IHUBApp Data Processing Agreement
Last updated: May 2, 2023

Understanding these Data Processing Terms – in plain language
In many cases, the digital experience you create or build using the IHUBApp will require you to abide by European Union privacy and data protection laws. So, we have worked hard to ensure your use of the IHUBApp makes it easier for you to meet these obligations.

The purpose of this document (we call it the “IHUBApp DPA”) is to ensure there are contractual arrangements between us that meet the strict requirements of European Law – specifically Regulation (EU) 2016/679, otherwise known as the GDPR. This means this document must record specific contractual arrangements and instructions.

The IHUBApp DPA forms part of, and is incorporated into, your IHUBApp License Agreement with InspireHUB ("Principal Agreement").

Words and phrases in this IHUBApp DPA have the same meaning as in the Principal Agreement (unless otherwise indicated), or as set out below:

"Applicable Laws" means all laws and regulations of (i) the European Union, (ii) the European Economic Area and their Member States, (iii) Switzerland, and (iv) the United Kingdom, as may be applicable to Processing of Personal Data under the Agreement.

“Affiliate” means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party. For purposes of this Agreement, “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.

“Processing” means the processing (as defined by the GDPR) of Relevant Personal Data by InspireHUB in the provision of the Subscription Service.

“Relevant Personal Data” means Personal Data Processed by InspireHUB on behalf of Client in the provision of the Subscription Service, as set out in the Documentation.

“Restricted Transfer” means a transfer of Personal Data from InspireHUB to a Sub-processor, or from a Sub-processor to another Sub-processor where such transfer would be prohibited by the GDPR in the absence of Standard Contractual Clauses.

The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", “Process”, “Processor” and "Supervisory Authority" shall have the same meaning as in the GDPR.

The word "include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

Data Processing Terms

1. Processing of Relevant Personal Data

1.1 The Parties acknowledge and agree that:

1.1.1 InspireHUB shall Process Relevant Personal Data as Processor on behalf of Client for the purposes described in this IHUBApp DPA and only in accordance with the lawful, documented instructions of Client, except where otherwise required by Applicable Law;

1.1.2 Client is the Data Controller of the Relevant Personal Data and (i) has complied (and will continue to comply) with all Applicable Laws, and (ii) shall be responsible for ensuring that Client has and will continue to have, the right to transfer, or provide access to the Relevant Personal Data to InspireHUB for any Processing in accordance with the terms of this IHUBApp DPA;

1.1.3 Client is (i) solely responsible for configuring the Subscription Service in accordance with the Documentation, and (ii) the Customer Data, and such configuration and Customer Data will determine the Processing operations of the Subscription Service;

1.1.4 Client shall, in its use of the Subscription Service, Process Relevant Personal Data in accordance with its obligations as a Data Controller and the requirements of all Applicable Laws.

1.2 Client instructs InspireHUB to Process Relevant Personal Data:

1.2.1 to perform the Subscription Service pursuant to the Principal Agreement (as such Subscription Service may be determined by Client in accordance with the Principal Agreement, including as acknowledged in clause 1.1.3);

1.2.2 pursuant to Client’s other reasonable documented instructions consistent with the terms of the Principal Agreement;

1.2.3 for the purposes of anonymising the Relevant Personal Data;

1.2.4 as may be required by Applicable Laws, provided that InspireHUB shall have informed the Client of the same before Processing, unless prohibited to do so on important grounds of public interest.

1.3 InspireHUB shall not otherwise Process Relevant Personal Data as Processor on behalf of Client and InspireHUB shall immediately inform the Client if, in its opinion, an instruction infringes Applicable Law.

1.4 The Relevant Personal Data to be Processed, (including the type of Personal Data it comprises), the duration of such Processing, the nature and purpose of the Processing and the categories of relevant Data Subjects are specified in the Documentation.

1.5 InspireHUB shall ensure that persons authorized by it to have access to the Relevant Personal Data:

1.5.1 comply with Applicable Laws in the context of their duties to InspireHUB; and are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

1.6 Taking into account:

1.6.1 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, InspireHUB shall in its role as a Processor of Relevant Personal Data and with respect to Relevant Personal Data, implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR; and 

1.6.2 the nature of the Processing, InspireHUB shall assist the Client by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Client’s obligations to respond to requests to exercise Data Subject rights under the Applicable Laws.

1.7  Upon termination of the Principal Agreement, and after the period of time set out in the Principal Agreement (but as may be extended by the Client at its option), InspireHUB shall delete all copies of Relevant Personal Data, provided:

1.7.1 Client may in its absolute discretion by written notice to InspireHUB within thirty (30) days of termination require InspireHUB to (a) return a complete copy of all Relevant Personal Data to Client by secure file transfer in such format as is reasonably notified by Client; and (b) delete all other copies of Relevant Personal Data Processed by InspireHUB;

1.7.2 InspireHUB may retain Relevant Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws; and

1.7.3 InspireHUB’s obligations to delete Relevant Personal Data will be met by the anonymisation of Relevant Personal Data.

