Service version date: March 4, 2025
This Data Processing Addendum (“Addendum”) is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law (defined below). This DPA does not apply to for which Botdoc is a Controller.
This Addendum amends and supplements the ShortSave Terms of Service, CORP Terms of Service and API Terms of Service (“Agreement”). If there is any conflict between this Addendum and the Agreement regarding the parties’ respective privacy and security obligations, the provisions of this Addendum shall control.
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 (as data exporter) and ShortSave Inc aka Botdoc (as data importer, whose signature appears below), each a “party,” together “the parties,” have agreed on the following Contractual Clauses (the “Clauses” or “Standard Contractual 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.
The parties acknowledge and agree that with regard to the processing of Customer Content, Customer is a controller or processor, as applicable, and Botdoc is a processor. With regard to the processing of Customer Account Data and Customer Usage Data, Customer is a controller or processor, as applicable, and Botdoc is an independent controller, not a joint controller with Customer. Each party shall comply with its obligations under Applicable Data Protection Law, and this Addendum, when processing Personal Data.
3.1 Subject Matter: Botdoc’s provision of the Botdoc Services to Customer.
3.2 Purpose of the Processing: The purpose of the data processing under this Addendum is the provision of the Botdoc Services as initiated by Customer from time to time.
3.3 Categories of Data: Data relating to individuals provided to Botdoc via the Botdoc Services, by (or at the direction of) Customer of Customer’s end users.
3.4 Categories of Data Subjects: Data subjects may include Customer’s customers, employees, suppliers and end users about whom data is provided to Botdoc via the Botdoc Services by (or at the direction of) Customer or by Customer’s end users.
3.5 Duration of the Processing: As between Botdoc and Customer, the duration of the data processing of Customer Content under this Addendum is necessarily determined by Customer.
Customer appoints Botdoc as a processor to process Customer Content on behalf of, and in accordance with, Customer’s instructions as set out in the Agreement and this Addendum (“Permitted Purposes”). Botdoc shall not process personal data other than on the Customer’s documented instructions unless processing of personal data is required by law to which Botdoc is subject, in which case Botdoc shall to the extent permitted by applicable law notify Customer of that legal requirement before processing such personal data. Additional instructions outside the scope of the Agreement, this Addendum, or as otherwise needed to provide the Botdoc Services may result in additional fees payable by Customer to Botdoc for carrying out those instructions. Customer shall ensure that its instructions comply with all laws, regulations and rules applicable to the Customer Content, and that Botdoc’s processing of the Customer Content in accordance with Customer’s instructions will not cause Botdoc to violate any applicable law, regulation or rule, including Applicable Data Protection Law. Botdoc shall process personal data until the date of expiration or termination of the Agreement, unless instructed otherwise by Customer, or until such data is returned or destroyed on instruction of Customer. Botdoc agrees not to access or use Customer Content, except as necessary to maintain or provide the Botdoc Services, or as necessary to comply with the law or other binding governmental order.
Botdoc agrees not to disclose personal data processed under this Agreement except at the direction of Customer, as required in order to carry out Botdoc’s obligations under this Agreement, or as required by law. In the event that any request, correspondence, enquiry or complaint from a data subject, regulatory or third party is made directly to Botdoc in connection with Botdoc’s processing of Customer Content, Botdoc shall promptly inform Customer providing details of the same, to the extent legally permitted. Unless legally obligated to do so, Botdoc shall not respond to any such request, inquiry or complaint without Customer’s prior consent except to confirm that the request relates to Customer to which Customer hereby agrees.
Botdoc shall limit disclosure of personal information to those personnel who are necessary to carry out processing under this Agreement. Botdoc will ensure that any person it authorizes to process the Customer Content shall protect the Customer Content in accordance with Botdoc’s confidentiality obligations under the Agreement.
Taking into account the nature of processing and the information available to Botdoc, Botdoc shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests to exercise a data subject’s rights under applicable Data Protection Laws, shall provide assistance to Customer with any data protection impact assessments and/or prior consultations which are required by Article 35 and 36 of the GDPR or any equivalent provisions of any Data Protection Law, and shall assist Customer in ensuring compliance with Customer’s legal obligations relating to security measures, including Article 32 of the GDPR. As part of the Botdoc Services, Botdoc provides Customer with a number of self-service features, including the ability to delete, retrieve, or restrict use of Customer Content, which may be used by Customer to assist in its obligations under Applicable Data Protection Law with respect to responding to requests from data subjects.
On or after May 25, 2018, if Botdoc believes or becomes aware that its processing of Customer Content is likely to result in a high risk to the data protection rights and freedoms of data subjects, Botdoc shall inform Customer and provide reasonable cooperation to Customer (at Customer’s expense) in connection with any data protection impact assessment or consultations with supervisory authorities that may be required under Applicable Data Protection Law.
