Data Processing Agreement

Updated 17th February 2023

1. Definitions

Unless defined in the TOS, all capitalized terms used in this Agreement will have the following meanings:

  1. Agreement: means this Data Processing Agreement.
  2. Data Controller, Data Processor, Data Security Breach, Data Subject, Personal Data and Processing: have the meaning given in the GDPR.
  3. Sub-Processor: means any Data Processor appointed by Captain Data.
  4. Supervisory Authority: has the meaning given in the GDPR and shall be the French data protection authority “Commission Nationale de l'Informatique et des Libertés” or “CNIL” for the purpose of this Agreement.

2. ROLE OF THE PARTIES AND PURPOSE OF THE PROCESSING

2.1. Client is the Data Controller and Captain Data is the Data Processor with respect to the Processing detailed in this Agreement and Appendix 1 in particular.

2.2. Data Processor processes Personal Data on behalf of Data Controller in order to provide Data Controller with the Services ordered under the TOS.

3. OBLIGATIONS OF DATA PROCESSOR

3.1 The Parties agree that the subject-matter and duration of Processing performed by Data Processor under this Agreement, the nature and purpose of Processing, the type of Personal Data, and categories of Data Subjects, are as described in this Agreement and in Appendix 1.

3.2 For clarification purposes, the obligations of Data Processor under this Agreement are best efforts obligations. As part of the provision of the Services by Data Processor to Data Controller under the TOS, Data Processor makes the following commitments:

(i) Data Processor shall process Personal Data only on Data Controller's documented instructions as set out in the TOS and this Agreement or as otherwise necessary to provide the Services. In this regard, such instructions may be provided by Data Controller to Data Processor by email, or via the use of the Services. Such obligation provided at this point (i) will not apply where required otherwise by Data Protection Laws and Regulations; in such case, Data Processor shall inform Data Controller of that legal obligation upon becoming aware of it, unless prohibited by law for important public interest grounds;

(ii) Data Processor shall ensure that Data Processor staff members have committed themselves to confidentiality of Personal Data and that Sub-Processors are under confidentiality obligations not less protective than those provided for in the TOS;

(iii) Taking into account the state-of-the-art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Data Processor shall implement and maintain appropriate technical and organizational measures to protect Personal Data from any Data Security Breach;

(iv) Taking into account the nature of the Processing and the information available to Data Processor, this latter shall provide Data Controller with commercially reasonable assistance to implement and maintain appropriate technical and organizational measures to protect Personal Data against any Data Security Breach; such measures shall also 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 of varying likelihood and severity for the rights and freedoms of natural persons;

(v) Taking into account the nature of the Processing and the information available to Data Processor, this latter shall notify Data Controller without undue delay and where feasible not later than seventy-two (72) hours after having become aware of a Data Security Breach; if necessary, Data Processor shall provide Data Controller with commercially reasonable assistance to mitigate or remediate the Data Security Breach.

(vi) Such obligation of notification to Data Controller will not apply to Data Processor if the Data Security Breach is unlikely to result in a risk for the rights and freedoms of natural persons.

(vii) Notification of any Data Security Breach will be delivered by email;

(viii) Upon Data Controller’s written request, taking into account the nature of the Processing and the information available to Data Processor, this latter shall provide Data Controller with commercially reasonable assistance with respect to Data Controller’s compliance with its obligation to communicate the Data Security Breach to Data Subjects, when required by Data Protection Laws and Regulations;

(ix) Captain Data has no obligation to assess Client Data in order to identify if they are subject to any specific legal requirements.

(x) Captain Data’s notification of or response to a Data Security Breach under this Section 3 will not be construed as an acknowledgement by Captain Data of any fault or liability with respect to the Data Security Breach.

(xi) Without prejudice to Captain Data’s obligations under this Section, and elsewhere in the Agreement, Data Controller is responsible for its use of the Services and its storage of any copies of Client Data outside Captain Data’s or Captain Data’s Subprocessors’ systems, including: (a) ensuring a level of security appropriate to the risk to the Client Data when using the service; (b) securing the account authentication credentials, systems and devices Client uses to access the Services; and (c) backing up or retaining copies of Client Data as appropriate;

(xii) Upon Data Controller’s written request, taking into account the nature of the Processing and the information available to Data Processor, this latter shall provide Data Controller with commercially reasonable assistance to conduct a data protection impact assessment, when required by Data Protection Laws and Regulations;

(xiii) Upon Data Controller’s written request, taking into account the nature of the Processing and the information available to Data Processor, this latter shall provide Data Controller with commercially reasonable assistance to conduct a prior consultation with a Supervisory Authority when required by Data Protection Laws and Regulations;

(xiv) Taking into account the nature of the Processing, Data Processor shall provide Data Controller with commercially reasonable assistance (by appropriate technical and organizational measures) with respect to the fulfillment of Data Controller’s obligation to respond to requests from Data Subjects to exercise their rights under the Data Protection Laws and Regulations (a “Data Subject Request”). In the event Data Processor receives a Data Subject Request directly from a Data Subject, it shall (unless prohibited by law) direct the Data Subject to the Data Controller in the first instance. Data Controller will be responsible for responding to any such request.

(xv) However, in the event Data Controller is unable to address the Data Subject Request, taking into account the nature of the Processing and the information available to Data Processor and on Data Controller’s request, Data Processor, shall address the Data Subject Request, as required under the Data Protection Laws and Regulations;

(xvi) Upon termination of Data Controller’s access to and use of the Services, Data Processor shall comply with the requirements of the “Return and Destruction of Personal Data” Section of this Agreement; and

(xvii) Data Processor shall comply with the requirements of the “Audit” Section of this Agreement in order to make available to Data Controller or any third person appointed, the appropriate information that demonstrates Data Processor’s compliance with this Agreement.

3.3 Data Processor shall immediately inform Data Controller if, in its opinion, Data Controller’s Processing instruction infringes the Data Protection Laws and Regulations. In such event, Data Processor is entitled to refuse to perform the Processing of Personal Data that it believes to be in violation of the Data Protection Laws and Regulations.

4. USE OF SUB-PROCESSORS

4.1 Data Controller hereby provides a prior and general authorization allowing Data Processor to appoint any Sub-Processors to assist it in the provision of the Services and in the Personal Data Processing, in accordance with the terms provided in this Agreement.

4.2 Data Processor commits that Sub-Processors (i) are to fulfil obligations at least equivalent to those set out in this Agreement with respect to Personal Data protection; (ii) provide guarantees regarding Personal Data protection at least equivalent to those presented by the measures implemented by Captain Data. Data Processor remains liable to Data Controller for the fulfilment by the Sub-Processors of their contractual obligations towards Data Processor.

4.3 Data Controller hereby agrees that Data Processor may appoint Sub-Processors from the list of Sub-Processors in Appendix 2 of this Agreement. Data Processor shall update the list of any Sub-Processor to be appointed at least thirty (30) days prior to the date on which the Sub-Processor shall commence the Processing of Personal Data.

4.4 In the event Data Controller objects to the Processing of its Personal Data by any newly appointed Sub-Processor as described in this “Use of Sub-Processors” Section, it will inform Data Processor immediately. In such event, Data Processor will allow Data Controller to terminate this Agreement (and the TOS with Data Processor) in accordance with the terms of the “Termination by Client” Section of the TOS.

4.5 In connection with the use of such Sub-Processors, Data Controller expressly authorizes Data Processor to transfer personal data outside the European Economic Area. Data Processor will put in place an appropriate transfer instrument.

4.6 For clarification purposes, the providers of Third-Party Services will not be deemed Sub-Processors. Data Controller is solely responsible for the use of Third Party Services, as detailed in the preamble of the TOS and in Section 3 of the TOS.