1.8 InspireHUB shall make available to Client on request, and subject to the confidentiality obligations in the Principal Agreement, all information reasonably necessary to demonstrate InspireHUB’s compliance with this IHUBApp DPA, and shall allow for use of such information in connection with any Audits (as defined in clause 4 below) or an audit (by a party that is not a InspireHUB competitor) that is otherwise permitted under the Principal Agreement which shall be subject to the terms and restrictions relevant to such audit.

2. Assisting the Client in its compliance

2.1 With respect to Relevant Personal Data Processed by InspireHUB, it shall provide reasonable assistance to Client in meeting Client’s compliance with the following obligations, to the extent required under Applicable Laws:

2.1.1 notification of a Personal Data Breach to a Supervisory Authority;
2.1.2 communication of a Personal Data Breach to the Data Subject;
2.1.3 carrying out a data protection impact assessment to the extent Client does not otherwise have access to the relevant information, and to the extent such information is available to InspireHUB; and
2.1.4 consultation with the Supervisory Authority.

2.2 In respect of clauses 2.1.1 and 2.1.2, InspireHUB shall notify Client without undue delay upon it becoming aware of any Personal Data Breach affecting Relevant Personal Data.

3. Sub-processors

3.1 Subject to clause 5.1, Client hereby authorizes InspireHUB to engage InspireHUB Affiliates and third-party sub-processors (collectively “Sub-processors”) to Process Relevant Personal Data on InspireHUB’s behalf. The Sub-processors currently engaged by InspireHUB and authorized by the Client are listed on our website (“Sub-processor List”).

3.2 InspireHUB may, by giving no less than ten (10) calendar days notice to Client through the mechanism set out above, add or make changes to the Sub-processors. Client may object in writing to the appointment of any new Sub-processor, provided such objection is made within ten (10) calendar days after the notification published by InspireHUB in accordance with clause 3.1 above. In the event Client objects:

3.2.1 InspireHUB shall work with Client in good faith to make available a commercially reasonable change in the provision of the Subscription Service which avoids the use of the proposed Sub-processor; and

3.2.2 where such a change cannot be made within a period of 30 days from InspireHUB's receipt of Client's notice, notwithstanding anything in the Principal Agreement, Client may by written notice to InspireHUB with immediate effect terminate the Principal Agreement to the extent that it relates to the Subscription Service which requires the use of the proposed Sub-processor.

3.3 InspireHUB shall ensure that Sub-processors authorized by it to Process Relevant Personal Data are subject, in a written contract, to the substantially the same obligations as are imposed on InspireHUB by this IHUBApp DPA and, in that connection, are subject to appropriate obligations of confidentiality, including to the extent applicable the implementation of appropriate technical and organizational measures.

4. Audit Rights

4.1 Subject to clause 1.8 Client shall give InspireHUB reasonable prior notice of any audit or inspection to be conducted under this IHUBApp DPA and shall make reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to InspireHUB's premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection.

4.2 InspireHUB need not give access to its premises for the purposes of such an audit or inspection more than once in any calendar year, except for any additional audits or inspections which Client is required to carry out under Applicable Laws, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of data protection laws in any country or territory.

4.3 Client and InspireHUB will discuss and agree in advance on the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit or inspection; and InspireHUB reserves the right to charge a fee (based on InspireHUB’s reasonable costs) for any such audit. InspireHUB will provide further details of any applicable fee and the basis of its calculation to Client in advance of such an audit or inspection. “Audit” is defined as an audit that strictly meets the requirements set forth in this clause 4.

5. Restricted Transfers

5.1 InspireHUB shall not be permitted to make any Restricted Transfer of Relevant Personal Data, unless such transfer is governed by Standard Contractual Clauses between InspireHUB and the relevant Sub-processor, or between the relevant Sub-processors.

5.2 Subject to clause 5.4, the Client (as “data exporter”) and InspireHUB (as “data importer”) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from the Client to InspireHUB.

5.3 The Standard Contractual Clauses shall come into effect under clause 5.2 on the earlier of:

5.3.1 the data exporter becoming a party to them;
5.3.2 the data importer becoming a party to them; and
5.3.3 commencement of the relevant Restricted Transfer.

5.4 Clause 5.2 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of Applicable Law.

5.5 For the purposes of any Standard Contractual Clauses entered into between the parties, pursuant to this IHUBApp DPA:

5.5.1 the term “data importer” shall mean InspireHUB;
5.5.2 the term “data exporter” shall mean Client and its Affiliates;
5.5.3 Clause 5(a) references to instructions are those identified in clause 1.2 of this IHUBApp DPA;
5.5.4 Clause 5(f) of the Standard Contractual Clauses will be satisfied by compliance with clause 4 of this IHUBApp DPA;
5.5.5 audits described in clause 5(h) and clause 12(2) of the Standard Contractual Clauses will be conducted in accordance with clause 4 of this IHUBApp DPA;
5.5.6 Clause 12(1) of the Standard Contractual Clauses will be satisfied by the return and/or deletion of data exporter’s data in accordance with this IHUBApp DPA and any certifications of such deletion shall be provided by InspireHUB to Client, only upon Client’s request; and
5.5.7 In the event of any conflict between this IHUBApp DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

6. Limitation of Liability

6.1 Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this IHUBApp DPA, and all IHUBApp DPAs between Affiliates and InspireHUB, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Principal Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Principal Agreement and all IHUBApp DPAs together.

6.2 For the avoidance of doubt, InspireHUB’s total liability for all claims from the Client and all of its Affiliates arising out of or related to the Principal Agreement and each IHUBApp DPA shall apply in the aggregate for all claims under both the Principal Agreement and all IHUBApp DPAs established under the Principal Agreement, including by Client and all Affiliates, and, in particular, shall not be understood to apply individually and severally to Client and/or to any Affiliate that is a contractual party to any such IHUBApp DPA.

6.3 Also for the avoidance of doubt, each reference to the IHUBApp DPA in this IHUBApp DPA means this IHUBApp DPA including its Schedules, Appendices and other attachments.

7. General Terms

7.1 This IHUBApp DPA shall be governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement, and the parties to this IHUBApp DPA hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising hereunder.

7.2 In the event of inconsistencies between the provisions of this IHUBApp DPA and any other agreements between the parties, the provisions of this IHUBApp DPA shall prevail provided that nothing in this IHUBApp DPA reduces Client’s or InspireHUB’s obligations under the Principal Agreement in relation to the Processing of Relevant Personal Data.

Should any provision of this IHUBApp DPA be invalid or unenforceable, then the remainder of this IHUBApp DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Commission Decision C(2010)593
Standard Contractual Clauses (processors)

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

Name of the data exporting organization:
Address:
Tel: ; fax: ; email:
Other information needed to identify the organization:
……………………………………….
(the data exporter)
And
Name of the data importing organization: InspireHUB Incorporated
Address: 3850 Dougall Avenue, PO Box 31085, Windsor, Ontario, N9G 2Y2, Canada
Tel: +1 [ ] email: privacy@InspireHUB.com
Other information needed to identify the organization: Not applicable

(the data importer)

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

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

Clause 1: Definitions

(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2: Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 below which forms an integral part of the Clauses.

Clause 3: Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4: Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 below;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension.

Clause 5: Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorized access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; and
(j) to promptly send a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6: Liability

1. The parties agree that any data subject who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7: Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8: Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9: Governing Law.

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10: Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11: Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfill its data protection obligations under such written agreement, the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

Clause 12: Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

On behalf of the data exporter:
Name (written out in full):
Position:
Address:
Other information necessary in order for the contract to be binding (if any):
Signature……………………………………

On behalf of the data importer:
InspireHUB Incorporated
Name:
Position:
Address:
Other information necessary in order for the contract to be binding (if any): Not Applicable

Signature…………………………………

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter:
The data exporter is (please specify briefly your activities relevant to the transfer):
Data exporter is (i) the legal entity that has executed the Standard Contractual Clauses as a data exporter and, (ii) all Affiliates (as defined in the IHUBApp DPA to which these Standard Contractual Clauses are incorporated) of data exporter on whose behalf data importer processes personal data of data subjects located in the European Economic Area (EEA) and Switzerland or the United Kingdom.
Data importer:
The data importer is (please specify briefly activities relevant to the transfer):
Data importer is a provider of enterprise cloud-based messaging and notification software and related solutions which processes personal data upon the instruction of data exporter in accordance with the terms of the Master License Agreement or other written or electronic agreement and all associated Order Forms or Purchase Orders between data importer and the data exporter ("Principal Agreement").
Data subjects:
Data exporter may submit Personal Data to data importer, the extent of which is determined and controlled by data exporter in its sole discretion, relating to the categories of data subjects specified in the IHUBApp DPA between data exporter and data importer.
Categories of data:
Data exporter may submit Personal Data to data importer, the extent of which is determined and controlled by data exporter in its sole discretion, relating to the categories of Personal Data specified in the IHUBApp DPA between data exporter and data importer.
Special Categories of Data (if appropriate):
Data exporter shall not transfer any special categories of personal data to data importer without a prior written agreement between the parties and amendment to this Appendix.
Processing operations: The personal data transferred will be subject to the following basic processing activities:
Data importer will process personal data as necessary to perform the Subscription Service pursuant to the Principal Agreement. The processing activities will depend on the scope of data exporter’s Subscription Service and data exporter’s configuration of the solution purchased from data importer.

DATA EXPORTER
Name:
Authorized Signature:

DATA IMPORTER:
Name:
Authorized Signature

Appendix 2 to the Standard Contractual Clauses

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

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Subscription Service, as described in the most recent version of the InspireHUB Documentation applicable to the Subscription Service, and accessible at www.inspirehub.com. Data Importer will not materially decrease the overall security of the Subscription Service during a subscription term.

DATA EXPORTER
Name:
Authorised Signature:

DATA IMPORTER:
Name:
Authorised Signature: