Data Processing Amendment and/or Complementary Product Agreement
(version 1.0)


The Customer agreeing to these terms (“Customer”) and Phaeria ltd (as applicable, “Phaeria”) have entered into one or more Agreement(s) (as defined below) and/or Complementary Product Agreements(s) (as defined below) (each, as amended from time to time, an “Agreement”).
This Data Processing Amendment and/or Complementary Product Agreement including its appendices (the “Data Processing Amendment”) will, as from the Amendment Effective Date (as defined below), be effective and replace any previously applicable data processing amendment or, in the case of a Complementary Product Agreement, any terms previously applicable to privacy, data processing and/or data security.

1. Introduction

1.1. This Data Processing Amendment reflects the parties’ agreement with respect to the terms governing the processing and security of Customer Data under the applicable Agreement.

2. Definitions

2.1. Capitalised terms used but not defined in this Data Processing Amendment have the meanings given elsewhere in the applicable Agreement. In this Data Processing Amendment, unless stated otherwise:
“Additional Products” means products, services and applications that are not part of the Services but that may be accessible for use with the Services.
“Additional Security Controls” means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines. “Additional Security Controls” may include features and functionality of the Services such as two factor authentication, security key enforcement and monitoring capabilities.
“Alternative Transfer Solution” means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with Article 45 or 46 of the GDPR (for example, the EU-U.S. Privacy Shield).
“Amendment Effective Date” means, as applicable:
(a) 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data
Processing Amendment in respect of the applicable Agreement prior to or on such date; or
(b) the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Amendment in respect of the applicable Agreement, if such date is after 25 May 2018.
“Complementary Product Agreement” means: any other agreement under which Phaeria agrees to provide services as such to Customer; or any other agreement that incorporates this Data Processing Amendment by reference or states that it will apply if accepted by Customer.
“Complementary Product Services Summary” means the then-current description of the services provided under a Complementary Product Agreement, as set out in the applicable Agreement.
“Customer Data” means data submitted, stored, sent or received via the Services by Customer
“Customer Personal Data” means personal data contained within the Customer Data.
“Data Incident” means a breach of Phaeria’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Phaeria. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“EEA” means the European Economic Area.
“European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).
“Full Activation Date” means: (a) if this Data Processing Amendment is incorporated into the applicable Agreement by reference, the Amendment Effective Date; or (b) if the parties otherwise agreed to this Data Processing Amendment, the eighth day after the Amendment Effective Date.
“GDPR” means 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.
“Subprocessors” means third parties authorized under this Data Processing Amendment to have logical access to and process Customer Data in order to provide parts of the Services and related technical support.
“Term” means the period from the Amendment Effective Date until the end of Phaeria’s provision of the Services under the applicable Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Phaeria may continue providing the Services for transitional purposes.
2.2. The terms “personal data”, “data subject”, “processing”, “controller”, “processor” and “supervisory authority” as used in this Data Processing Amendment have the meanings given in the GDPR, irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies.

3. Duration of Data Processing Amendment.

3.1.This Data Processing Amendment will take effect on the Amendment Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by Phaeria as described in this Data Processing Amendment.

4. Scope of Data Protection Legislation.

4.1 Application of European Legislation. The parties acknowledge and agree that the European Data Protection Legislation will apply to the processing of Customer Personal Data if, for example:
(a) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA; and/or
(b) the Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services in the EEA or the monitoring of their behaviour in the EEA.
4.2 Application of Non-European Legislation. The parties acknowledge and agree that Non-European Data Protection Legislation may also apply to the processing of Customer Personal Data.
4.3 Application of Data Processing Amendment. Except to the extent this Data Processing Amendment states otherwise, the terms of this Data Processing Amendment will apply irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies to the processing of Customer Personal Data.

5. Processing of Data.

5.1 Roles and Regulatory Compliance; Authorization.
5.1.1. Processor and Controller Responsibilities. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that:
(a) the subject matter and details of the processing are described in Appendix 1;
(b) Phaeria is a processor of that Customer Personal Data under the European Data Protection Legislation;
(c) Customer is a controller or processor, as applicable, of that Customer Personal Data under the European Data Protection Legislation; and
(d) each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data.
5.1.2. Authorization by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to Phaeria that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of Phaeria as another processor, have been authorized by the relevant controller.
5.1.3. Responsibilities under Non-European Legislation. If Non-European Data Protection Legislation applies to either party’s processing of Customer Personal Data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Personal Data.
5.2 Scope of Processing.
5.2.1 Customer’s Instructions. By entering into this Data Processing Amendment, Customer instructs Phaeria to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services and related technical support; (b) as further specified via Customer’s use of the Services (including other functionality of the Services) and related technical support; (c) as documented in the form of the applicable Agreement, including this Data Processing Amendment; and (d) as further documented in any other written instructions given by Customer and acknowledged by Phaeria as constituting instructions for purposes of this Data Processing Amendment.
5.2.2 Phaeria’s Compliance with Instructions. As from the Full Activation Date, Phaeria will comply with the instructions described in Section 5.2.1 (Customer’s Instructions) (including with regard to data transfers) unless EU or EU Member State law to which Phaeria is subject requires other processing of Customer Personal Data by Phaeria, in which case Phaeria will inform Customer (unless that law prohibits
Phaeria from doing so on important grounds of public interest) via the Notification Email Address. For clarity, Phaeria will not process Customer Personal Data for Advertising purposes or serve Advertising in the Services.
5.3. Additional Products. If Phaeria at its option makes any Additional Products available to Customer in accordance with the Additional Product Terms (if applicable), and if Customer opts to install or use those Additional Products, the Services may allow those Additional Products to access Customer Personal Data as required for the interoperation of the Additional Products with the Services. For clarity, this Data Processing Amendment does not apply to the processing of personal data in connection with the provision of any Additional Products installed or used by Customer, including personal data transmitted to or from such Additional Products. Customer may use the functionality of the Services to enable or disable Additional Products, and is not required to use Additional Products in order to use the Services.

6. Data Deletion.

6.1. Deletion During Term. Phaeria will enable Customer to delete Customer Data during the applicable Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data during the applicable Term and the Customer Data cannot be recovered by Customer (such as from the “trash”), this use will constitute an instruction to Phaeria to delete the relevant Customer Data from Phaeria’s systems in accordance with applicable law. Phaeria will comply with this instruction as soon as reasonably practicable and within a maximum period of 40 days, unless EU or EU Member State law requires storage. 6.2. Deletion on Term Expiry. Subject to Section 6.3 (Deferred Deletion Instruction), on expiry of the applicable Term Customer instructs Phaeria to delete all Customer Data (including existing copies) from Phaeria’s systems in accordance with applicable law. Phaeria will comply with this instruction as soon as reasonably practicable and within a maximum period of 40 days, unless EU or EU Member State law requires storage. Without prejudice to Section 9.1 (Access; Rectification; Restricted Processing; Portability), Customer acknowledges and agrees that Customer will be responsible for exporting, before the applicable Term expires, any Customer Data it wishes to retain afterwards.
6.3. Deferred Deletion Instruction. To the extent any Customer Data covered by the deletion instruction described in Section 6.2 (Deletion on Term Expiry) is also processed, when the applicable Term under Section 6.2 expires, in relation to an Agreement with a continuing Term, such deletion instruction will only take effect with respect to such Customer Data when the continuing Term expires. For clarity, this Data Processing Amendment will continue to apply to such Customer Data until its deletion by Phaeria.

7. Data Security.

7.1. Phaeria’s Security Measures, Controls and Assistance.
7.1.1. Phaeria’s Security Measures. Phaeria will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). As described in Appendix 2, the Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of Phaeria’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. Phaeria may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
7.1.2. Security Compliance by Phaeria Staff. Phaeria will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.1.3. Additional Security Controls. In addition to the Security Measures, Phaeria will make the Additional Security Controls available to: (a) allow Customer to take steps to secure Customer Data; and (b) provide Customer with information about securing, accessing and using Customer Data.
7.1.4. Phaeria’s Security Assistance. Customer agrees that Phaeria will (taking into account the nature of the processing of Customer Personal Data and the information available to Phaeria) assist Customer in ensuring compliance with any of Customer’s obligations in respect of security of personal data and personal data breaches, including if applicable Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:
(a) implementing and maintaining the Security Measures in accordance with Section 7.1.1 (Phaeria’s Security Measures);
(b) making the Additional Security Controls available to Customer in accordance with Section 7.1.3 (Additional Security Controls);
(c) complying with the terms of Section 7.2 (Data Incidents); and
(d) providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the applicable Agreement including this Data Processing Amendment.
7.2. Data Incidents.
7.2.1. Incident Notification. If Phaeria becomes aware of a Data Incident, Phaeria will: (a) notify Customer of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Data. 7.2.2. Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps Phaeria recommends Customer take to address the Data Incident.
7.2.3. Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at Phaeria’s discretion, by direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for ensuring that the Notification Email Address is current and valid.
7.2.4. No Assessment of Customer Data by Phaeria. Phaeria will not assess the contents of Customer Data in order to identify information subject to any specific legal requirements. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Data Incident(s).
7.2.5. No Acknowledgment of Fault by Phaeria. Phaeria’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Phaeria of any fault or liability with respect to the Data Incident. 7.3. Customer’s Security Responsibilities and Assessment.
7.3.1. Customer’s Security Responsibilities. Customer agrees that, without prejudice to Phaeria’s obligations under Section 7.1 (Phaeria’s Security Measures, Controls and Assistance) and Section 7.2 (Data Incidents):

(a) Customer is solely responsible for its use of the Services, including:
(i) making appropriate use of the Services and the Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Customer Data;
(ii) securing the account authentication credentials, systems and devices Customer uses to access the Services; and
(iii) backing up its Customer Data; and
(b) Phaeria has no obligation to protect Customer Data that Customer elects to store or transfer outside of Phaeria’s and its Subprocessors’ systems (for example, offline or on-premise storage), or to protect Customer Data by implementing or maintaining Additional Security Controls except to the extent Customer has opted to use them. 7.3.2. Customer’s Security Assessment.
(a) Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures, the Additional Security Controls and Phaeria’s commitments under this Section 7 (Data Security) will meet Customer’s needs, including with respect to any security obligations of Customer under the European Data Protection Legislation and/or Non-European Data Protection Legislation, as applicable.
(b) Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by Phaeria as set out in Section 7.1.1 (Phaeria’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Data.
7.4. Security Certifications and Reports. Phaeria will do the following to evaluate and help ensure the continued effectiveness of the Security Measures:
(a) review the Security Measures at least once every 18 months.
7.5. Reviews and Audits of Compliance.
7.5.1. Reviews of Security Documentation. In addition to the information contained in the applicable Agreement including this Data Processing Amendment, Phaeria will make available for review by Customer the following documents and information to demonstrate compliance by Phaeria with its obligations under this Data Processing Amendment:
(a) logs and policies for data prevention;
(b) logs and policies for staff security training
(c) logs and policies for security updates on Customer platforms.

8. Impact Assessments and Consultations.

Customer agrees that Phaeria will (taking into account the nature of the processing and the information available to Phaeria) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including if applicable Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:
(a) providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation); and
(b) providing the information contained in the applicable Agreement including this Data Processing Amendment.

9. Data Subject Rights; Data Export.

9.1. Access; Rectification; Restricted Processing; Portability. During the applicable Term, Phaeria will, in a manner consistent with the functionality of the Services, enable Customer to access, rectify and restrict processing of Customer Data,
including via the deletion functionality provided by Phaeria as described in Section 6.1 (Deletion During Term), and to export Customer Data.
9.2. Data Subject Requests.
9.2.1. Customer’s Responsibility for Requests. During the applicable Term, if Phaeria receives any request from a data subject in relation to Customer Personal Data, Phaeria will advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
9.2.2. Phaeria’s Data Subject Request Assistance. Customer agrees that (taking into account the nature of the processing of Customer Personal Data) Phaeria will assist Customer in fulfilling any obligation to respond to requests by data subjects, including if applicable Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:
(a) providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls); and
(b) complying with the commitments set out in Section 9.1 (Access; Rectification; Restricted Processing; Portability) and Section 9.2.1 (Customer’s Responsibility for Requests).

10. Data Transfers.

10.1. Data Storage and Processing Facilities. Customer agrees that Phaeria may, subject to Section 10.2 (Transfers of Data Out of the EEA), store and process Customer Data in the United States and any other country in which Phaeria or any of its Subprocessors maintains facilities.
10.2. Transfers of Data Out of the EEA.
10.2.1. Phaeria’s Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 10.1 (Data Storage and Processing Facilities)) involves transfers of Customer Personal Data out of the EEA and the European Data Protection Legislation applies to the transfers of such data (“Transferred Personal Data”), Phaeria will:
(a) if requested to do so by Customer, ensure that the data importer of the Transferred Personal Data enters into Model Contract Clauses with Customer as the data exporter of such data, and that the transfers are made in accordance with such Model Contract Clauses; and/or
(b) offer an Alternative Transfer Solution, ensure that the transfers are made in accordance with such Alternative Transfer Solution, and make information available to Customer about such Alternative Transfer Solution.
10.2.2 Customer’s Transfer Obligations. In respect of Transferred Personal Data, Customer agrees that:
(a) if under the European Data Protection Legislation Phaeria reasonably requires Customer to enter into Model Contract Clauses in respect of such transfers, Customer will do so; and
(b) if under the European Data Protection Legislation Phaeria reasonably requires Customer to use an Alternative Transfer Solution, and reasonably requests that Customer take any action (which may include execution of documents) strictly required to give full effect to such solution, Customer will do so.
10.3. Data Hosting Information. Information about the locations of Phaeria data hosting and subprocessors is available at our subprocessors page (as may be updated by Phaeria from time to time).
10.4 Disclosure of Confidential Information Containing Personal Data. If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of

Data Out of the EEA), Phaeria will, notwithstanding any term to the contrary in the applicable Agreement, ensure that any disclosure of Customer’s Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.

11. Subprocessors.

11.1. Consent to Subprocessor Engagement. Customer generally authorizes the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”). If Customer has entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data Out of the EEA), the above authorizations will constitute Customer’s prior written consent to the subcontracting party of the processing of Customer Data if such consent is required under the Model Contract Clauses.
11.2. Information about Subprocessors.
Information about Subprocessors, including their functions and locations, is available at our subprocessors page (as may be updated by Phaeria from time to time in accordance with this Data Processing Amendment).
11.3. Requirements for Subprocessor Engagement.
When engaging any Subprocessor, Phaeria will:
(a) ensure via a written contract that:
(i) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the applicable Agreement (including this Data Processing Amendment) and any Model Contract Clauses entered into or Alternative Transfer Solution adopted by Phaeria as described in Section 10.2 (Transfers of Data Out of the EEA); and
(ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR, as described in this Data Processing Amendment, are imposed on the Subprocessor; and
(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.
11.4. Opportunity to Object to Subprocessor Changes.
(a) When any new Third Party Subprocessor is engaged during the applicable Term, Phaeria will, at least 30 days before the new Third Party Subprocessor processes any Customer Data, inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) by sending an email to the Notification Email Address.
(b) Customer may object to any new Third Party Subprocessor by terminating the applicable Agreement immediately upon written notice to Phaeria, on condition that Customer provides such notice within 90 days of being informed of the engagement of the subprocessor as described in Section 11.4(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.

12. Effect of Amendment.

To the extent of any conflict or inconsistency between the terms of this Data Processing Amendment and the remainder of the applicable Agreement, the terms of this Data Processing Amendment will govern. Subject to the amendments in this Data Processing Amendment, such Agreement remains in full force and effect. For clarity, if Customer has entered more than one Agreement, this Data Processing Amendment will amend each of the Agreements separately.

Appendix 1: Subject Matter and Details of the Data Processing


Subject Matter
Phaeria’s provision of the Services and related technical support to Customer.
Duration of the Processing
The applicable Term plus the period from expiry of such Term until deletion of all Customer Data by Phaeria in accordance with the Data Processing Amendment.
Nature and Purpose of the Processing
Phaeria will process Customer Personal Data submitted, stored, sent or received by Customer for the purposes of providing the Services and related technical support to Customer in accordance with the Data Processing Amendment.
Categories of Data
Personal data submitted, stored, sent or received by Customer, its End Users via the Services may include the following categories of data: user IDs, email, documents, images, tasks and other data.
Data Subjects
Personal data submitted, stored, sent or received via the Services may concern the following categories of data subjects: End Users including Customer’s employees and contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any other person who transmits data via the Services, including individuals collaborating and communicating with End Users.

Appendix 2: Security Measures

As from the Amendment Effective Date, Phaeria will implement and maintain the Security Measures set out in this Appendix 2 to the Data Processing Amendment. Phaeria may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
1. Personnel Security.
Phaeria personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Phaeria conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.
Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Phaeria’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (eg., certifications). Phaeria’s personnel will not process Customer Data without authorization.
2. Subprocessor Security.
Before onboarding Subprocessors, Phaeria conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services
they are engaged to provide. Once Phaeria has assessed the risks presented by the Subprocessor, then subject always to the requirements set out in Section 11.3 (Requirements for Subprocessor Engagement) of this Data Processing Amendment, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.