Last Updated: August 2026
This Data Processing Agreement (“DPA”) is entered into between Vendavo, Inc., located at 1200 17th Street, Suite 1000, Denver, Colorado, USA (“Vendavo”), and the Customer defined in the associated Agreement (defined below). This DPA is effective on the date that the applicable Agreement has been duly executed by both parties. In signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required by Data Protection Law, its affiliates.
This DPA is only valid and legally binding if the Customer entity signing the Agreement is: (a) a party to an Agreement subject to which Vendavo is a data processor for the purposes of GDPR or a service provider for the purposes of CCPA; and (b) a data controller to which Article 3 of the GDPR applies or a business to which the CCPA applies. This DPA forms part of such Agreement. If multiple Agreements exist between the parties, a separate instance of this DPA shall apply with respect to each Agreement.
This DPA consists of the main body of the DPA and Exhibit A (which contains three annexes).
By signing this DPA, or by signing the Agreement, the parties hereby agree and affirm that the signatures constitute full and unconditional acceptance of the terms and conditions contained in the Standard Contractual Clauses and their respective annexes, as attached to this DPA. The parties acknowledge that the Standard Contractual Clauses form an integral part of this DPA and agree to execute all obligations as set forth therein.
“Agreement” means any agreement between Vendavo and the Customer, or between the Customer and a Vendavo-authorized partner, under which Products are provided by Vendavo and/or a Vendavo-authorized partner to that Customer to the extent Vendavo is processing Personal Data under such agreement between Customer and Vendavo-authorized partner. Such an Agreement may include various counterparts.
“controller”, “data subject”, “personal data”, “personal data breach,” “process”, “processing”, “processor”, and “supervisory authority” have the same meanings as in GDPR. “Business” and “Service Provider” have the meanings ascribed to them in CCPA.
“CCPA” means the California Consumer Privacy Act of 2018, as amended by the CPRA or otherwise, or as replaced.
“CPRA” means the California Privacy Rights Act of 2020, effective on January 1, 2023, as may be amended from time to time.
“Customer” means the customer that is identified on the Agreement, and that is a party to, the Agreement and this DPA, and any Customer affiliates.
“Data Protection Law” means (i) the General Data Protection Regulation (Regulation (EU) 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 (“EU GDPR“); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (the “UK GDPR“); (iii) any and all applicable national data protection laws and regulations made under, pursuant to or that apply in conjunction with any of (i) or (ii); in each case as amended or replaced from time to time.
“GDPR” means (i) the EU GDPR, and/or (ii) the UK GDPR, as may be applicable.
“Personal Data” means personal data that is submitted to Vendavo by Customer and processed by Vendavo for the purposes of providing the Products to Customer.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data processed by Vendavo under this DPA.
“Products” means the Vendavo services and products ordered, subscribed to, or licensed by Customer in an Agreement, including software, technical support and professional services as set out in the applicable Agreement.
“Restricted Transfer” means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
“Standard Contractual Clauses” or “Clauses” means (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“EU SCCs“), as annexed to this Agreement; and (ii) where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 (“UK Addendum“).
“US Data Privacy Laws” means the CCPA and any other applicable US state or federal comprehensive data privacy or data protection law or regulation, in each case as amended or replaced from time to time.
2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the processing of Personal Data, Customer is the controller and Vendavo is the processor and that Vendavo will engage Sub-processors pursuant to the requirements set forth in Section 5 below. The parties agree that they shall comply with Data Protection Law as applicable to them in such roles.
2.2 Customer Processing of Personal Data. Customer shall, in its use of the Products and provision of instructions, process Personal Data in accordance with the requirements of applicable Data Protection Law. Customer shall have sole responsibility for the accuracy, quality and legality of Personal Data and the means by which Customer acquired Personal Data and transferred such Personal Data to Vendavo.
2.3 Vendavo Processing of Personal Data. As Customer’s processor, Vendavo shall only process Personal Data for the following purposes: (a) processing in accordance with the Agreement; (b) processing initiated by Customer or its authorized users in their use of the Products; and (c) processing to comply with other reasonable documented instructions of Customer (e.g. in email, in Jira, or via the support portal) that are consistent with the terms of the Agreement (individually and collectively the “Purpose”). Vendavo shall inform Customer immediately upon becoming aware that, in Vendavo’s opinion, an instruction provided by Customer violates applicable Data Protection Law.
2.4 Details of the Processing. The subject matter of processing of Personal Data by Vendavo is described in the Purpose set out in Section 2.3. The duration of the processing, the nature and purpose of the processing, the types of Personal Data and the categories of data subjects processed under this DPA are further specified in Annex I to Exhibit A (Description of Transfer) of this DPA.
Vendavo shall, to the extent legally permitted, promptly notify Customer if Vendavo receives any requests from a data subject to exercise the following individual rights under Data Protection Law in relation to the Personal Data: right of access, right to rectification, restriction of processing, erasure, data portability, objection to the processing, right not to be subject to an automated individual decision making (each a “Data Subject Request”). Taking into account the nature of the processing, Vendavo will assist Customer insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request. To the extent that Customer, in its use of the Products, does not have the ability to adequately address a Data Subject Request, Vendavo shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Vendavo is legally permitted to do so and the response to such Data Subject Request is required by applicable Data Protection Law. To the extent legally permitted, Customer shall be responsible for any cost arising from Vendavo’s provision of such assistance including costs or fees associated with provision of additional functionality.
4.1 Use of Sub-processors. Customer acknowledges and agrees that Vendavo shall use third party sub-contractors to process Personal Data in some circumstances, which may include Vendavo’s affiliates (“Sub-processors”). Customer consents to Vendavo’s use of the Sub-processors set out in Annex III to Exhibit A, being the Sub-processors in use at the date of this DPA. Customer acknowledges that Vendavo is located in the USA and is involved in the provision of the Products to Customer either directly or through the provision of support to Vendavo’s affiliates. In either case, Customer agrees to enter into the Standard Contractual Clauses set out in Exhibit A and acknowledges that Sub-processors may be appointed by Vendavo in accordance with Exhibit A.
4.2 Notification of New Sub-processors. In the event that a new Sub-processor is to be used, Vendavo will provide prior written notice of the proposed new Sub-processor, including general details of its location and the processing it will perform. Customer may reasonably object to Vendavo’s use of a new Sub-processor (e.g. if making Personal Data available to the new Sub-processor may violate applicable Data Protection Law) in writing within fifteen (15) business days after receipt of Vendavo’s notice, stating the grounds for the objection. If the Customer objects in writing to the appointment of a new Sub-processor as permitted in the preceding sentence, Vendavo shall make commercially reasonable efforts to offer Customer a change in the Products, recommend a change to the Customer’s configuration or use of the Products to avoid the processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Customer does not provide a written objection as provided in this Section, Customer agrees that it will be deemed to have consented to the new Sub-processor for the purposes of applicable Data Protection Law. The foregoing shall not limit Customer’s existing payment obligations under the Agreement.
4.3 Liability. Vendavo will: (a) enter into a written agreement with any Sub-processor containing terms that are no less protective of Personal Data than those contained in this DPA; and (b) be liable for the acts and omissions of its Sub-processors to the same extent Vendavo would be liable if performing the services of each of those Sub-processors directly under the terms of this DPA.
Vendavo shall maintain appropriate technical and organizational measures to protect the security, confidentiality and integrity of Personal Data against a Personal Data Breach as set forth in Annex II to Exhibit A. Such measures will take 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 to the rights and freedoms of natural persons so as to ensure a level of security that is appropriate to the risk. Vendavo regularly monitors compliance with these technical and organizational measures and may amend them from time to time provided that Vendavo maintains at least an equivalent level of protection. Upon request from Customer, Vendavo will provide an updated description of the technical and organizational measures in the form presented in Annex II to Exhibit A. All Vendavo personnel who process Personal Data shall be adequately trained with respect to their data protection, security and confidentiality obligations, and shall be subject to written obligations to maintain confidentiality.
Vendavo shall notify the Customer without undue delay upon confirming the occurrence of a breach relating to Personal Data (within the meaning of applicable Data Protection Law) which may require a notification to be made to any supervisory authority or data subject under applicable Data Protection Law or which Vendavo is required to notify to Customer under applicable Data Protection Law (a “Personal Data Incident”). Vendavo shall provide commercially reasonable cooperation and assistance in identifying the cause of the Personal Data Incident and take commercially reasonable actions to mitigate the effects of the Personal Data Incident and remediate the cause, to the extent such remediation is within Vendavo’s control. Except as required by applicable Data Protection Law, this shall not apply to incidents that are caused by Customer, Customer’s authorized users, and/or any products or services not provided by Vendavo.
7.1 Third Party Certifications. The Customer acknowledges that Vendavo is regularly audited by independent third-party auditors against SSAE 18 SOC 2 standards, and against ISO 27001 standards. Upon request, and subject to the confidentiality provisions of the Agreement, Vendavo shall make available to Customer (or Customer’s independent third-party auditor) a copy of such third-party audit reports, which reports shall be subject to the confidentiality provisions of the Agreement. The Customer acknowledges that the third-party author of such report does not accept any responsibility to Customer or the Customer’s auditors unless and until Customer enters into a separate duty of care agreement with such author.
7.2 Customer’s Right to Audit. In addition to the above, not more than once per year and only to the extent explicitly required under applicable Data Protection Law, Customer may request to perform an audit of Vendavo’s processing of Personal Data in compliance with this DPA. Customer must provide Vendavo with at least thirty (30) days’ notice of such audit, confirming whether the audit will be conducted by the Customer or an independent third party who must be identified in the notice. Vendavo shall have the right to refuse audit by any third party which is or may be a competitor of Vendavo, in Vendavo’s sole opinion. The parties will mutually agree upon the timing, duration, place, any applicable conditions for the audit and the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable taking into account the resources expended by Vendavo. Customer shall be fully responsible for all its own costs and expenses in relation to such audit. Customer shall promptly notify Vendavo of any areas of non-compliance identified in such audit and Vendavo shall use commercially reasonable efforts to address any such confirmed non-compliance.
Upon termination of the Agreement, Vendavo shall delete the Personal Data from its systems in accordance with the terms of that Agreement and at all times subject to applicable Data Protection Law.
9.1 GDPR. Vendavo will process Personal Data in accordance with GDPR requirements directly applicable to Vendavo’s provision of the Products sold, licensed or provided to Customer. Upon request, Vendavo shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Products, to the extent that Customer does not already have access to the relevant information, Vendavo does have access to the relevant information, and the data protection impact assessment is required by Data Protection Law.
9.2 International Data Transfers. The parties agree that where the transfer of Personal Data to Vendavo constitutes a Restricted Transfer, it shall be subject to the appropriate Standard Contractual Clauses as follows: (a) in relation to Personal Data that is protected by the EU GDPR, the EU SCCs contained in Exhibit A shall apply; and (b) in relation to Personal Data that is protected by the UK GDPR, the UK Addendum will apply as follows: (i) the EU SCCs, as set out in Exhibit A of this Agreement shall also apply to transfers of such Personal Data; and (ii) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, as set out in Exhibit A, and the options “neither party” shall be deemed checked in Table 4. The start date of the UK Addendum (as set out in Table 1) shall be the date of this DPA.
10.1 Scope. This Section 10 applies to Vendavo’s processing of Customer’s Personal Data that is subject to US Data Privacy Laws. For purposes of this Section 10, “Personal Information” means personal data that constitutes “personal information,” “personal data,” or an equivalent term as defined under the applicable US Data Privacy Laws.
10.2 Selling Prohibited. Vendavo shall not “sell,” “share,” or otherwise make available (as such terms are defined under applicable US Data Privacy Laws) Personal Information under any circumstances.
10.3 Additional Prohibitions. To the extent Vendavo acts as a “Service Provider,” “Processor,” or equivalent role under applicable US Data Privacy Laws and receives from Customer Personal Information, Vendavo is prohibited from and agrees not to: (i) retain, use, or disclose such Personal Information for any purpose, including a commercial purpose, other than performing the business purpose and Services under the Agreement or as otherwise permitted under applicable US Data Privacy Laws, or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Customer and Vendavo unless otherwise permitted under the Agreement or applicable US Data Privacy Laws, or (iii) combine such Personal Information Vendavo receives from or on behalf of Customer with Personal Information it receives from or on behalf of another person or persons, or collects from its own interactions with a consumer, provided that Vendavo may combine Personal Information to perform any business purpose as defined and permitted under applicable US Data Privacy Laws.
10.4 Remediation. Customer shall have the right to take reasonable and appropriate steps to ensure that Vendavo uses Personal Information in a manner consistent with Customer’s obligations under applicable US Data Privacy Laws. Customer shall have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Information.
10.5 Certification. Vendavo certifies that it understands these Section 10 restrictions and will comply with them and applicable US Data Privacy Laws. Vendavo agrees it will notify Customer if it determines it can no longer comply with applicable US Data Privacy Laws.
10.6 General Compliance. To the extent any applicable US Data Privacy Laws impose obligations on Vendavo as a processor, service provider, or equivalent role that are not expressly addressed in this Section 10, Vendavo shall comply with such obligations as applicable to its processing of Personal Information on behalf of Customer.
11.1 Term and Termination. This DPA will remain in force until (i) it is replaced or repealed by mutual agreement of Customer and Vendavo, or (ii) the Agreement is terminated or expires.
11.2 Modification. Any modification to this DPA shall be invalid unless made in writing and signed by both parties.
11.3 Liability. Any claims brought under this DPA will be subject to the same terms and conditions, including the exclusions and limitations of liability, as are set out in the Agreement. The total liability of Vendavo and its affiliates for all claims by Customer arising out of or related to the Agreement and this DPA shall apply in aggregate for all claims under both the Agreement and this DPA.
11.4 Governing Law. Without prejudice to clause 17 (Governing law) and clause 18 (Choice of forum and jurisdiction) of the Standard Contractual Clauses: (i) the parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity; and (ii) this DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.
11.5 Counterparts. This DPA may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument. This DPA may be delivered in electronic document format (e.g. PDF), and electronic copies of executed signature pages will be binding as originals.
11.6 Entire Agreement. This DPA, together with the Agreement, constitutes the entire agreement between the parties and supersedes any other prior or contemporaneous agreements or terms and conditions, written or oral, concerning the processing of Personal Data by Vendavo on behalf of Customer. In case of conflict or inconsistency between this DPA, the Agreement, and the Standard Contractual Clauses, the following order of precedence shall govern to the extent of the conflict or inconsistency: (i) the Standard Contractual Clauses; (ii) this DPA; and (iii) the Agreement.
11.7 Severability. If any provision of this DPA is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 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 (General Data Protection Regulation)1 for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
have agreed to these standard contractual clauses (hereinafter: “Clauses”).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 – Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “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 purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects2. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards3;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authorities, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law stated in the agreement governing the contractual relationship between the parties pursuant to which the data is exported, or in the event that such jurisdiction is not an EU Member State, the Parties agree that this shall be the law of Sweden.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Sweden.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
A. LIST OF PARTIES
Data exporter(s):
Name: | Data Exporter is (i) the legal entity that has executed the Standard Contractual Clauses as a Data Exporter (by its signature to the DPA or Agreement) and, (ii) all affiliates of such legal entity established within the European Economic Area (EEA) and Switzerland that have ordered or subscribed to license Vendavo’s software through one or more agreement(s) (“agreement”) as a “Customer.” |
Address: | The address for the legal entity named above, as stated in the Agreement. |
Contact person’s name, position and contact details: | The contact details provided in the Agreement. |
Activities relevant to the data transferred under these Clauses: | Vendavo is a provider of cloud-based pricing solutions which processes personal data upon the instruction of the Data Exporter in accordance with the terms of the agreement between Vendavo and Data Exporter under which software is licensed by Vendavo for use by Data Exporter. |
Signature and date: | Deemed signed on date of signature of the DPA (or Agreement). |
Role (controller/processor): | Controller. |
Data importer(s):
1.
Name: | Vendavo, Inc. |
Address: | 1200 17th Street, Suite 1000, Denver CO 80202, USA |
Contact person’s name, position and contact details: | Sian Story, General Counsel |
Activities relevant to the data transferred under these Clauses: | Vendavo is a provider of cloud-based pricing solutions which processes personal data upon the instruction of the Data Exporter in accordance with the terms of the agreement between Vendavo and Data Exporter under which software is licensed by Vendavo for use by Data Exporter. |
Signature and date: | Deemed signed on date of signature of the DPA (or Agreement). |
Role (controller/processor): | Processor. |
2.
Name: | Vendavo AB |
Address: | Sveavägen 9, 111 57, Stockholm, Sweden |
Contact person’s name, position and contact details: | Sian Story, General Counsel |
Activities relevant to the data transferred under these Clauses: | Vendavo is a provider of cloud-based pricing solutions which processes personal data upon the instruction of the Data Exporter in accordance with the terms of the agreement between Vendavo and Data Exporter under which software is licensed by Vendavo for use by Data Exporter. |
Signature and date: | Deemed signed on date of signature of the DPA (or Agreement). |
Role (controller/processor): | Processor. |
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred | Employees and third-party contractors of the Data Exporter and its affiliates who are authorized users of the Data Importer’s software. |
Categories of personal data transferred | First name, last name, username, business email address, IP address, business telephone number |
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. | None. |
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). | Continuous. |
Nature of the processing | To facilitate user account administration and audit logs, and to provide technical support. |
Purpose(s) of the data transfer and further processing | To enable use of Data Importer’s software by Data Exporter. |
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period | The duration of the term stated in the contract by way of which software is licensed to the Data Exporter by the Data Importer. |
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing | To provide web application hosting and support throughout the term as stated above. |
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13 | The supervisory authority applicable to the Data Exporter, its representative, or if neither are a |
Measures of pseudonymisation and encryption of personal data
| – Storage encryption services used provide encryption at rest. All Personal Data is encrypted automatically when written to disk using (at minimum) 256-bit AES encryption. – Personal Data are encrypted during transmission using up-to-date versions of TLS and other security protocols (HTTPS) with strong encryption algorithms and keys. -Access to systems processing Personal Data is made via secure VPN channels and networks are protected by securely configured firewalls/application gateways |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
| -Vendavo users have unique login credentials, Multi factor authentication is required, and complex passwords and lock-out session settings are enforced. -Access to systems is made via secured VPN channels and perimeter networks are protected by securely configured firewalls/application gateways. -IP whitelisting is used to ensure only customer IP’s can access the subscribed Vendavo services. -Controlling access to customer Personal Data via role-based access controls (RBAC) in line with the security principle of “least privilege”. Only authorised Administrators have access to systems processing personal data in line with their job responsibilities. -Authorization of access rights by system owner as well as monitoring and logging. -Ongoing review of user accounts and assigned privileges. – Use of integrity checks to monitor the completeness and correctness of the transfer of data (e.g. SFTP) & Web application interface input validation checks and error handling. – Vendavo maintains full capacity disaster recovery (DR) sites and annually tests its DR plan. – Global and redundant service infrastructure that is set up with full disaster recovery sites leveraging leading cloud providers. – Constantly evaluating data center providers to optimize performance, in regard to bandwidth, latency and disaster recovery isolation. |
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
| – Geographic-Redundant attached storage is used for daily backups. Full Database Backups are currently being taken daily, with the inclusion of archive/incremental logs every 15min to reduce the time it takes to restore the database in the event of a failure – Vendavo maintains full capacity disaster recovery (DR) sites and annually tests its DR plan where RTO’s and RPO’s are specified. – Global and redundant service infrastructure that is set up with full disaster recovery sites leveraging leading cloud providers. |
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
| Vendavo does not access Customer Personal Data, except to provide services to the Customer which Vendavo is obligated to perform in support of the Customer experience as required by law, or on request by Customer. Vendavo has implemented suitable measures to monitor access restrictions of Vendavo’s system administrators and to ensure that they act in accordance with instructions received. Annual independent third-party attestations are done to validate the operating effectiveness of technical organisational measures implemented by Vendavo Cloud. Attestation standards Vendavo Cloud is assessed against and has achieved includes SOC I Type II, SOC II Type II and ISO 27001/2). Vendavo is also GDPR compliant. |
Measures for user identification and authorisation | -Vendavo users have unique login credentials, Multi factor authentication is required, and complex passwords and lock-out session settings are enforced. -Controlling access to customer Personal Data via role-based access controls (RBAC) in line with the security principle of “least privilege”. Only authorised Administrators have access to systems processing customer Personal Data in line with their job responsibilities. -Authorization of access rights by system owner(s) as well as monitoring and logging. -Ongoing review of user accounts and assigned privileges. |
Measures for the protection of data during transmission
| – Personal Data is encrypted during transmission using up-to-date versions of TLS e.g. TLS v 1.2 or higher, and other security protocols (HTTPS) with strong encryption algorithms and keys. -Access to systems is made via secured VPN channels and networks are protected by securely configured firewalls/application gateways. |
Measures for the protection of data during storage
| – Storage encryption services used provide encryption at rest. All personal data and sensitive business data are encrypted automatically when written to disk using (at minimum) 256-bit AES encryption. With HTTPS used for Client to Server Communication and Storage service encryption used for data at rest, effectively, end-to-end encryption in-transit and at-rest is exercised. |
Measures for ensuring physical security of locations at which personal data are processed
| Vendavo leverages leading cloud providers data centres which manage all aspects of physical security on behalf of Vendavo. The audit for Cloud services covers controls for data security, availability, processing integrity, and confidentiality as applicable to in-scope trust principles for each service. [Azure/AWS] has ISO27001/2, SOC 1 Type II, SOC 2 Type II, and SOC 3 certifications and reports available. |
Measures for ensuring events logging
| Vendavo Cloud Operations leverage log aggregation tool which also provides the engine for monitoring, searching, analyzing, visualizing and acting on streams of real-time data. • All Vendavo Application server logs are shipped to the aggregation tools and presented via a Web Interface for visualizing, reporting, and alerting. • Modules included are Logs, Application Performance Monitoring (APM), Security Information & Event Management (SIEM), and Infrastructure Monitoring. • Cloud native monitoring tools such as Azure Microsoft Security Center, AWS CloudTrail, CloudWatch, Config, Security Hub, Inspector & Guard Duty are also leveraged for log aggregation with the aim to detect and respond to security threats. |
Measures for ensuring system configuration, including default configuration | All Operating System hardening, Vendavo Security Policies and Security benchmarks from the Center of Internet Standards, industry best practices and recommendations are baked into the pipeline to ensure servers and environments are secure during the provisioning process from the onset. |
Measures for internal IT and IT security governance and management | Vendavo has an Information Security Council which is overall accountable for information security across Vendavo. The Committee must meet no less than once per quarter to review the current status of information security within the organization, review and monitor material security incidents, approve material information security policy changes, and perform other necessary information security stewardship activities. The Vendavo Information Security Council is responsible for the review and approval of information security policy, standards, assessments, procedures, oversight and other guidance developed by the Information Security Office. The Committee/Council represents business, finance, legal, Information Technology, Information Security, Human Resources and management interests of Vendavo, and provides a forum for the cross-functional identification and resolution of security issues, endorsement of security strategies and review of significant exceptions to information security policy. Organisational structures are in place. |
Measures for certification/assurance of processes and products | Annual independent third-party attestations are done to validate the operating effectiveness of technical organisational measures implemented by Vendavo Cloud. Attestation standards Vendavo Cloud is assessed against and has achieved include SOC I Type II, SOC 2 Type II and ISO 27001/2). Vendavo is also GDPR compliant. |
Measures for ensuring data minimisation | Vendavo does not access Customer Personal Data, except to provide services to the Customer which Vendavo is obligated to perform in support of the Customer experience as required by law, or on request by Customer. Customer data obtained is very minimal and is very limited and not sensitive in nature. Information collected for setting up customer applications by authorised Vendavo Administrators is limited to business contact information, username and business IP address. |
Measures for ensuring data quality
| – Use of integrity checks to monitor the completeness and correctness of the transfer of data (e.g. SFTP) – OWASP and CLASP Secure development methodologies are used in the internal development of Vendavo web applications and ensures that input & validation checks and error handling mechanisms are in place to ensure the quality of data entered into systems and secure operation of applications. |
Measures for ensuring limited data retention | All DB backups are configured to a minimum of 30-days retention policy In the event of Termination of services and Disposal of Data automated and secure erasure of data is in place and is utilized 60days from contract termination (Note: Data deletion period can be adjusted per customer requirement). |
Measures for ensuring accountability | See “Measures for internal IT and IT security governance and management” above. |
Measures for allowing data portability and ensuring erasure | Vendavo does not access Customer Personal Data, except to provide services to the Customer which Vendavo is obligated to perform in support of the Customer experience as required by law, or on request by Customer. Vendavo leverages leading cloud providers who have implemented portable data mechanisms. In the event of Termination of services and Disposal of Data automated and secure erasure of data is in place and is utilized 60days from contract termination (Note: Data deletion period can be adjusted per customer requirement). |
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter:
Anthropic | Both the same technical and organizational measures set forth in Annex II above and Anthropic’s specific measures as documented here: https://www.anthropic.com/legal/data-processing-addendum |
Atlassian | Both the same technical and organizational measures set forth in Annex II above and Atlassian’s specific measures as documented here: https://www.atlassian.com/legal/data-processing-addendum |
Amazon Web Services (AWS) | Both the same technical and organizational measures set forth in Annex II above and AWS’ specific measures as documented here: https://d1.awsstatic.com/legal/aws-gdpr/AWS_GDPR_DPA.pdf |
Microsoft Azure | Both the same technical and organizational measures set forth in Annex II above and MS Azure’s specific measures as documented here: https://www.microsoft.com/licensing/docs/view/Microsoft-Products-and-Services-Data-Protection-Addendum-DPA |
Salesforce | Both the same technical and organizational measures set forth in Annex II above and Salesforce’s specific measures as documented here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/data-processing-addendum.pdf |
The controller has authorized the use of the following sub-processors:
1. | Name: | Anthropic, Inc. |
Address: | 548 Market Street, PMB 90375, San Francisco, CA 94104 | |
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): | Large language AI processing model | |
Applicable Vendavo products: | Agentic AI Services | |
2. | Name: | Atlassian |
Address: | Level 6, 341 George Street, Sydney NSW 2000 Australia | |
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): | Customer Support Process | |
Applicable Vendavo products: | All products | |
3. | Name: | Amazon Web Services (AWS) |
Address: | Site determined by agreement with data exporter | |
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): | Data ingestion and access management integration; data hosting | |
Applicable Vendavo products: | All products | |
4. | Name: | Microsoft Azure |
Address: | Site determined by agreement with data exporter | |
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): | Web application hosting | |
Applicable Vendavo products: | VPP, EPS, CPQ | |
5. | Name: | SalesForce |
Address: | The Landmark @ One Market Street, Suite 300, San Francisco, CA 94105 | |
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): | Customer Support process | |
Applicable Vendavo products: | All products |