5. AUDIT

5.1. For the purpose of this Section, “Auditor” will have the meaning of either Data Controller or the third party auditor mandated by Data Controller under this Section in order to conduct an audit or inspection as mentioned in the Section “Obligations of the Data Processor”.

5.2. Data Processor will make available to Auditor the information necessary to reasonably demonstrate compliance with this Agreement, under the following conditions:

(i) Data Controller demonstrates that Auditor is subject to strict confidentiality obligations at least equivalent to those provided for in the TOS;

(ii) Data Controller demonstrates that Auditor is not a competitor of Data Processor;

(iii) The procedure described below is followed:

(a) Data Controller gives Data Processor a thirty (30)-days prior written notice of such audit or inspection (hereafter “Audit”);

(b) during this thirty (30)-days period of time, Data Controller and Data Processor mutually agree in writing upon the scope, timing and duration and starting date of the Audit.

(iv) Data Controller ensures that the Audit will not impact Data Processor’s organization or Data Processor’s activities. Data Controller will indemnify Data Processor for any damage resulting from the Audit.

(v) Data Processor will not give access to its premises for the purposes of the Audit:

(a) to an Auditor’s employee who does not provide Data Processor with reasonable evidence of identity and authority; or

(b) to any Auditor’s employee who requests access to Data Processor’s premises outside regular business hours.

(vi) Data Processor will not give access to premises other than its corporate site; for example, Data Processor will not provide access to Sub-Processors’ premises.

(vii) The Audit is conducted by the Auditor in a reasonable manner and in good faith.

(viii) All cost relative to the Audit will be at the charge of the Data Controller.

6. OBLIGATIONS OF DATA CONTROLLER

As part of Data Controller using the Services under the TOS, Data Controller agrees to the following:

(i) Data Controller is solely responsible for the accuracy of Personal Data and the means by which such Personal Data is acquired in compliance with the Data Protection Laws and Regulations. Data Controller is solely responsible for providing Data Processor with instructions that comply with this Agreement and the Data Protection Laws and Regulations;

(ii) Data Controller undertakes to document in writing any additional instructions regarding the Processing by Data Processor;

(iii) Data Controller guarantees that the Processing is carried out in accordance with the provisions of the Data Protection Laws and Regulations and in particular that the Data Subjects are informed of the Processing and have given their consent if applicable;

(iv) Data Controller expressly prohibits the Processing of special categories of Personal Data;

(v) the performance by Data Processor of any of its obligations (including with respect to audit) provided for in this Agreement will be subject to an additional fee if such performance requires Data Processor to spend more than two hours of time during the term of the subscription. Such additional fee will be invoiced based on the hourly rate of 100 euros ex-VAT.

7. RETURN AND DESTRUCTION OF PERSONAL DATA

Upon the termination of Data Controller’s access to and use of the Services, Data Processor will, up to thirty (30) days following such termination, permit Data Controller to export its Client Data, at its expense, in accordance with the capabilities of the Services. Following such period, Data Processor shall delete all Service Data processed by Data Processor on behalf of Data Controller in accordance with Data Processor’s deletion policies and procedures. Data Controller acknowledges and accepts that Client Data will no longer be accessible upon the expiry of the thirty (30) day period.

8. DURATION

This Agreement will remain in force as long as Data Processor processes Personal Data on behalf of Data Controller under the TOS and this Agreement.

9. JURISDICTION CLAUSE

ANY DISPUTE ARISING FROM THIS AGREEMENT WILL BE RESOLVED BY THE COMPETENT COURTS OF PARIS, FRANCE.

10. LIMITATION OF LIABILITY

The liability limitation of each Party under this Agreement will be subject to the provisions of the “WHAT IS THE RESPONSIBILITY OF EACH PARTY?” Section of the TOS.

Appendix 1 to the DPA
Detail of Processing

1.1 DURATION OF PROCESSING

Personal Data shall be processed for the duration of the TOS as provided in Section 7.1 of the TOS and this Agreement.

1.2 SUBJECT-MATTER OF PROCESSING

Data Processor will process Personal Data, “Personal Data” constituting Client Data.

1.3 PURPOSE OF PROCESSING

The purpose of the Processing of Personal Data is to provide the Services pursuant to the TOS and this Agreement.

1.4 DATA SUBJECTS

Data Controller may, at its sole discretion, submit Personal Data to the Services, which may include, but is not limited to, the following categories of Data Subjects: employees, customers, prospective customers, service providers, business partners, vendors, advisors (all of whom are natural persons) of Data Controller and any natural person(s) authorized by Data Controller to use the Services.

1.5 CATEGORIES OF PERSONAL DATA

Data Controller may, at its sole discretion, submit Personal Data to the Service(s) which may include, but is not limited to, the following categories of data: first and last name, email address, telephone number, address (business or personal), date of birth, customer service information, job title, employer, product notice.

1.6 CONTACT DETAILS

For any query or question with respect to Client Data in relation with this Agreement, Data Controller may contact Captain Data at the following email address: gdpr@captaindata.co.

Appendix 2 to the DPA
Sub-Processors List

Company name Corporate site Privacy Policy
Heap https://www.heap.io/ Privacy Policy is available Here
Segment https://segment.com/ Privacy Policy is available Here
Albacross https://albacross.com/ Privacy Policy is available Here
Google Cloud https://cloud.google.com/ Privacy Policy is available Here
Zendesk https://www.zendesk.fr/ Privacy Policy is available Here
Google Analytics 4 https://analytics.google.com/ Privacy Policy is available Here
Clever Cloud https://www.clever-cloud.com/fr/ Privacy Policy is available Here
Pipedrive https://www.pipedrive.com/ Privacy Policy is available Here
Vitally https://www.vitally.io/ Privacy Policy is available Here

Appendix 3 to the DPA
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:

  1. 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
  2. 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 8.1 (b) and Clause 8.3(b);

(iii) Clause 13;

(iv) Clause 15.1(c), (d) and (e);

(v) Clause 16(e); and

(vi) 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

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

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 exporter shall process the personal data only on documented instructions from the data importer acting as its controller.

(b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

(c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

(d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2 Security of processing

(a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

(c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.3 Documentation and compliance

(a) The Parties shall be able to demonstrate compliance with these Clauses.

(b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

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.

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) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.

(c) 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.

(d) The Parties agree that if one Party is held liable under paragraph (c), 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.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13

Supervision

N/A

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

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 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.

(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 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 collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof. 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 a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of France.

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of France.


ANNEX I

A. LIST OF PARTIES

Data exporter :

Name: CAPTAIN DATA

Address: 41-43 Quai de Malakoff, 44000, Nantes

Contact person's name, position and contact details: Guillaume ODIER (CEO)
email - guillaume@captaindata.co

Data protection officer (if any) name, position and contact details: N/A

Activities relevant to the data transferred under these Clauses: All Services provided by Captain Data (the Data Exporter) to the Client (the Data Importer), as defined in the TOS of Captain Data.

Signature and date:

_______________________________________

Role : Processor

Data importer:

Name: XXXXXX

Address: XXXXXX

Contact person's name, position and contact details: XXXXXX

Activities relevant to the data transferred under these Clauses: All Services provided by Captain Data (the Data Exporter) to the Client (the Data Importer) as defined in the TOS of Captain Data.

Signature and date:

_______________________________________

Role: Controller

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Employees, customers, prospective customers, service providers, business partners, vendors, advisors (all of whom are natural persons) of Data Importer and any natural person(s) authorized by Data Importer to use the Services.

Categories of personal data transferred

First and last name, email address, telephone number, address (business or personal), date of birth, customer service information, job title, employer, product notice.

The frequency of the transfer

On a daily-basis, depending on the provision of the Services.

Nature of the processing

Extraction and hosting of Personal Data.

Purpose of the data transfer and further processing

Provision of the Services of Captain Data

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Term of the TOS