Upon termination of this Data Processing Agreement, upon the Customer’s written request, or upon fulfillment of all purposes agreed in the context of the Services whereby no further processing is required, Botdoc shall, at the discretion of the Customer, either delete, destroy or return all Personal Data to the Customer. Botdoc shall notify all third parties supporting its own processing of the Personal Data of the termination of the Data Processing Agreement and shall ensure that all such third parties shall either destroy the Personal Data or return the Personal Data to the Customer, at the discretion of the Customer. This requirement shall not apply to the extent that Botdoc is required by law to retain some or all of the Customer Content.
10.1 Botdoc’s Audit Program: The parties acknowledge that Customer must be able to assess Botdoc’s compliance with its obligations under Applicable Data Protection Law, insofar as Botdoc is acting as a processor on behalf of Customer. Botdoc uses external auditors to verify the adequacy of its security measures with respect to its processing of Customer Content. Such audits are conducted at least annually, are performed at Botdoc’s expense by independent third party security professionals at Botdoc’s selection, and result in the generation of a confidential audit report.
10.2 Customer Audit: Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Botdoc shall make available to Customer a copy of Botdoc’s most recent audit report(s) generated as described in section 10.1 (Botdoc’s Audit Program), as applicable. If the Standard Contractual Clauses apply, nothing in this Section 10 (Audit Obligations) varies or modifies the Standard Contractual Clauses nor affects the supervisory authorities’ or data subjects’ rights under the Standard Contractual Clauses.
10.3 Notwithstanding 10.1 and 10.2, Botdoc shall make available at the Customer’s request on an annual basis all information necessary to demonstrate compliance with this Agreement and shall allow for and contribute to audits, including inspections, by Customer or an auditor mandated by the Customer to audit and test such compliance.
On or after May 25, 2018, Botdoc will promptly inform Customer if it becomes aware or reasonably believes that Customer’s data processing instructions violate Applicable Data Protection Law.
Botdoc shall process Customer Account Data and Customer Usage Data in accordance with Applicable Data Protection Law and consistent with its Privacy Notices as posted on its publicly-available website and/or the Agreement.
In the event that either party receives: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Customer Account Data and Customer Usage Data; (collectively, “Correspondence”) then, where such Correspondence relates (or also relates) to processing conducted by the other party, it shall promptly inform the other party and the parties shall cooperate in good faith as necessary to respond to such Correspondence and fulfil their respective obligations under Applicable Data Protection Law. Notwithstanding the foregoing, Botdoc shall promptly notify Customer of any request from a data subject under any data protection law in respect of their personal data. Botdoc agrees that Botdoc shall not respond to that request except upon the documented instructions of Customer or as required by applicable laws to which Botdoc is subject, in which case Botdoc shall to the extent permitted by those laws inform Customer of that legal requirement before Botdoc responds to the request.
Botdoc has implemented and will maintain appropriate technical and organizational measures to protect Customer Account Data, Customer Usage Data, and Customer Content (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the such data (a “Security Incident”).
14.1 Determination of Security Requirements: Customer acknowledges that the Botdoc Services include certain features and functionalities that Customer may elect to use that impact the security of the data processed by Customer’s use of the Botdoc Services, such as, but not limited to, encryption and availability of multi-factor authentication on Customer’s Botdoc account. Customer is responsible for reviewing the information Botdoc makes available regarding its data security, including its audit reports, and making an independent determination as to whether the Botdoc Services meet the Customer’s requirements and legal obligations, including its obligations under this Addendum. Customer is further responsible for properly configuring the Botdoc Services and using available features and functionalities to maintain appropriate security in light of the nature of the data processed by Customer’s use of the Botdoc Services.
14.2 Security Incident Notification — Customer Content: Botdoc shall, to the extent permitted by law, promptly notify Customer of any Security Incident of which Botdoc becomes aware. To the extent such Security Incident is caused by a violation of the requirements of this Addendum by Botdoc, Botdoc shall make reasonable efforts to identify and remediate the cause of such Security Incident. Botdoc shall provide reasonable assistance to Customer in the event that Customer is required under Applicable Data Protection Law to notify a supervisory authority or any data subjects of the Security Incident.
14.3 Security Incident Notification — Customer Usage Data: If Botdoc becomes aware of a confirmed Security Incident involving Customer Usage Data containing the personal data of data subjects with whom Botdoc does not have a direct relationship, for example Customer’s end users, and Botdoc determines that the incident must be reported to a regulatory authority, Botdoc will notify the Customer of the incident and of its obligation and intent to notify the regulatory authority. If the impacted data subjects are required to be notified of the Security Incident, Customer will provide reasonable assistance to Botdoc to trigger appropriate notice to the impacted data subjects.
Customer acknowledges that, as of the Effective Date of this Addendum, would be User account creation, Botdoc’s primary processing facilities are in the United States. To the extent that Customer’s use of the Botdoc Services requires transfer of personal data out of the European Economic Area (“EEA”), Botdoc will take such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Customer Account Data, Customer Content or Customer Usage Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorization in accordance with Applicable Data Protection Law, or to a recipient that has executed Standard Contractual Clauses adopted or approved by the European Commission.
In the event that the Botdoc Services are covered by more than one transfer mechanism, the transfer of personal data will be subject to a single transfer mechanism in accordance with the following order of precedence: (i) Botdoc’s binding corporate rules; (ii) Botdoc’s EU-US and Swiss-US Privacy Shield Framework self-certifications; and (iii) the Standard Contractual Clauses as set forth in Exhibit 1 to this Addendum.
15.1 Botdoc BCRs: Should Botdoc achieve binding corporate rules (“BCRs”) authorization in accordance with Applicable Data Protection Law, the parties agree that Botdoc will process Customer Account Data, Customer Content and Customer Usage Data in accordance with those binding corporate rules. The parties further agree that the BCRs will become the lawful transfer mechanism of Customer Account Data, Customer Content and Customer Usage Data from the EEA to Botdoc in the United States, or any other non-EEA Botdoc entity subject to the binding corporate rules, and will supersede any other lawful transfer mechanism previously in place.
15.2 Privacy Shield: The parties further agree that the Privacy Shield Framework will be the lawful transfer mechanism of Customer Account Data, Customer Content and Customer Usage Data from the EEA or Switzerland to Botdoc in the United States, only to the extent such transfer is not covered by the Botdoc’s BCRs pursuant to Section 15.1 (Botdoc BCRs) of this Addendum. Botdoc represents that it is self-certified to the Privacy Shield Framework and agrees, with respect to Customer Account Data, Customer Content and Customer Usage Data that it shall comply with the Privacy Shield Principles when handling any such data. To the extent that Customer is also self-certified to the Privacy Shield, Botdoc further agrees:
15.3 Standard Contractual Clauses: The parties further agree that the Standard Contractual Clauses in Exhibit 1 to this Addendum will apply to personal data within Customer Content that is transferred from the European Economic Area and/or Switzerland to outside the European Economic area and Switzerland, either directly or via onward transfer, to any country or recipient: (i) not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Directive) and (ii) not covered by the Botdoc BCRs pursuant to Section 15.1 (Botdoc BCRs) of this Addendum or by the Privacy Shield certification pursuant to Section 15.2 (Privacy Shield) of this Addendum.
Where an amendment to the Agreement is necessary to address the requirements of any Data Protection Law the parties agree to negotiate an amendment to the Agreement in good faith.
Without prejudice to any applicable Standard Contractual Clauses, governing law and venue under this Addendum shall be construed as set forth in the Agreement.
This Addendum supersedes and replaces all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written, with regard to the subject matter of this Addendum, including any prior data processing addenda entered into between Botdoc and Customer. If there is any conflict between this Addendum and any agreement, including the Agreement, the terms of this Addendum shall control.
European Commission Decision C(2010)593. 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.
Data transfer agreement between Customer who has executed the above Addendum, hereafter “data exporter” AND Botdoc 1909 Woodmoor Dr, Monument CO 80132, Tel: 719-960-4767, Email: privacy@botdoc.io, hereinafter “data importer”; each a “party”; together “the parties”.
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to offer 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.
(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 sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor 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.
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.
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 sub-processor 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 sub-processing 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 sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor 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).
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:
(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 sub-processing, 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 sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
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.
This Appendix forms part of the Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
The data exporter is Customer. The data exporter is a user of Botdoc as defined in this Data Processing Addendum.
The data importer is Botdoc, a global producer of communication services. Secure transportation vehicle for internet data through email and mobile access.
The personal data transferred concern the following categories of data subjects:
Data exporter’s customers and end-users. The data importer will receive any personal data in the form of Customer Content that the data exporter instructs it to process through its cloud communications products and services. The precise personal data that the data exporter will transfer to the data importer is necessarily determined and controlled solely by the data exporter.
The personal data transferred concern the following categories of data:
Customer Content: content exchanged by means of use of Botdoc’s Services, such as text, email, names, documents and other data in an electronic form.
The personal data transferred concern the following special categories of data:
Botdoc does not intentionally collect or process any special categories of data in the provision of its products and/or services.
However, special categories of data may from time to time be inadvertently processed by Botdoc where the data exporter or its end users choose to include this type of data within the communications it transmits using Botdoc’s products and/or services. As such, the data exporter is solely responsible for ensuring the legality of any special categories of data it or its end users choose to process using Botdoc products and/or services.
The personal data transferred will be subject to the following basic processing activities:
Provision of programmable communication products and services, primarily offered in the form of APIs, on behalf of the data exporter, including transmittal to or from data exporter’s software application from or by way of other communications networks. Storage on Botdoc’s network.
This Appendix forms part of the Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law.
Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or documentation/legislation attached):
See https://botdoc.io/policy-security-center/#security-assurance for information and details regarding technical and organizational measures implemented by Botdoc.
The data importer has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines intended to protect Customer Data, as defined in the Data Processing Principles and Security Section of this addendum, against accidental loss, destruction, or alteration; unauthorized disclosure or access; or unlawful destruction as follows: The technical and organizational measures, internal controls, and information security routines set forth are hereby incorporated into this Appendix 2 by this reference and are binding on the data importer as if they were set forth in this Appendix 2 in their entirety.
Personnel: Personnel are obligated to maintain the confidentiality of any Customer Data and this obligation continues even after any engagement ends.
Data Privacy Contact: The data privacy officer of the data importer can be reached at the following address:
Botdoc
Attn: Data Privacy Officer
1909 Woodmoor Dr, Monument CO 80132
privacy@botdoc.io
Signing the Standard Contractual Clauses, Appendix 1, 2 and 3 on behalf of the data importer:
(please contact DPO for signed copy)
Karl Falk, CEO — ShortSave Inc aka Botdoc — 1909 Woodmoor Dr, Monument CO 80132
This Appendix forms part of the Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law.
This Appendix does not vary or modify the Clauses. It sets out the parties’ interpretation of their respective obligations under specific Clauses identified below. As permitted by Clause 10 of these Clauses, the purpose of the interpretations is to enable the parties to fulfil their obligations in practice.
Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.
European Commission Decision C(2004) 5271 Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers).
This data transfer agreement is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law.
Customer who has executed the above Addendum, hereafter “data exporter”, AND Botdoc 1909 Woodmoor Dr, Monument CO 80132, Tel: 719-960-4767, Email: privacy@botdoc.io, hereinafter “data importer”; each a “party”; together “the parties”.
For the purposes of the clauses:
a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);
b) “the data exporter” shall mean the controller who transfers the personal data;
c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.
The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.
The data exporter warrants and undertakes that:
a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.
The data importer warrants and undertakes that:
a) It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
b) It will have in place procedures so that any third party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data.
c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
d) It will process the personal data for purposes described in Annex B and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.
e) It will identify to the data exporter a contact point within its organization authorized to respond to enquiries concerning processing of the personal data and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).
f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).
g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.
h) It will process the personal data, at its option, in accordance with:
i. the data protection laws of the country in which the data exporter is established, or
ii. the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorization or decision and is based in a country to which such an authorization or decision pertains, but is not covered by such authorization or decision for the purposes of the transfer(s) of the personal data, or
iii. the data processing principles set forth in Annex A. Data importer to indicate which option it selects: iii (the data processing principles set forth in Annex A). By executing these Clauses, the data importer agrees to process the personal data in accordance with the option indicated above.
i) It will not disclose or transfer the personal data to a third-party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and:
i. the third-party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
ii. the third-party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
iii. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer.
a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.
b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).
These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.
a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims and will cooperate with a view to settling them amicably in a timely fashion.
b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.
a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
b) In the event that:
i. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
ii. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
iii. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
iv. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
v. a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs.
Then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.
The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.
Each party shall perform its obligations under these clauses at its own cost.
The parties will indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of these clauses. Indemnification hereunder is contingent upon (a) the party(ies) to be indemnified (the “indemnified party(ies)”) promptly notifying the other party(ies) (the “indemnifying party(ies)”) of a claim, (b) the indemnifying party(ies) having sole control of the defense and settlement of any such claim, and (c) the indemnified party(ies) providing reasonable cooperation and assistance to the indemnifying party(ies) in defense of such claim. Additionally, Botdoc shall indemnify and hold harmless Customer, its officers, directors, employees, agents, representatives and successors from and against all claims, actions, losses, third-party claims, damages and expenses, including legal and regulatory fees and costs, arising from and in the event that Botdoc fails to follow or exceeds the written instructions of Customer or fails to comply with its direct legal obligations under any applicable data protection laws.
This Annex forms part of the Standard Contractual Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law.
The personal data transferred concern the following categories of data subjects: The data exporter’s customers and end users.
The transfer is made for the following purposes: For provision of services pursuant to which data exporters add an additional factor for verification of data exporter’s customers’ and end users’ identity in connection with such customers’ and end users’ use of data exporter’s software applications or services (“2 Factor Authentication Services”).
The personal data transferred concern the following categories of data: Personal data transferred by data exporter to data importer to provide 2 Factor Authentication Services, namely data subjects’ telephone numbers and email addresses and any other personal data provided by the data exporter and/or needed for authentication purposes.
The personal data transferred may only be disclosed to the following recipients or categories of recipients: