Terms of Service

Precoro Inc.

Last revised: August 2024

1. Definitions

We use the following terms in our Terms and Conditions:

1.1. “Additional Service” means a Service or an upgrade to the Platform developed by Precoro according to a separate written individual request of a User sent to Precoro that is ordered by the Customer and provided by Precoro in accordance with these Terms and such individual request, and which invokes additional fees payable by the Customer in addition to its fees under the Payment Plan. Fees for Additional Services are agreed upon individually. In any case, Precoro reserves the right to unilaterally terminate the provision of AdditionalServices at any given time without providing reasons to do so.
1.2. When we refer to “Precoro”,or we use pronouns like “we,” “us,” or “our,” we are referring to Precoro, Inc as well as its parents, affiliates, and subsidiaries, our Website, or our Service.
1.3. “Concierge Setup“ is an additional service which means all implementation and training services for which fees begin to be charged after your Precoro Account is fully set up, but in any case, no later than thirty (30) days after Precoro has started setting up your Precoro Account.
1.4. “Customer” means a legal entity that has Users visiting, browsing, accessing, downloading, installing, or otherwise using the Platform.
1.5. “Customer Data” refers to any data, information, content, records, and files that a Customer (or any of its Users) loads, receives through, transmits to, or enters into the Platform or otherwise provides to Precoro, including any and all intellectual property rights in any of the foregoing.
1.6 “Misuse“ means any actions which will cause financial and reputational losses or damage to Precoro. Nobody must use the Services: i) to make any form of communications in breach of privacy or any other rights; ii) to send and receive data in such a way or in such amount so as to adversely affect the network (or any part of it) which underpins any Service or to adversely affect our other customers of our suppliers; iii) for the carrying out of fraud, an unlawful activity or a criminal offence or in a way which does not comply with of any legislation; iv) in a way that does not comply with any instruction given by Precoro. Misuse also includes creating multiple or false profiles, infringing any intellectual property rights, violating any of the terms and conditions of these Terms, or any other behaviour that Precoro, in its sole direction, deems contrary to its purpose.
1.7. “Party” or “Parties” means the Company and/or the Customer.
1.8. “Payment Plan” is a regular tariff that indicates a fee for each User and the minimum quantity of Users and shall be chosen and paid by the Customer on a regular basis according to the Terms.
1.9. “Platform” refers to (i) the software, hardware, and systems used by Precoro to host and make the Services available; and (ii) the Website.
1.10. “Precoro Account” refers to a tool that is linked to a certain User and Customer via the registration process and specific information provided during the process of creating a Precoro Account, and that allows users to sign in to the Website and use the Services available therein.
1.11. “Services” refers to the services provided by Precoro via the Website and which provide streamlined procurement processes for businesses. This includes the possibility of carrying out and recording requests, approvals, purchases, receipts, and to record payments for the Customer's procurements.
1.12. “Service Agreement” refers to the document setting up a special arrangement signed or executed by electronic means (including e-mail) by the Customer and Precoro at any given time.
1.13. “Terms” refers to the Terms and Conditions that manage and govern relationships between Customer and Precoro and provision of Services.
1.14. “User” is an individual who is an employee or contractor of a Customer that is authorized by the latter to have access to and use the Platform via a Precoro Account.
1.15. “Website” refers to the website https://precoro.com, https://app.precoro.com/, and https://app.precoro.us which we use for the provision of Services.

2. Subject Matter and General Information

2.1. These Terms apply to and administer your access to and use of the Website and the Services available on it.
2.2. It is crucial that you read and understand these Terms. They contain limitations of our obligations to you, as well as restrictions and exemptions from our liability to you for damage that you may suffer as a result of creating a Precoro Account with us.
2.3. We reserve the right to amend these Terms at any time. Any amendments will become effective upon posting of the revised version on our Website. We encourage you to regularly review the Agreement for any changes. In the event that we make amendments to the Terms that substantially reduce your rights or significantly increase your responsibilities, we will provide you with prior notice of at least 30 days. Such notice will be posted on our Website and may also be sent to the email address provided by you. Notice sent by email will be considered received on the next working day following the date of sending. By continuing to access or use Precoro after the effective date of any amendments, you acknowledge your acceptance of the revised Terms.
2.4. The Company has succeeded in developing a cloud-based spend management solution for small and midsize businesses that helps automate procurement processes. The Company keeps all information in one place, which lets Users track requisitions, approvals, budgets, and orders.

3. Our Services

Creating a Precoro Account

3.1. You will need a Precoro Account to access the Services and Additional Services. Your Precoro Account lets you sign into Services.
3.2. By Creating a Precoro account, you, therefore, accept the terms associated with it. In case any of alterations or adjustments to the Terms, you hereby give your consent by continuing to use the Services after being notified of any respective changes. You agree not to use any false, inaccurate, or misleading information when signing up for your Precoro Account. You cannot transfer your Precoro Account credentials to another User, Customer, or any third party. To protect your Precoro Account, keep your Precoro Account details and password confidential. You are solely responsible for all the activity that occurs on your Precoro Account.
3.3. You must immediately notify Precoro of any actual or suspected unauthorized use of the Platform. Precoro reserves the right to suspend, deactivate, or replace any Precoro Account if it determines that it may have been used for an unauthorized purpose or in violation of these Terms.

Limitations of Use

3.4. The Customer acknowledges and agrees that he/she is responsible for all Users' compliance with these Terms and any guidelines and policies published by Precoro from time to time and all Users' activities on the Platform. Without limiting the generality of any of the foregoing, the Customer will not allow, by any means, any other person (including any User) to:
- 3.4.1. use the Platform to send, upload, collect, transmit, store, use, disclose, process or ask Precoro to obtain from third parties or perform any of the above with respect to any Customer data:
  - 3.4.1.1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  - 3.4.1.2. that the Customer or the applicable User does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display or process in any other way;
  - 3.4.1.3. that violates any applicable law or infringes violates, or otherwise embezzles the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity, etc.); or
- 3.4.2. disable, overly burden, impair or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of a service attack, etc.);
- 3.4.3. attempt to gain unauthorized access to the Platform;
- 3.4.4. use any data mining, robots, or similar data gathering or extraction methods or copy, modify, reverse engineer, reverse assemble, disassemble or decompile the Platform or any part thereof or otherwise attempt to discover any source code; except as expressly provided for in these Terms, etc.;
- 3.4.5. use the Platform for the purpose of building a similar or competitive product or service; or
- 3.4.6. use the Platform other than permitted by these Terms.
3.5. In case Precoro indicates or in any way discovers any activity or facts described in clause 3.4 above, it reserves the right to immediately suspend the use of a Precoro Account, whose Users were involved in said activity, without any notices and thus claim from the respective Customer any damages, penalties, fines or other payments suffered by Precoro (if any) as a result of said activity.
3.6. Precoro in its sole discretion may restrict, suspend or terminate the account of any User who abuses or misuses (clause 1.6.) the Services. In this case, there is no refund for Services. If a claim is made against Precoro because the Service are misused in these ways, you must indemnify us in respect of any sums we are obliged to pay and/or costs we incur.

4. Payment Terms

Balance of the Precoro Account

4.1. In order to be able to pay for the Services and use them, you need to have a positive balance of funds in your Precoro Account at all times. Replenishment of the balance is done by wire transfer or a credit card payment, or any other methods which may be clearly advertised on the Website in accordance with a relevant invoice with a sum equal to the amount of said transfer.
4.2. Services are provided on a subscription basis. Service fees are payable 100% in advance, and the subscription period starts once the complete payment for the subscription and implementation services is received from the customer by the Precoro team. You can download your invoice or pay by credit card https://app.precoro.com/manage/company/balance, https://app.precoro.us/manage/company/balance
4.3. All payment obligations pursuant to this Agreement shall remain in force at all times, and all payments are non-refundable except as otherwise provided in section 5 below.
4.4. If the balance in your Precoro Account is not enough to cover a one (1) day Services fee, it will be blocked.
4.5. The funds are credited in US dollars at the exchange rate indicated by Precoro according to Precoro’s accounting rules on the date of the invoice.

Payment for Services

4.6. We charge you for using the Services (excluding Additional Services) by debiting your Precoro Account on a monthly basis according to your Payment Plan. You must choose your Payment Plan on the Website. Charging for Additional Services is carried out according to Article 1.1., 4.17. and 4.20. of the Terms.
4.7. The amount (rounded up to two (2) decimals) to be debited from your balance is calculated by using the formula:
Cost of services Precoro = ΣN*Qa*P It means
● N — Number of users with the same Qa
● Qa — % of activity in Precoro is calculated as the percentage of the number of days for which the user has been marked "Active" to the number of days in a month and rounded to an integer.
● P is the cost of the user.
4.8. Your Precoro Account is activated after we receive your first payment for Services and Additional Services (if ordered). Following the activation of your Precoro Account, it shall be regularly and automatically debited by Precoro in accordance with your Payment Plan and terms and conditions indicated in this document unless there is a separate agreement in writing agreeing otherwise or the Concierge Setup is used in which case fees will be charged no later than thirty (30) days from the activation date. You can follow and check your balance here https://app.precoro.com/manage/company/balance or https://app.precoro.us/manage/company/balance as appropriate.
4.9. We start to charge you for using the Concierge Setup after your Precoro Account is fully set up, but in any case, no later than thirty (30) days after we kick off the Precoro Account setup.
4.10. When you add a User to your Precoro Account, and the number of added Users exceeds the minimum number of Users indicated in the Payment Plan, your balance will be debited based on the current number of Users you have.
4.11. When you add a User to your Precoro Account, and the number of added Users is less than the minimum quantity of Users indicated in the Payment Plan, your balance will be debited based on the minimum quantity of Users indicated in the Payment Plan.
4.12. Some Customers’ fees under certain Payment Plans may change from time to time when the initial number of Users increases. An automatic Payment Plan change is not available, and in order to request a change of fees in your Payment Plan, you need to contact our support team at support@precoro.com. Precoro will charge your Precoro Account for the actual number of Users in case you did not request a change of fees as required.

Suspension Policy

4.13. If there are not enough funds in your Precoro Account balance to pay for one day of using the Services, Precoro reserves the right to suspend the access of all your Users to the Precoro Account.
4.14. Users with administrative rights can access information about their balance of funds and corresponding payment history in their Precoro Account as indicated below:
- ● https://app.precoro.com/manage/company/balance/
- ● https://app.precoro.com/manage/company/withdrawal
- For US-based product:
- ● https://app.precoro.us/manage/company/balance/
- ● https://app.precoro.us/manage/company/withdrawal
4.15. We notify Users with administrative rights about the suspension of their Precoro Accounts thirty (30), ten (10) days, and one (1) day in advance before a suspension.

Fees

4.16. The Customer shall pay the fees as set out in the Payment Plan to Precoro in accordance with the payment terms specified herein and in the Payment Plan. The fees outlined in these Terms are subject to an annual adjustment based on the aggregate change in the Consumer Price Index (CPI), provided that the duration of these Terms, including any planned extensions, exceeds one year. The adjustment to the fees based on the CPI will occur on an annual basis, starting from the commencement date of these Terms. Precoro will calculate the adjusted fees by applying the percentage change in the CPI to the original fees. The adjusted fees will take effect on the anniversary of the commencement date of these Terms. Precoro will provide written notice to the Customer regarding the adjusted fees at least thirty (30) days before the anniversary date of these Terms. The notice will include the calculation methodology used to determine the adjusted fees. If the Customer disagrees with the adjusted fees, they must notify Precoro in writing within ten (10) business days from the receipt of the notice. In such a case, the parties will engage in good faith discussions to resolve the matter.
4.17. According to a Customer’s separate request, the Parties may agree upon a fee for Additional Services which are not indicated in a Payment Plan.
4.18. Precoro has the right to change its Payment Plan fees unilaterally. If such change is to the disadvantage of the Customer, Precoro shall notify the Customer in writing within thirty (30) days.

Invoicing

4.19. Precoro prepares and sends invoices of any fees that are due and payable to Customers using their contact details on file with Precoro. Unless otherwise expressly stipulated in the Payment Plan, the Customer shall pay all invoices within ten (10) calendar days of the invoice date.
4.20. Fees for Additional Services (if any) are indicated in a separate invoice.

Disputed Invoices or Charges

4.21. If the Customer believes that Precoro has charged or invoiced them incorrectly, they must contact Precoro no later than thirty (30) days after having been charged, especially if the Customer has received an invoice in which an error or problem appeared, in order to receive an adjustment or credit, if applicable. In the event of a dispute, the Customer shall pay any disputed amounts in accordance with the payment terms indicated herein, and all parties included will discuss the disputed amounts in good faith in order to resolve the dispute.

Late Payment

4.22. Precoro reserves the right to suspend the Customer’s access to the Services until all due amounts are paid in full.

Certain Taxes

4.23. The Fees set out in these Terms do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property, or any other taxes in any and all jurisdictions, and all applicable duties, tariffs, assessments, export, and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms, and the Customer pays, indemnifies and holds Precoro harmless from same, other than taxes based on the net income or profits of Precoro.

5. Refund Policy

5.1. Precoro represents and warrants to the Customer that during the Term's validity period, the functionality of the Platform and Services at the time of the Payment Plan shall not materially decrease.
5.2. To submit a warranty claim under this Section, the Customer shall:
- 5.2.1. reference this Section, and
- 5.2.2. submit a support request in writing asking to resolve a material decrease in functionality. If the material decrease in functionality persists without relief for more than thirty (30) days after a warranty claim has been provided to Precoro under this Section, then the Customer may receive a refund of any prepaid, unused Services' fees paid by the Customer for the unused period of any Services where the material decrease has taken place. Notwithstanding the foregoing, this warranty shall not apply to any deficiency due to any modification or defect made or caused by someone other than Precoro.

6. Our Responsibility to You

6.1. Subject to the Customer's compliance according to these Terms, Precoro will make the Platform available to the Customer on the terms and conditions set out in these Terms.
6.2. Precoro may, at its discretion and without any notice:
- 6.2.1. suspend, terminate, or limit the Customer's access to or use of the Precoro Account or the Platform or any component thereof; or
- 6.2.2. modify the Platform without notice or approval of Customers and/or Users.
6.3. Precoro will use commercially reasonable efforts to provide reasonable advance notice of such a suspension, termination, or limitation.

Availability Control

6.4. The data center provider of Precoro works with commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
6.5. Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores twice a day and replicated across several data centers and availability zones.
6.6. Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using industry-standard methods.
6.7. The Precoro product is designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with the goal of preventing single points of failure. This design assists Precoro operations in maintaining and updating the product applications and backend while limiting downtime.

7. Exclusion of liability

7.1. We will not be liable to you if you do not let us know about an incorrectly executed Service within thirty (30) days after the date of the Service.
7.2. We also hold no liability under these Terms if we fail to perform or incorrectly implement the Service where the reason for this was due to events outside of our control or our statutory obligations.
7.3. We do not assume liability for damage that is due to any unusual and unforeseeable events over which the Company has no control and whose consequences, despite exercising due care, the Company could not have avoided. This equally applies to cases in which the Company is bound by any orders under State of Delaware legislation, national, court, or administrative orders stating otherwise.
7.4. We do not exclude or limit in any way our liability to you where it would be unlawful to do so.

8. Intellectual Property

8.1. The content of the Websites as well as the Precoro software, unless noted otherwise, are intellectual property and copyrighted works of the Company. All rights, titles, and interests not expressly granted with respect to the content and the software used in the Website as well as for the provision of the Services are reserved. The “Precoro” logotype is the registered trademark, and all rights are reserved. It cannot be used by any third party unless expressly authorized in writing by the Company.
8.2. All rights, title, and interest in the Property will remain with Precoro and are not “sold” to the Customer. Precoro expressly reserves all rights, title, and interest in, and the Customer will not acquire any right, title, or interest to the Platform (including software or any part thereof) and any other materials or content provided by Precoro under these Terms, including any and all modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations and results from processing in any form or medium to any of the foregoing.
8.3. Precoro shall be entitled to use Customer's trademarks and brands for the purpose of promotion, advertisement, and marketing.

9. Privacy and Confidentiality

9.1 Your privacy is important to us. Please read the Precoro Privacy Policy as it describes the types of data we collect from you and your devices, how we use your data, and the legal grounds we have to process your data. Where the processing is based on consent and to the extent permitted by law, by agreeing to these Terms, you agree to the Company's collection, use, and disclosure of your content and data as described in the Privacy Policy. In some cases, we will provide separate notice and request your permission as referenced in the Privacy Policy.
9.2. If any cooperation or interaction between the client and the company is subject to the General Data Protection Regulation (GDPR), both parties commit to adhering to all GDPR requirements to ensure the protection and privacy of personal data. To this end, the Standard Contractual Clauses (SCCs) set forth as part of the Data Protection Agreement shall apply. These clauses are intended to provide appropriate safeguards for data transfers between the client and the company, ensuring that personal data is processed in compliance with GDPR standards, irrespective of the data's location or storage.

10. Data Deletion

10.1. Customer Data is stored no longer than one year after the termination unless otherwise is not requested by any applicable laws.

11. Term, Termination

11.1. These Terms shall be enforced upon creating a Precoro Account and are valid for the whole period of existence of such an account unless otherwise not explicitly stated in the Payment Plan or any other instrument in writing signed by both Precoro and the Customer.
11.2. Precoro may terminate these Terms or exclude a Customer from it at any time by providing advance written notice of not less than thirty (30) days to the Customer.
11.3. After the initial subscription - the period of existence of Precoro Account, these Terms shall be deemed renewed automatically each year for successive one-year terms unless Precoro or the Customer terminates the Terms in accordance with Section 11.2, 11.3, 11.4 of these Terms. The Customer may withdraw from these Terms for their own convenience by providing written notice at least thirty (30) days in advance via email at support@precoro.com. These Terms will be terminated at the end of the applicable renewal period following such notice. The Customer has no right to withdraw from these Terms if there are any debts or financial obligations pertaining to Precoro until any such obligations or debts are settled.
11.4. Either Party has the right to, in addition to other remedies, suspend or terminate these Terms if one Party commits a material breach of any provision of these Terms and fails to resolve said breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion within fourteen (14) days after a receipt of a notice of such a breach.

12. Force Majeure

12.1. Neither party shall be liable for failure to perform its obligations under the Agreement if the failure results from circumstances beyond that party's reasonable control; provided, however, that in order to avail itself of the excuse from performance under this Section, the party seeking such excuse must demonstrate diligence in notifying the other party and in attempting to remedy any such supervening conditions. The time of performance of either party's obligations hereunder shall be extended by the time period reasonably necessary to overcome the effects of such circumstances, provided, however, that if such circumstances continue beyond sixty (60) days, the party awaiting performance may cancel the affected Purchase Order without being obligated to compensate the other Party.

13. Miscellaneous

13.1. You may not transfer or assign any rights or obligations you have under these Terms without the Company's prior written consent. The Company may transfer or assign these Terms or any right or obligation hereunder at any time.
13.2. The Company Services are provided “as-is” and without any representation or warranty, whether express, implied, or statutory. The Company specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
13.3. Precoro may change its contact information by posting the new contact information on its Website or by advising the Customer beforehand. The Customer is solely responsible for keeping its contact information up to date with Precoro via the Platform at all times during the validity of the Terms, and this information may be treated by Precoro as official.
13.4. Neither party to these Terms will be liable for delays caused by any event or circumstances beyond reasonable control, including acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems (other than those involving Precoro employees), Internet service provider failures or delays, or the unavailability or modification by third parties of third-party websites/services.
13.5. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from these Terms, and all other provisions of these Terms will remain in full force and effect.
13.6. The Customer's relationship with Precoro is that of an independent contractor, and neither Party is an agent or partner of the other. The Customer has no right to represent any third party with authority to act on behalf of Precoro.
13.7. The Customer will gain access to Precoro technical support twenty-four (24) hours a day from Monday to Friday via email at support@precoro.com or via the Precoro Website.
13.8. These Terms and any action related thereto will be governed by and construed in accordance with the substantive laws of the State Delaware. Should it be impossible to resolve the dispute by means of negotiations, any dispute, controversy, or claim arising out of or in connection with these Terms, including any questions regarding its existence, validity, or terminations, shall be referred to and finally resolved by an appropriate court of the State Delaware under its rules which are deemed to be incorporated in reference to this clause.

Data Processing Agreement

Last revised: August 2024

This Data Processing Agreement (DPA) and its Annexes (the “Agreement”) is an addendum to the Terms of Service (“Principal Agreement”) between the Company (or/and the “Data Processor”) and the Customer (the “Data Controller”). All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

I. Preamble

1. The Agreement sets out the rights and obligations of the Data Controller and the Company (the Data Processor), when processing personal data on behalf of the Data Controller.
2. The Agreement has been designed to ensure the parties’ compliance with Article 28(3) of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data and repealing Directive 95/46/EC GDPR.
3. In the context of the provision of Services, the Company will process personal data on behalf of the Data Controller in accordance with the Agreement.
4. The Agreement shall take priority over any similar provisions contained in other agreements between the parties.

II. The Rights and Obligations of the Data Controller

1. The Data Controller is responsible for ensuring that the processing of Personal Data takes place in compliance with the GDPR, the applicable EU or Member State data protection provisions, and the Agreement.
2. The Data Controller has the right and obligation to make decisions about the purposes and means of the processing of personal data.
3. The Data Controller shall be responsible, among others, for ensuring that the processing of personal data, which the Company is instructed to perform, has a legal basis.

III. Processing of Personal Data

1. Company shall:
- 1.1. comply with all applicable data protection laws in the processing of personal data; and
- 1.2. not process personal data other than on the relevant Data Controller’s documented instructions.
2. The Data Controller instructs Company to process personal data.
3. Company shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any sub-processor who may have access to the Data Controller’s personal data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant the Data Controller’ personal data, as strictly necessary for the purposes of the Principal Agreement, and to comply with applicable laws in the context of that individual’s duties to the sub-processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

IV. Confidentiality

1. The Company shall only grant access to the personal data being processed on behalf of the Data Controller to persons under the Company’s authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need-to-know basis. The list of persons to whom access has been granted shall be kept under periodic review. On the basis of this review, such access to personal data can be withdrawn if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.
2. The Company shall, at the request of the Data Controller, demonstrate that the concerned persons under the Company’s authority are subject to the abovementioned confidentiality.

V. Security of Processing

1. Article 32 GDPR stipulates that taking into account state of the art, the costs of implementation and the nature, scope, context, and purposes of the processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Data Controller and Company shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
2. The Data Controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks.
3. Depending on their relevance, the measures may include the following:
- a) Pseudonymisation and encryption of personal data;
- b) the ability to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
- c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
- d) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
4. According to Article 32 GDPR, the Company shall also – independently from the Data Controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the Data Controller shall provide the Company with all information necessary to identify and evaluate such risks.
5. Furthermore, the Company shall assist the Data Controller in ensuring compliance with the Data Controller’s obligations pursuant to Articles 32 GDPR by inter alia providing the Data Controller with information concerning the technical and organizational measures already implemented by the Company pursuant to Article 32 GDPR along with all other information necessary for the Data Controller to comply with the Data Controller’s obligation under Article 32 GDPR.

VI. Use of Sub-processors

1. Customer agrees that the Company may engage sub-processors to process personal data on Customer's behalf in accordance with applicable law. A current list of the Company sub-processors may be found at https://precoro.com/privacy Customer acknowledges and agrees to the engagement of the third parties listed on the sub-processor page as sub-processors in connection with the provision of the Services under this Agreement.
2. Where Company engages a sub-processor, Company will enter into a Data Processing Agreement with the sub-processor that imposes on the sub-processor at least the same level of protection that apply to Company under this Agreement.
3. If the Company engages a sub-processor in a country outside the European Economic Area that is not recognized by the European Commission as providing an adequate level of protection for personal data, then Company shall, in advance of any transfer of personal data to sub-processor, take steps to ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.
4. Company shall provide Customer reasonable advance notice (for which email shall suffice) if it adds or removes sub-processors. Customer may object in writing to Company’s appointment of a new sub-processor on reasonable grounds relating to data protection by notifying Company promptly in writing within five (5) calendar days of receipt of Company’s notice. Such notice shall explain the reasonable grounds for the objection. In such an event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If this is not possible, either party may terminate the applicable Services that cannot be provided by Company without the use of the objected-to-new sub-processor.

VII. Transfer of Data to Third Countries or International Organisations

1. Any transfer of personal data to third countries or international organizations by the Company shall only occur on the basis of documented instructions from the Data Controller and shall always take place in compliance with Chapter V GDPR.
2. In case transfers to third countries or international organizations, which the Company has not been instructed to perform by the Data Controller, is required under EU or Member State law to which the Company is subject, the Company shall inform the Data Controller of that legal requirement prior to processing unless that law prohibits such information on important grounds of public interest.

VIII. Assistance to the Data Controller

1. Taking into account the nature of the processing, the Company shall assist the data controller by appropriate technical and organizational measures, insofar as this is possible, in the fulfillment of the Data Controller’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR.
- a) the right to be informed when collecting personal data from the data subject
- b) the right to be informed when personal data have not been obtained from the data subject
- c) the right of access by the data subject
- d) the right to rectification
- e) the right to erasure (‘the right to be forgotten’)
- f) the right to restriction of processing
- g) notification obligation regarding rectification or erasure of personal data or restriction of processing
- h) the right to data portability
- i) the right to object
- j) the right not to be subject to a decision based solely on automated processing, including profiling.

IX. Notification of Personal Data Breach

1. The Company shall notify the Data Controller without undue delay upon Company becoming aware of a personal data breach affecting the Data Controller's personal data, providing the Data Controller with sufficient information to allow the Data Controller to meet any obligations to report or inform data subjects of the personal data breach under the data protection laws.
2. The Company shall co-operate with the Data Controller and take reasonable commercial steps as directed by the Data Controller to assist in the investigation, mitigation, and remediation of each such personal data breach.

X. Erasure and Return of Data

1. Subject to this section X, the Company shall promptly and in any event, within 10 business days of the date of cessation of any Services involving the processing of the Data Controller's personal data (the “Cessation Date”), delete and procure the deletion of all copies of those the Data Controller personal data.

XI. Audit and Inspection

1. Subject to this section XI, Company shall make available to the Data Controller on request all information necessary to demonstrate compliance with this Agreement and shall allow for and contribute to audits, including inspections, by the Data Controller or an auditor mandated by the Data Controller in relation to the processing of the Data Controller personal data by the sub-processors.
2. The Company shall be required to provide the supervisory authorities, which pursuant to applicable legislation have access to the Data Controller’s and the Company’s facilities, or representatives acting on behalf of such supervisory authorities, with access to the Company’s physical facilities on presentation of appropriate identification.

XII. The Parties' Agreement on Other Terms

1. The parties may agree on other clauses concerning the provision of the personal data processing service specifying e.g., liability, as long as they do not contradict directly or indirectly the Agreement or prejudice the fundamental rights or freedoms of the data subject and the protection afforded by the GDPR.

XIII. General Terms

1. Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post, or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the parties changing address.
2. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Delaware.
3. Any dispute arising in connection with this Agreement, which the parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of the State of Delaware.

IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below

ANNEX

STANDARD CONTRACTUAL CLAUSES

SECTION I

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) 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 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
- (iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
- (iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
- (v) Clause 13;
- (vi) Clause 15.1(c), (d) and (e);
- (vii) Clause 16(e);
- (viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(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 7 - Optional. Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8. Data protection safeguards

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

MODULE TWO: Transfer controller to processor

(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 one month 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 subjects. 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

MODULE TWO: Transfer controller to processor

(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

MODULE TWO: Transfer controller to processor

(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

MODULE TWO: Transfer controller to processor

(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

MODULE TWO: Transfer controller to processor

(a) 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.
(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.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14. Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor

(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 safeguards;
- (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.
(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 [for Module Three: the controller or] 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 authority/ies, 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.

SECTION IV – FINAL PROVISIONS

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 of 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

MODULE TWO: Transfer controller to processor

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 of Lithuania.

Clause 18. Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(f) The Parties agree that those shall be the courts of Lithuania.
(g) 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.
(h) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A. LIST OF PARTIES
- Data exporter(s): As per signed Service Agreement, Order Form or equivalent engagement agreement.
- Data importer(s): As per signed Service Agreement, Order Form or equivalent engagement agreement.
B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred
- • Controller’s employees
- • Controller’s suppliers
Categories of personal data transferred
- • Log files, which contain information about a users’ IT system, a user’s IP address, browser type, domain names, internet service provider (ISP), the pages viewed on our site, operating system, access times, and referring website addresses
- • Name, Surname
- • Job title
- • Phone number
- • Email address
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.

N/A

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Continuous basis

Nature of the processing
- • Monitoring activities
- • Support and Maintenance
- • Authorization and Authentication of system users
- • Analytics of system usage needed for analyzing the quality of services provisioning
- • Other technical activities needed to perform services as per the Purchase Order, Service Agreement, Order Form or other equivalent engagement agreement.
Purpose(s) of the data transfer and further processing
- • to provide, operate, and maintain services
- • to improve, analyze, personalize, and services
- • to contact Precoro for support
- • to store end-user data
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

One year after the end of the contract

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
The list of actual sub-processors may be found in the Privacy Policy
C. COMPETENT SUPERVISORY AUTHORITY

Lithuanian Supervisory Authority

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

2.1.1 Organization of Information Security
- a) Security Ownership. The Data Processor has appointed an information security officer responsible for coordinating and monitoring the security rules and procedures.
- b) Security Roles and Responsibilities. The Data Processor personnel with access to personnel data are subject to confidentiality obligations.
2.1.2 Human Resources Security
- a) General. The Data Processor informs its personnel about relevant security procedures and their respective roles. The Data Processor also informs its personnel of the possible consequences of breaching its security policies and procedures. Employees who violate security policies may be subject to disciplinary action, up to and including termination of employment. A violation of this policy by a temporary worker or contractor may result in the termination of his or her contract or assignment with the Data Processor.
- b) Training. The Data Processor personnel with access to personal data receive:
  - I. annual mandatory training regarding privacy and security procedures for the Services to aid in the prevention of unauthorized use (or inadvertent disclosure) of personal data;
  - II. annual training regarding effectively responding to security events;
  - III. training is regularly reinforced through refresher training courses, emails, posters, notice boards, and other training materials.
2.1.3 Device Management
- a) Devices. Data Processor personnel use trusted devices/corporate desktops and laptops, and corresponding controls are applied to non-enrolled devices. A full suite of anti-malware products is operated in real-time on all Data Processor’s servers and computers.
- b) Removable Media. Where necessary, removable media ports are restricted from being connected to media without prior authorization.
- c) Software. New software is installed and tested on isolated systems to prevent the infection of live operating systems.
- d) Updating. All software including the operating system and the anti-malware software on the machines is updated and patched frequently.
2.1.4 Personnel Access Controls
- a) Access Policy. An access control policy is established, documented, and reviewed based on business and information security requirements.
- b) Access Recordkeeping. The Data Processor maintains a record of security privileges of its personnel that have access to personal data, networks, and network services.
- c) Access Authorization.
- d) Updating. All software including the operating system and the anti-malware software on the machines is updated and patched frequently.
- I. The Data Processor has data access policies that implement the following:
- II. The Data Processor has password policies that follow industry best practices with password length/complexity requirements.
2.1.5 Cryptography
- a. Cryptographic controls:
  - I. The Data Processor maintains policies on the use of cryptographic controls based on assessed risks.
  - II. The Data Processor ensures that the used cryptographic standards adhere to industry standards.
- b. Key management.
  There are measures for managing keys and digital certificates included in cryptographic controls policies.
- 2.1.6 Physical and Environmental Security
  - a. Physical Access to Facilities
    - I. The Data Processor limits access to its facilities where systems that process personal data are located to authorized individuals.
    - II. A security alarm system or other appropriate security measures are in place to provide alerts of security intrusions.
  - b. Protection from Disruptions.
    - I. Data Processor’s facilities are designed in a way that safeguards confidential information and assets;
    - II. Equipment is protected to reduce risks from unauthorized access, environmental threats, and hazards;
    - III. Equipment is protected from power supply interruption and other disruptions caused by failures in supporting utilities;
    - IV. Power and telecommunications cabling carrying data or supporting information services are protected from interception or damage; and
    - V. Equipment is correctly maintained to help ensure the availability and integrity of confidential information and assets.
  - 2.1.7 Operations Security
    - a. The Data Processor maintains policies describing its security measures and the relevant procedures and responsibilities of its personnel who have access to personal data and to its systems and networks.
    - b. Timely update. The Data Processor continues to update its operational processes, procedures, and/or practices in a timely manner to ensure that they are effective against the latest threats discovered.
    - c. Mobile Devices. When mobile devices are used to access personal data, they are managed according to the Endpoint Protection Policy. In this case, Data Processors’ personnel follow the general code of conduct, recognizing the need to protect accessed data. Technical measures described in p.2.1.3 fully apply to mobile device protection.
    - d. Backup. Backup recovery media, where possible, is kept in an encrypted format.
    - 2.1.8 Communications Security and Data Transfer
      - a. Network policies. The Data Processor has network policies that implement the following:
        
        I. Segregation and filtering of traffic between the Internet and Corporate Zones and between different Corporate Zones;
        
        II. Intrusion detection capability;
        
        III. Access control and password policies on network devices.
      - 2.1.9 System Acquisition, Development, and Maintenance
        
        a) Security Requirements. The Data Processor has adopted security requirements for the purchase or development of information systems, including for application services delivered through public networks.
        
        b) Change management. The Data Processor has a formal process for making changes in IT services and infrastructure systems that ensures that all changes are made in a thoughtful way to minimize negative impact to services and clients.
      - 2.1.10 Information Security Incident Management
        
        a) Response Process. The Data Processor has a robust incident handling and response process that includes the containment of threats, investigation, recovery, and restoration of services. The Data Processor maintains a record of information security breaches with a description of the breach, the severity of the incident, the name of the reporter and to whom the breach was reported, and the procedure for recovering data.
        
        b) Reporting. The Data Processor will report within 24 hours to the Data Controller any security incident that has resulted in a loss, misuse, or unauthorized acquisition of personal data processed under this agreement.
      - 2.1.11 Information Security Aspects of Business Continuity Management
        
        a) Planning. The Data Processor maintains business continuity and disaster recovery plans for the facilities in which the Data Processor information systems that process personal data are located.
        
        b) Data Recovery. The Data Processor’s redundant storage and its procedures for recovering data are designed to attempt to reconstruct personal in its original state from before the time it was lost or destroyed.
      - 2.1.12 Annual Audit
        
        Data Processor maintains current independent verification of the effectiveness of its technical and organizational security measures (e.g., SOC2 Type 1 or Type 2, or other relevant industry-recognized independent security review report.) The independent information security review is performed at least annually.
        
        3. Data Retention Period/Data Erasure Procedures
        Personal data is being stored for the period of services provision and no longer than 1 year after termination of the contract unless otherwise required by applicable legislation.
        
        4. Instructions on Transfer of Personal Data to a Third Country or International Organisations
        
        The Data Processor shall only disclose the personal data to a third party on documented instructions from the Data Controller. In addition, the data may only be disclosed to a third party located outside the European Union (4) (in the same country as the Data Processor 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 defense 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 Processor with all the other safeguards under these Clauses, in particular purpose limitation.