Data Processing Addendum
(Last Updated: September 13th, 2023)
This Data Processing Addendum (“DPA”) is part of the Terms of Service (ConstructN Terms of Service, which can be found at https://constructn.ai/terms-conditions/, as updated from time to time, or other written or electronic agreement between ConstructN and Customer for the purchase and/or use of ConstructN services (including associated ConstructN mobile app components) from ConstructN (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) (the “Agreement”) to reflect the parties’ agreement with regard to the Processing of Personal Data.
Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of Customer’s Authorized Affiliates, if and to the extent ConstructN processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
In the course of providing the Services to Customer pursuant to the Agreement, ConstructN may
Process Personal Data on behalf of Customer and the Parties agree to comply with the following
provisions with respect to any Personal Data, each acting reasonably and in good faith. If you have any questions regarding this DPA, please feel free to reach out to us at privacy@constructn.ai
DEFINITIONS
“Affiliate” means (a) any entity on whose behalf Customer obtained the ConstructN Services, and/or (b) any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and ConstructN, but has not signed its own Agreement with ConstructN and is not a “Customer” as defined under the Agreement.
“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
“Personal Data” means what is described in the ConstructN Privacy Policy or similar terms.
“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
“GDPR” means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.
“Processing” (including its various forms) means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” means the entity which Processes Personal Data on behalf of the Controller.
“ConstructN” means the ConstructN entity which is a party to this DPA, being Constructn Corp, a Delaware registered C-Corp.
“Sub-processor” means any Processor engaged by ConstructN.
APPLICABILITY
This DPA is applicable to you only if you, or individuals whose personal data you process using the Services (including your employees, as relevant), are situated within the EEA or Switzerland. It pertains solely to personal data as defined by EU Data Protection Law. You acknowledge that we bear no responsibility for personal data that you choose to process via third-party services or outside of our Services, including but not limited to data stored on third-party cloud platforms, offline, or on-site storage
PROCESSING OF PERSONAL DATA
Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is either a Controller of Personal Data and ConstructN is a Processor.
Customer’s Processing of Personal Data. Customer shall, in its use of the Services:
· Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data (where ConstructN is Processing Personal Data as a Processor) shall comply with Data Protection Laws and Regulations;
· have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data;
· have provided adequate notices to, and obtained valid consents from, any data subjects, relating to the Processing (including the sharing) of Personal Data by Customer and as applicable, to the transfer of such Personal Data outside of the EEA/Switzerland/UK; and
· shall not, by act or omission, cause ConstructN to violate any Data Protection Laws and Regulations, notices provided to, or consents obtained from, data subjects as result of Processing the Personal Data.
CONSTRUCTN’S PROCESSING OF PERSONAL DATA
ConstructN shall treat Personal Data as confidential information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Customers and/or Invited Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
Details of the Processing. The subject-matter of Processing of Personal Data by ConstructN is the performance of the Services pursuant to the Agreement.
Nature and Purpose of Processing
ConstructN will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the DPA, and as further instructed by Customer in its use of the Services.
Duration of Processing
The duration of the data processing under this DPA is for the lifetime of the relationship between you and us as determined by your use of the Services.
CONSTRUCTN PERSONNEL
Confidentiality. ConstructN shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. ConstructN shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
Reliability. ConstructN shall take commercially reasonable steps to ensure the reliability of any ConstructN personnel engaged in the Processing of Personal Data.
Limitation of Access. ConstructN shall ensure that ConstructN’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.
Data Protection Officer. Based on ConstructN’s processing activities, ConstructN is not required to appoint a Data Protection Officer. ConstructN reserves the right to voluntarily appoint a Data Protection Officer in the future. For questions about this DPA, GDPR compliance, data privacy, Privacy Shield, or any other privacy issues please send an email to privacy@constructn.ai.
INFORMATION REQUESTS
We will provide you with all necessary documentation to verify adherence to the obligations set forth in this DPA. We will also accommodate and participate in audits initiated by you or an auditor appointed by you. Additionally, we will support you in conducting any data protection impact assessments mandated by EU Data Protection Laws, considering the scope of processing and the data available to us. We reserve the right to charge a reasonable fee for our assistance in compliance documentation, audits, or impact assessments, as allowed by applicable law.
DATA SUBJECT REQUESTS
ConstructN shall, to the extent legally permitted, promptly notify Customer if ConstructN receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the Processing, ConstructN shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, ConstructN shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent ConstructN is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from ConstructN’s provision of such assistance.
DATA RELOCATION
You grant us permission to relocate Customer Data from its original collection location. When moving Customer Data outside the EEA and Switzerland, we will employ recognized and lawful data transfer methods under EU Data Protection Laws to ensure adequate protection during such transfers.
SUB-PROCESSORS
Appointment of Sub-processors. Customer acknowledges and agrees that (a) ConstructN’s Affiliates may be retained as Sub-processors; and (b) ConstructN and ConstructN’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. ConstructN or a ConstructN Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.
List of Current Sub-processors and Notification of New Sub-processors. ConstructN shall make available to Customer the current list of Sub-processors for the ConstructN Services. Such Sub-processor lists shall include the identities of those Sub-processors and their country of location. Customer may reach out to ConstructN to get further information on Sub-processors as mentioned in Appendix 3. ConstructN, through notification to the Customer shall provide notification of a new Sub-processor(s) before authorizing any new Sub- processor(s) to Process Personal Data in connection with the provision of the applicable Services.
Objection Right for New Sub-processors. Customer may object to ConstructN’s use of a new Sub-processor by notifying ConstructN promptly in writing within ten (10) business days after receipt of ConstructN’s notice in accordance with the mechanism set out in the above Section. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, ConstructN will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected- to new Sub-processor without unreasonably burdening the Customer.
Liability. ConstructN shall be liable for the acts and omissions of its Sub-processors to the same extent ConstructN would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.
SECURITY
Controls for the Protection of Customer Data. ConstructN shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data. ConstructN regularly monitors compliance with these measures. ConstructN will not materially decrease the overall security of the Services during a subscription term.
Third-Party Certifications and Audits. ConstructN has obtained the third-party certifications and audits. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, ConstructN shall make available to Customer that is not a competitor of ConstructN (or Customer’s independent, third- party auditor that is not a competitor of ConstructN) a copy of ConstructN’s then most recent third-party audits or certifications, as applicable.
COMPLIANCE WITH LAWS
Cutsomer must ensure that your directives align with all applicable laws concerning your Customer Data. It’s your responsibility to ensure that the Customer Data has been lawfully obtained by you or on your behalf and shared with us in line with such laws. Additionally, you must ensure that by processing your Customer Data based on your directives, neither we nor you violate any laws, including EU Data Protection Law. You are tasked with examining the data security information we provide under the Agreement. It’s your duty to independently decide if the Services fulfill your legal responsibilities and the stipulations of this DPA. We will only access or utilize your Customer Data as outlined in the Agreement, to uphold or deliver the Services, or to adhere to legal requirements.
Any costs or liabilities stemming from our adherence to your directives or requests under the Agreement, which deviate from the standard features offered by the Services, fall under your responsibility.
REASONABLE ASSISTANCE WITH COMPLIANCE
If you can’t adequately address an inquiry by a competent regulatory body, including data protection agencies, using the Platform or Your Account, we’ll provide the necessary support. This is particularly relevant when the inquiry pertains to how we handle Customer Data on your behalf, as stipulated in this DPA, given the scope of our Services and the information at our disposal. You’ll bear any reasonable expenses we incur in providing this support. While we may charge a customary fee for such assistance, we won’t do so if the inquiry stems from our non-compliance with the Agreement or this DPA, consistent with applicable laws.
CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION
ConstructN shall, notify Customer without undue delay, and in compliance with applicable laws, after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by ConstructN or its Sub-processors of which ConstructN becomes aware (a “Customer Data Incident”). ConstructN shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as ConstructN deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within ConstructN’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Invited Users.
RETURN AND DELETION OF CUSTOMER DATA
ConstructN shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation.
LIMITATION OF LIABILITY
Under this DPA, the responsibility of each party is governed by the liability exclusions and limitations specified in the Agreement. You concur that any regulatory fines or claims from individuals or third parties that we incur concerning Customer Data, stemming from or associated with your non-adherence to the obligations of this DPA or U.S. Data Protection Regulations, will be applied to and diminish our liability under the Agreement as though it were a direct liability to you pursuant to the Agreement
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 sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing
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 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 sub-processor 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 sub-processor 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 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
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 sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processor agrees that the data subject may issue a claim against the data sub-processor 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 sub-processor 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 sub-processor, 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 sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, 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 – Sub-processing
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 sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for sub-processing 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 sub-processing 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 sub-processor 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 sub-processor 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.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
Any capitalized terms within this Appendix, not otherwise defined in these Provisions, shall have the meanings ascribed to them in the Data Processing Addendum to which these Provisions are annexed.
Data exporter
The data exporter is (i) the Customer which as a legal entity or as an individual has entered into the Standard Contractual Clauses as a data exporter and, (ii) all Affiliates (as defined in the Agreement) of Customer established within the European Economic Area (EEA) and Switzerland that have purchased Services on the basis of one or more subscription(s).
Data Importer
The data importer is Constructn Corp.
Data subjects
The personal data transferred concern the following categories of data subjects:
Data subjects include:
· Individuals providing personal data to the data importer through the Services (“Participants”).
· Individuals whose personal data might be provided to the data exporter by Participants through the Services.
· Individuals acting as employees, representatives, or other business affiliates of the data exporter.
· Authorized users of the data exporter granted access to and use of the Services.
Data categories
The transferred personal data relates to the following data categories:
The data exporter can provide personal data to the Services and might prompt Participants to do the same, the scope of which is solely determined and overseen by the data exporter, and may encompass, but isn’t limited to:
All kinds of personal data that Participants might provide to the data exporter through the Services (e.g., during registration). This includes: name, location, age, contact info, IP address, occupation, gender, financial standing, personal preferences, consumer behaviors, and any other personal details the data exporter seeks or wishes to gather from its Participants.
Contact and billing information of the data exporter’s staff, authorized users, and other business contacts. This includes: name, position, employer, contact details (company, email, phone, address, etc.), payment details, and other account-associated data
Processing operations
The transferred personal data will undergo the following primary processing tasks:
The aim of processing Personal Data by the data importer is to assist Constructn Corp in delivering the Services in line with the Contract
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses.
Any capitalized terms within this Exhibit, not otherwise defined in these Provisions, shall have the meanings ascribed to them in the Data Processing Agreement to which these Provisions are annexed.
Outline of the technical and organizational security protocols adopted by the data recipient in line with Provisions 4(d) and 5(c) (or referenced document/statute): The data recipient will uphold suitable administrative, physical, and technical measures (“Security Protocols”) to ensure the safety, confidentiality, and integrity of Personal Data, as detailed in the Data Processing Agreement to which these Provisions are annexed.
APPENDIX 3 CONSTRUCTN SUB-PROCESSORS
Email privacy@constructn.ai for a list of our most up-to-date sub-processors.Last