment and regular testing. LEASEACCELERATOR will designate one or more employees to coordinate and be accountable for the information security program. The information security program will include the following measures:

1.1 Network Security. The LEASEACCELERATOR Network will be electronically accessible to employees, contractors and any other person as necessary to provide the Services. LEASEACCELERATOR will maintain access controls and policies to manage what access is allowed to the LEASEACCELERATOR Network from each network connection and user, including the use of firewalls or functionally equivalent technology and authentication controls. LEASEACCELERATOR will maintain corrective action and incident response plans to respond to potential security

1.2 Physical Security

1.2.1 Physical Access Controls. Physical components of the LEASEACCELERATOR Network are housed in nondescript facilities (the “Facilities”). Physical barrier controls are used to prevent unauthorised entrance to the Facilities both at the perimeter and at building access points. Passage through the physical barriers at the Facilities requires either electronic access control validation (e.g., card access systems, etc.) or validation by human security personnel (e.g., contract or in-house security guard service, receptionist, etc.). Employees and contractors are assigned photo-ID badges that must be worn while the employees and contractors are at any of the Facilities. Visitors are required to sign-in with designated personnel, must show appropriate identification, are assigned a visitor ID badge that must be worn while the visitor is at any of the Facilities, and are continually escorted by authorised employees or contractors while visiting the Facilities.

1.2.2 Limited Employee and Contractor Access. LEASEACCELERATOR provides access to the Facilities to those employees and contractors who have a legitimate business need for such access privileges. When an employee or contractor no longer has a business need for the access privileges assigned to him/her, the access privileges are promptly revoked, even if the employee or contractor continues to be an employee of LEASEACCELERATOR or its

1.2.3 Physical Security Protections. All access points (other than main entry doors) are maintained in a secured (locked) state. Access points to the Facilities are monitored by video surveillance cameras designed to record all individuals accessing  the  LEASEACCELERATOR also maintains electronic intrusion detection systems designed to detect unauthorised access to the Facilities, including monitoring points of vulnerability (e.g., primary entry doors, emergency egress doors, roof hatches, dock bay doors, etc.) with door contacts, glass breakage devices, interior motion-detection, or other devices designed to detect individuals attempting to gain access to the Facilities. All physical access to the Facilities by employees and contractors is logged and routinely audited.

2. Continued Evaluation.

LEASEACCELERATOR will conduct periodic reviews of the security of its LEASEACCELERATOR Network and adequacy of its information security program as measured against industry security standards and its policies and procedures. LEASEACCELERATOR will continually evaluate the security of its LEASEACCELERATOR Network and associated Services to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic

Annex 2 

Standard Contractual Clauses (processors)

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

 

The entity identified as “Customer” in the

DPA (the “data exporter”)

and

LeaseAccelerator Services, LLC

10740 Parkridge Boulevard, Suite 701, Reston,

VA 20191(the “data importer”)

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

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

 

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

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

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the 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 lawmeans 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 organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of

Clause 2

Details of the transfer

The details of the transfer and 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
  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

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 organisational 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, unauthorised 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 importer1

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 organisational 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 unauthorised access, and

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

1                Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

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

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 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

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

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

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 importer 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 if 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 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. 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 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

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 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

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

 

 

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

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

1. Data Exporter/Data Exported

Data Exporter is the entity identified as “Customer” in the DPA.  Data Cotroller employs and engages individuals and receives goods and services from companies that employ and engage individuals.

2. Data Importer

Data Importer is LeaseAccelerator Services, LLC

Data Importer provides:

Data Importer (and its sub-processors) will process lease accounting and lease management data for the duration of the Agreement for the Data Exporter.

3. Data subjects

The Personal Data transferred concern the following categories of Data Subjects:

(a) Data Exporter‘s employees and its contractor‘s employees having responsibilities related to lease origination, lease administration, lease accounting and/or for the leased asset from a fiduciary perspective (Asset Owner) and day-to-day user of the leased asset (Asset User); and

(b) The employees of Data Exporter and Data Exporter’s contract counterparts (e.g. lessors or leased asset vendors) having responsibilities related to lease origination (e.g. signatories and notice recipients).

4. Categories of data

Data Importer shall only process such limited Personal Data as is necessary to reasonably provide the Services.  The Personal Data processed concern the following categories of data:

Name, contact details (may be limited to email address) and pre-defined role (e.g. Asset Owner and Asset User) of Data Subjects described in Section 3(a) and name, title, contact address and signatures of Data Subjects described in Section 3(b).  This data may be anonymized or obfuscated by the Data Exporter.

5. Special categories of data (if appropriate)

The Personal Data transferred concern special categories of data of the following data subjects:

None

6. Purpose of the Data Processing

To comply with lease accounting rules and to manage leases and leased assets, Data Exporter is entering and modifying information on all leases and assets into LeaseAccelerator and running reports using such information.

7. Processing operations

The Personal Data transferred will be subject solely for Data Importer and its Sub-Processors to perform its obligations and exercise its rights under the operative Agreement governing Processors services and may not be processed for any other purpose absent written instructions from the Exporter.

8. Subcontractors:

See Annex 3

9. Processing Operations of each Subprocessor:

See Annex 3

 

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

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

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

The technical and organisational security measures implemented by the data importer are as described in the DPA.

 

 

Annex 3

LeaseAccelerator Sub-Processors