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DATA PROCESSING AGREEMENT/ ADDENDUM
This Data Processing Agreement (“DPA”) forms part of the Client Agreement (available at https://www.quali.com/legal/) (the
“Agreement”). You acknowledge that you, on behalf of fill above the company name. incorporated under fill above the country. law,
with its principal offices located at fill above the country. (“Organization”) (collectively, “You”, "Your”, “Client”, or “Data
Controller”) have read and understood and agree to comply with this DPA, and are entering into a binding legal agreement with
QualiSystems as defined below (“QualiSystems”, “Quali”, “Us”, “We”, “Our”, “Service Provider” or “Data Processor”) to
reflect the parties’ agreement with regard to the Processing of Personal Data (as such terms are defined below) of GDPR protected
individuals. Both parties shall be referred to as the “Parties” and each, a “Party”.
WHEREAS, QualiSystems shall provide the services set forth in the Client Agreement (collectively, the “Services”) for Client,
as described in the Agreement;
WHEREAS, The Services may entail the processing of personal data in accordance with the EU Data Protection Directive
95/46/EC and its corresponding implementation laws in the EU Member States, as well as, as of May 25th 2018,
the General Data Protection Regulation (EU) 2016/679 (collectively, the “Data Protection Laws and
Regulations”); and
WHEREAS, In the course of providing the Services pursuant to the Agreement, we may process Personal Data on your behalf,
in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing
of Personal Data within the context of the Services and agree to comply with the following provisions with respect
to any Personal Data, each acting reasonably and in good faith.
NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the Parties, the parties, intending to be legally bound, agree as follows:
1. INTERPRETATION AND DEFINITIONS
1.1 The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect
the provisions of this DPA.
1.2 References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated.
1.3 Words used in the singular include the plural and vice versa, as the context may require.
1.4 Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.
1.5 Definitions:
(a) “Affiliate” means 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.
(b) “Authorized Affiliate” means any of Client'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 Client and QualiSystems, but has not signed its own agreement with QualiSystems
and is not a "Client" as defined under the Agreement.
(c) “Controller” or “Data Controller” means the entity which determines the purposes and means of the
Processing of Personal Data. For the purposes of this DPA only, and except where indicated otherwise, the
term "Data Controller" shall include yourself, the Organization and/or the Organization’s Authorized
Affiliates.
(d) (f) "Data Privacy Framework" or "DPF" means the Data Privacy Framework as adopted by the
European Commission on July 10, 2023;
(e) “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.
(f) “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
(g) “Member State” means a country that belongs to the European Union and/or the European Economic
Area. “Union” means the European Union.
(h) “QualiSystems” means the relevant QualiSystems entity of the following QualiSystems legal entities:
Qualisystems, Ltd. and Qualisystems USA Inc.
(i) “QualiSystems Group” means QualiSystems and its Affiliates engaged in the Processing of Personal Data.
(j) “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).
(k) “Personal Data” means any information relating to an identified or identifiable natural person; an
identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to
an identifier such as a name, an identification number, location data, an online identifier or to one or more
factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that
natural person.
(l) “Process(ing)” 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.
(m) “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the
Controller.
(n) “Sub-processor” means any Processor engaged by QualiSystems.
(o) “Supervisory Authority” means an independent public authority which is established by an EU
Member State pursuant to the GDPR.
2. PROCESSING OF PERSONAL DATA
2.1 Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal
Data, (i) Client is the Data Controller, (ii) QualiSystems is the Data Processor and that (iii) QualiSystems or
members of the QualiSystems Group may engage Sub-processors pursuant to the requirements set forth in
Section 5 “Sub-processors” below.
2.2 Client’s Processing of Personal Data. Client 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, Client’s
instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client shall
have sole responsibility for the means by which Client acquired Personal Data. Without limitation, Client shall
have any and all required legal bases in order to collect, Process and transfer to Data Processor the Personal Data
and to authorize the Processing by Data Processor of the Personal Data which is authorized in this DPA. Client
shall defend, hold harmless and indemnify Data Processor, its Affiliates and subsidiaries (including without
limitation their directors, officers, agents, subcontractors and/or employees) from and against any liability of
any kind related to any breach, violation or infringement by Client and/or its authorized users of any Data
Protection Laws and Regulations and/or this DPA and/or this Section.
2.3 Data Processor’s Processing of Personal Data. Subject to the Agreement, Data Processor shall Process
Personal Data in accordance with Client’s documented instructions for the following purposes: (i) Processing in
accordance with the Agreement and this DPA and to provide the Services; (ii) Processing for Client to be able to
use the Services; (iii) Processing to comply with other documented reasonable instructions provided by Client
(e.g., via email) where such instructions are consistent with the terms of the Agreement; (iv) Processing as required
by Union or Member State law to which Data Processor is subject; in such a case, Data Processor shall inform
the Client of the legal requirement before processing, unless that law prohibits such information on important
grounds of public interest.
To the extent that Data Processor cannot comply with a request from Client and/or its authorized users (including,
without limitation, any instruction, direction, code of conduct, certification, or change of any kind), Data
Processor (i) shall inform Client, providing relevant details of the problem, (ii) Data Processor may, without any
kind of liability towards Client, temporarily cease all Processing of the affected Personal Data (other than securely
storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof,
each Party may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing,
and Client shall pay to Data Processor all the amounts owed to Data Processor or due before the date of
termination. Client will have no further claims against Data Processor (including, without limitation, requesting
refunds for Services) due to the termination of the Agreement and/or the DPA in the situation described in this
paragraph (excluding the obligations relating to the termination of this DPA set forth below).
QualiSystems will not be liable in the event of any claim brought by a third party, including, without limitation, a Data
Subject, arising from any act or omission of QualiSystems, to the extent that such is a result of Client’s instructions.
If Client provides QualiSystems or any of the entities of the QualiSystems Group with instructions, requests,
suggestions, comments or feedback (whether orally or in writing) with respect to the Services, Client acknowledges
that any and all rights, including intellectual property rights, therein shall belong exclusively to QualiSystems and that
such shall be considered QualiSystems’s intellectual property without restrictions or limitations of any kind, and Client
hereby irrevocably and fully transfers and assigns to QualiSystems any and all intellectual property rights therein and
waives any and all moral rights that Client may have in respect thereto.
2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Data Processor is the
performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose
of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this
DPA are further specified in Schedule 1 (Details of the Processing) to this DPA.
3. RIGHTS OF DATA SUBJECTS
3.1 Data Subject Request. Data Processor shall, to the extent legally permitted, promptly notify Client if Data
Processor receives a request from a Data Subject to exercise the Data Subject's right of access, right to
rectification, erasure (“right to be forgotten”), restriction of Processing, data portability, right to object, or its
right not to be subject to automated individual decision making (“Data Subject Request”). Taking into account
the nature of the Processing, Data Processor shall assist Client by appropriate technical and organizational
measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a Data Subject Request
under Data Protection Laws and Regulations. In addition, to the extent Client, in its use of the Services, does not
have the ability to address a Data Subject Request, Data Processor shall upon Client’s request provide
commercially reasonable efforts to assist Client in responding to such Data Subject Request, to the extent Data
Processor 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, Client shall be responsible for any costs arising
from Data Processor’s provision of such assistance.
4. QUALISYSTEMS PERSONNEL
4.1 Confidentiality. Data Processor shall ensure that its personnel engaged in the Processing of Personal Data have
committed themselves to confidentiality and non-disclosure.
4.2 Data Processor may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required
by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable
Data Protection Laws and Regulations (in such a case, Data Processor shall inform the Client of the legal
requirement before the disclosure, unless that law prohibits such information on important grounds of public
interest), or (c) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel(s), data
protection advisor(s) and accountant(s).
5. AUTHORIZATION REGARDING SUB-PROCESSORS
5.1 Appointment of Sub-processors. Client acknowledges and agrees that (a) Data Processor’s Affiliates may be
used as Sub-processors; and (b) Data Processor and/or Data Processor’s Affiliates respectively may engage
third-party Sub-processors in connection with the provision of the Services.
5.2 List of Current Sub-processors and Notification of New Sub-processors. Data Processor shall make available to
Client the current list of Sub-processors used by Data Processor via https://www.quali.com/legal/ . Such Sub-
processor list shall include the identities and details of those Sub-processors and their country of location (“Sub-
processor List”). Client hereby grants a general authorization to QualiSystems to appoint new Sub-processors.
The Sub-processor List as of the date of execution of this DPA, or as of the date of publication (as
applicable), is hereby, or shall be (as applicable), authorized by Client. In any event, the Sub-processor
List shall be deemed authorized by Client unless it provides a written reasonable objection for reasons
related to the GDPR within ten (10) business days following the publication of the Sub-processor List.
Client may reasonably object for reasons related to the GDPR to Data Processor’s use of an existing Sub-processor
by providing a written objection to dpa@quali.com. In the event Client reasonably objects to an existing Sub-
processor, as permitted in the preceding sentences, Client may, as a sole remedy, terminate the applicable Agreement
and this DPA with respect only to those Services which cannot be provided by Data Processor without the use of the
objected-to Sub-processor by providing written notice to Data Processor provided that all amounts due under the
Agreement before the termination date with respect to the Processing at issue shall be duly paid to Data Processor. Client
will have no further claims against Data Processor due to (i) past use of approved Sub-processors prior to the date of
objection or (ii) the termination of the Agreement (including, without limitation, requesting refunds) and the DPA in the
situation described in this paragraph.
5.3 Agreements with Sub-processors. This Section 5 shall not apply to subcontractors of QualiSystems which provide
ancillary services to support the performance of the DPA. This includes, for example, telecommunication services,
maintenance and user service, cleaning staff, or auditors.
6. SECURITY
6.1 Controls for the Protection of Personal Data. Data Processor shall maintain all industry-standard technical
and organizational measures required pursuant to Article 32 of the GDPR 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, Personal Data), confidentiality
and integrity of Personal Data. Data Processor regularly monitors compliance with these measures. Upon the
Client’s request, Data Processor will assist Client, at Client’s cost, in ensuring compliance with the obligations
pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information
available to Data Processor.
6.2 Third-Party Certifications and Audits. Upon Client’s written request at reasonable intervals, and subject to
the confidentiality obligations set forth in the Agreement and this DPA, Data Processor shall make available to
Client (or Client’s independent, third-party auditor that is not a competitor of Data Processor) all reasonable
information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and
contribute to audits, including inspections (provided, however, that such information, audits, inspections and
the results therefrom, including the documents reflecting the outcome of the audit and/or the inspection, shall
only be used by Client to assess compliance with this DPA, and shall not be used for any other purpose or
disclosed to any third party without Data Processor’s prior written approval and, upon Data Processor's first
request, Client shall return all records or documentation in Client's possession or control provided by Data
Processor or obtained in the context of the audit and/or the inspection). With respect to audits and inspections,
the parties shall discuss in good faith and agree on the scope, timing and details of the audits and inspections.
To the extent that Data Processor’s obligations in this section involve more than 8 hours/man of work, Client
shall bear the costs and expenses of complying with this clause. Nothing in this DPA will require QualiSystems
either to disclose to Client (and/or its authorized auditors), or provide access to: (i) any data of any other
customer of Client; (ii) Client’s internal accounting or financial information; (iii) any trade secret of Client; or
(iv) any information that, in Client’s sole reasonable discretion, could compromise the security of any of Client’s
systems or premises or cause Client to breach obligations under any applicable law or its obligations to any third
party.
7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION
Data Processor shall notify Client without undue delay after becoming aware of the accidental or unlawful
destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, including Personal Data,
transmitted, stored or otherwise Processed by Data Processor or its Sub-processors of which Data Processor
becomes aware (a “Personal Data Incident”). Data Processor shall make reasonable efforts to identify the
cause of such Personal Data Incident and take those steps as Data Processor deems necessary and reasonable in
order to remediate the cause of such a Personal Data Incident to the extent the remediation is within Data
Processor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Client or
Client’s users. In any event, Client will be the party responsible for notifying supervisory authorities and/or
concerned data subjects (where required by Data Protection Laws and Regulations).
8. RETURN AND DELETION OF PERSONAL DATA
Subject to the Agreement, Data Processor shall, at the choice of Client, delete or return the Personal Data to
Client after the end of the provision of the Services relating to processing, and shall delete existing copies unless
applicable law requires storage of the Personal Data. In any event, to the extent required or allowed by applicable
law, Data Processor may retain one copy of the Personal Data for evidence purposes and/or for the
establishment, exercise or defense of legal claims and/or to comply with applicable laws and regulations. If the
Client requests the Personal Data to be returned, the Personal Data shall be returned in the format generally
available for Data Processor’s Clients.
9. AUTHORIZED AFFILIATES
9.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Client enters
into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby
establishing a separate DPA between Data Processor. Each Authorized Affiliate agrees to be bound by the
obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with
the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein
by an Authorized Affiliate shall be deemed a violation by Client.
9.2 Communication. The Client shall remain responsible for coordinating all communication with Data Processor
under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to
this DPA on behalf of its Authorized Affiliates.
10. OTHER PROVISIONS
10.1 GDPR. The Parties will Process the Personal Data in accordance with the GDPR requirements directly
applicable to each Party in the context of the provision and use of the Services.
10.2 Collaboration with Clients’ Data Protection Impact Assessments. Upon Client’s request, Data Processor
shall provide Client, at Client’s cost, with reasonable cooperation and assistance needed to fulfil Client’s
obligation under the GDPR to carry out a data protection impact assessment related to Client’s use of the
Services, to the extent Client does not otherwise have access to the relevant information, and to the extent such
information is available to Data Processor. Data Processor shall provide, at Client’s cost, reasonable assistance
to Client in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks
relating to Section 10.2 of this DPA, to the extent required under the GDPR.
10.3 Transfer mechanisms for data transfers.
a) Transfers to countries that offer adequate level of data protection: Personal Data may be transferred from
the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United
Kingdom (collectively, “EEA”) to countries that offer adequate level of data protection under or pursuant to the
adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member
States or the European Commission (“Adequacy Decisions”), without any further safeguard being necessary.
b) Transfers to other countries: If the Processing of Personal Data includes transfers from the EEA to countries which
do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other
Countries”), the Parties shall comply with Article 46 of the GDPR, and shall execute, if required, the standard data
protection clauses adopted by the relevant data protection authorities of the EEA, the Union, the Member States or the
European Commission or comply with any of the other mechanisms provided for in the GDPR for transferring Personal
Data to such Other Countries.
c) Transfers to the U.S: QualiSystems has self-certified as part of the Data Privacy Framework and as such,
QualiSystems adheres to the Data Privacy Framework Principles. Our Data Privacy Framework certification is
available here, therefore transfers of Personal Data to QualiSystems in the United States under the Data Privacy are
declared adequate by the European Commission, without any further transfer mechanism being necessary. The Parties
hereby decide to execute the SCCs which shall apply to the transfers subject to this Section 10.3 in the event that a
Supervisory Authority invalidates the Data Privacy Framework in such a way that following the invalidation of the
mechanism in question, the transfer of the Personal Data subject to it would be unlawful without an alternative
mechanism.
10.4 For clarity, responsibility for compliance with the obligations corresponding to Data Controllers under Data
Protection Laws and Regulations shall rest with Client and not with QualiSystems. QualiSystems may, at Client’s
cost, provide reasonable assistance to Client with regards to such obligations.
11. TERMINATION
This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services
are provided.
12. RELATIONSHIP WITH AGREEMENT
In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of
this DPA shall prevail over the conflicting provisions of the Agreement.
Notwithstanding anything to the contrary in the Agreement and/or in any agreement between the parties and to the
maximum extent permitted by law: (A) Data Processor’ (including Data Processor’s Affiliates’) entire, total and
aggregate liability, for any breach of this DPA and/or Data Protection Laws and Regulations, including, if any, any
indemnification obligation under the Agreement regarding data protection or privacy or Personal Data, shall be limited
to the amounts paid to Data Processor under the Agreement. This limitation of liability is cumulative and not per
incident; and (B) in no event will Data Processor and/or Data Processor Affiliates and/or their third-party providers,
be liable under, or otherwise in connection with this DPA for: (i) any indirect, exemplary, special, consequential,
incidental or punitive damages; (ii) any loss of profits, business, or anticipated savings; (iii) any loss of, or damage
to data, reputation, revenue or goodwill; and/or (iv) the cost of procuring any substitute goods or services; and (C)
the foregoing exclusions and limitations on liability set forth in this Section shall apply: (i) even if Data Processor,
Data Processor Affiliates or third-party providers, have been advised, or should have been aware, of the possibility of
losses or damages; (ii) even if any remedy in this DPA fails of its essential purpose; and (iii) regardless of the form,
theory or basis of liability (such as, but not limited to, breach of contract or tort).
13. AMENDMENTS
This DPA may be amended at any time by a written instrument duly signed by each of the Parties.
14. LEGAL EFFECT
This DPA shall only become legally binding between Client and Data Processor when the formalities steps set
out in the Section “INSTRUCTIONS ON HOW TO EXECUTE THIS DPA” below have been fully completed.
15. SIGNATURE
The Parties represent and warrant that they each have the power to enter into, execute, perform and be bound by this
DPA.
You, as the signing person on behalf of Client, represent and warrant that you have, or you were granted, full authority
to bind the Organization and, as applicable, its Authorized Affiliates to this DPA. If you cannot, or do not have
authority to, bind the Organization and/or its Authorized Affiliates, you shall not supply or provide Personal Data to
QualiSystems.
By signing this DPA, Client enters into this DPA on behalf of itself and, to the extent required or permitted under
applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the
extent that QualiSystems processes Personal Data for which such Authorized Affiliates qualify as the/a “data
controller”.
This DPA has been pre-signed on behalf of QualiSystems.
Instructions on how to execute this DPA.
1. To complete this DPA, you must complete the missing information; and
2. Send the completed and signed DPA to us by email, indicating the Client’s Account name and Number, to
dpa@quali.com.
Upon receipt of the validly-completed DPA by Qualisystems at this email address, this DPA shall come into effect
and legally bind the parties.
List of Schedules
SCHEDULE 1 - DETAILS OF THE PROCESSING
CHEDULE 2 – SUB-PROCESSOR LIST
SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES
The parties' authorized signatories have duly executed this Agreement:
CLIENT:
Signature:
Client Legal Name:
Print Name:
Title:
Date:
QualiSystems Ltd.
Signature:
Legal Name: LIOR KORIAT
Print Name: LIOR KORIAT
Title: CEO
Date: MAY 26, 2024
QualiSystems USA Inc.
Signature:
Legal Name: LIOR KORIAT
Print Name: LIOR KORIAT
Title: CEO
Date: MAY 26, 2024
SCHEDULE 1 - DETAILS OF THE PROCESSING
Subject matter
Data Processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as
further instructed by Client in its use of the Services.
Nature and Purpose of Processing
1. Providing the Service(s) to Client.
2. Setting up an account/account(s) for Client.
3. Setting up profile(s) for users authorized by Clients.
4. For Client to be able to use the Services.
5. For Data Processor to comply with documented reasonable instructions provided by Client where such
instructions are consistent with the terms of the Agreement.
6. Performing the Agreement, this DPA and/or other contracts executed by the Parties.
7. Providing support and technical maintenance, if agreed in the Agreement.
8. Resolving disputes.
9. Enforcing the Agreement, this DPA and/or defending Data Processor’s rights.
10. Management of the Agreement, the DPA and/or other contracts executed by the Parties, including fees
payment, account administration, accounting, tax, management, litigation; and
11. Complying with applicable laws and regulations, including for cooperating with local and foreign tax
authorities, preventing fraud, money laundering and terrorist financing.
12. All tasks related with any of the above.
Duration of Processing
Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the
consequences of the expiration or termination thereof, Data Processor will Process Personal Data for the duration
of the Agreement, unless otherwise agreed upon in writing.
Type of Personal Data
Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in
its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
● First name
● Last name
● Business Address
● Phone number
● Email address
● Company
● Title
● Country
● Personal Data included in the management of the Client’s Project(s)
● Payment information
● Business information
● Any other Personal Data or information that the Client decides to provide to the Data Processor.
The Client and the Data Subjects shall provide the Personal data to Data Processor by supplying the Personal data to (a) the
Data Processor’s Service, or (b) via email, or (c) otherwise to Data Processor’s personnel (e.g. sales managers,
technical sales, support representatives).
Without derogating from the foregoing and for avoidance of doubt, all Personal Data regulated in this DPA is not
regulated and/or covered in Our privacy policy, available at Privacy Policy | Quali.
Categories of Data Subjects
Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in
its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories
of data subjects:
● Client’s customers and/or clients
● Client’s users authorized by Client to use the Services
● Employees, agents, advisors, freelancers of Client (who are natural persons)
● Prospects, Clients, business partners and vendors of Client (who are natural persons)
● Employees or contact persons of Client’s prospects, Clients, business partners and vendors.
The frequency of the transfer. Continuous.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period. As
described in this DPA and/or the Agreement
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing. As detailed in Schedule 2.
SCHEDULE 3 - STANDARD CONTRACTUAL CLAUSES
EU SCCs. If the Processing of Personal Data includes transfers from the EEA to countries outside the EEA which do not offer
adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Chapter
V of the GDPR. The Parties hereby agree to execute the Standard Contractual Clauses, as available here, as updated, amended,
replaced or superseded from time to time by the European Commission as follows:
a) The Standard Contractual Clauses (Controller-to-Processor) if applicable, will apply with respect to restricted transfers
between Client and Qualisystems that are subject to the EU GDPR.
b) The Parties agree that for the purpose of transfer of Personal Data between Client (as Data Exporter) and Qualisystems (as
Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9,
option 2 shall apply and the method described in Section 5 of the DPA (Sub-Processors) shall apply; (iii) Clause 11 of the Standard
Contractual Clauses shall be not applicable; (iv) In Clause 13: the relevant option applicable to the Client, as informed by Client
to Qualisystems; (v) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed
by the laws of Ireland; and (vi) In Clause 18(b) the Parties choose the courts of Ireland, as their choice of forum and jurisdiction.
c) Annex I.A: With respect to Module Two: (i) Data Exporter is Client as a data controller and (ii) the Data Importer is
Qualisystems as a data processor. Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and
Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these Standard Contractual Clauses
incorporated herein, including their Annexes, as of the Effective Date of the DPA.
d) Annex I.B of the Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing)
of this DPA.
e) Annex I.C of the Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the
Irish supervisory authority.
f) Annex II of the Standard Contractual Clauses shall be completed as described and agreed between the parties in the
Agreement and/or this DPA.
g) Annex III of the Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule
2 (Sub-processor list) of this DPA.
UK SCCs. If the Processing of Personal Data includes transfers from the UK to countries which do not offer adequate level of
data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Article 45(1) of the UK
GDPR and Section 17A of the Data Protection Act 2018. The Parties hereby agree to execute the International Data Transfer
Addendum to the EU Commission Standard Contractual Clauses as follows:
a) The UK Standard Contractual Clauses (Controller-to-Processor) if applicable, will apply with respect to restricted transfers
between Client and Qualisystems that are subject to the UK GDPR.
b) The Parties agree that for the purpose of transfer of Personal Data between Client (as Data Exporter) and Qualisystems (as
Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9,
option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii)
Clause 11 of the Standard Contractual Clauses shall be not applicable; (iv) In Clause 17, option 1 shall apply. The Parties agree
that the Standard Contractual Clauses shall be governed by the laws of England and Wales; and (v) In Clause 18(b) the Parties
choose the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data
importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts, as
their choice of forum and jurisdiction. Which Parties may end this Addendum as set out in Section 19: Importer and/or Exporter,
in accordance with the agreed terms of the DPA.
c) Annex I.A: With respect to Module Two: Data Exporter is Client as a data controller and the Data Importer is Quali as a
data processor. Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering
into the Agreement and this DPA, each Party is deemed to have signed these UK Standard Contractual Clauses incorporated herein,
including their Annexes, as of the Effective Date of the DPA.
d) Annex I.B of the UK Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the
Processing) of this DPA.
e) Annex I.C of the UK Standard Contractual Clauses shall be completed as follows: The competent supervisory authority
is the ICO supervisory authority.
f) Annex II of the UK Standard Contractual Clauses shall be completed as described and agreed between the parties in the
Agreement and/or this DPA.
g) Annex III of the UK Standard Contractual Clauses shall be completed with the authorized sub-processors
detailed in Schedule 2 (Sub-processor list) of this DPA.