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DATA PROTECTION ADDENDUM
This Data Protection Addendum (“Addendum”) forms part of the End User License Agreement,
Services Agreement and/or any other existing agreement(s), order(s) and/or other legally binding
instrument(s) in connection with the provision of Services by Priority Software Ltd. (respectively, the
“Agreement” and “Priority”) between: (i) Priority; and (ii) the customer of the Services
(“Customer”).
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized
terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as
modified below, the terms of the Agreement shall remain in full force and effect.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and
conditions set out below shall be added as an Addendum to the Agreement. Except where the context
requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended
by, and including, this Addendum.
1. Definitions
1.1 In this Addendum, the following terms shall have the meanings set out below and cognate
terms shall be construed accordingly:
1.1.1 “Applicable Laws” means (a) European Union or Member State laws with
respect to any Customer Personal Data in respect of which Customer is subject to
EU Data Protection Laws; and (b) any other applicable law with respect to any
Customer Personal Data in respect of which Customer is subject to any other
Data Protection Laws;
1.1.2 “Customer Personal Data” means any Personal Data Processed by a Contracted
Processor on behalf of Customer pursuant to or in connection with the
Agreement;
1.1.3 “Contracted Processor” means Priority or a Subprocessor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into
domestic legislation of each Member State and as amended, replaced or
superseded from time to time, including by the GDPR and laws implementing or
supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Restricted Transfer” means:
1.1.8.1 a transfer of Customer Personal Data from Customer to a Contracted
Processor; or
1.1.8.2 an onward transfer of Customer Personal Data from a Contracted
Processor to a Contracted Processor, or between two establishments
of a Contracted Processor,
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in each case, where such transfer would be prohibited by Data Protection Laws
(or by the terms of data transfer agreements put in place to address the data
transfer restrictions of Data Protection Laws) in the absence of the Standard
Contractual Clauses to be established under section 5.4 below; For the avoidance
of doubt: where a transfer of Personal Data is of a type authorized by Data
Protection Laws in the exporting country, for example in the case of transfers
from within the European Union to a country (such as Israel) or scheme (such as
the US Privacy Shield) which is approved by the Commission as ensuring an
adequate level of protection or any transfer which falls within a permitted
derogation, such transfer shall not be a Restricted Transfer.
1.1.9 “Services” means the services and other activities to be supplied to or carried out
by or on behalf of Priority for Customer pursuant to the Agreement;
1.1.10 “Standard Contractual Clauses” means the Standard Contractual Clauses
(processors) or any subsequent version thereof released by the European
Commission. The current Standard Contractual Clauses are located on the
European Commission’s website at: https://ec.europa.eu/info/law/law-topic/data-
protection_en;
1.1.11 “Subprocessor” means any person (including any third party, but excluding an
employee of Priority or any of its sub-contractors) appointed by or on behalf of
Priority to Process Personal Data on behalf of the Customer in connection with
the Agreement; and
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal
Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the
same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
1.3 The word “include” shall be construed to mean include without limitation, and cognate terms
shall be construed accordingly.
2. Processing of Customer Personal Data
2.1 Priority will Process Customer Personal Data in accordance with Customer’s documented
instructions, unless Processing is required by Applicable Laws to which the relevant
Contracted Processor is subject, in which case Priority will, to the extent permitted by
Applicable Laws, inform the Customer of that legal requirement before the relevant
Processing of that Personal Data.
2.2 The Customer:
2.2.1 instructs Priority (and authorises Priority to instruct each Subprocessor) to:
2.2.1.1 Process Customer Personal Data; and
2.2.1.2 in particular, transfer Customer Personal Data to any country or
territory, as reasonably necessary for the provision of the Services
and consistent with the Agreement; and
2.2.2 warrants and represents that it is and will at all relevant times remain duly and
effectively authorised to give the instruction set out in section 2.2.1.
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2.3 Customer is and will at all times remain the Controller of the Customer Personal Data
Processed by Priority. Customer is responsible for compliance with its obligations as a
Controller under Applicable Law, in particular for justification of any transmission of
Customer Personal Data to Priority and/or any other Contracted Processor (including
providing any required notices and obtaining any required consents and/or authorizations, or
otherwise securing an appropriate legal basis under Applicable Law), and for Customer’s
decisions and actions concerning the Processing of such Customer Personal Data.
2.4 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors'
Processing of the Customer Personal Data as required by Article 28(3) of the GDPR (and,
possibly, equivalent requirements of other Data Protection Laws). Nothing in Annex 1
confers any right or imposes any obligation on any party to this Addendum.
3. Priority Personnel
Priority will take reasonable steps to ensure that persons authorized to process Personal Data
are subject to confidentiality undertakings or professional or statutory obligations of
confidentiality.
4. Security
Taking into account the state of the art, the costs of implementation and the nature, scope,
context and purposes of Processing as well as the risk of varying likelihood and severity for
the rights and freedoms of natural persons, Priority will in relation to the Customer Personal
Data implement appropriate technical and organizational measures to ensure a level of
security appropriate to that risk, including, as appropriate, the measures referred to in Article
32(1) of the GDPR.
5. Subprocessing
5.1 Customer authorises Priority to appoint (and permit each Subprocessor appointed in
accordance with this section 5 to appoint) Subprocessors in accordance with this section 5 and
any restrictions in the Agreement.
5.2 Priority may continue to use those Subprocessors already engaged by Priority at the date of
this Addendum.
5.2.1 Priority will keep a list of Subprocessors and make it available for Customer’s
review upon request on an annual basis or in the event that a new Subprocessor is
added. Customer consents to Priority’s use of Subprocessors in the performance
of the Services.
5.3 With respect to each Subprocessor, Priority will ensure that such Subprocessor is required by
written contract to abide by the same level of data protection and security as Priority under
this Addendum, as applicable to such Subprocessor’s Processing of Personal Data.
5.4 If that arrangement involves a Restricted Transfer, Priority will:
5.4.1 ensure that the Standard Contractual Clauses are at all relevant times incorporated
into the agreement between Priority and on the other hand the Subprocessor, or
5.4.2 before the Subprocessor first Processes Customer Personal Data procure that it
enters into an agreement incorporating the Standard Contractual Clauses with the
Customer.
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6. Data Subject Rights
Taking into account the nature of the Processing, Priority will, at Customer’s expense, assist
Customer by implementing appropriate technical and organizational measures, insofar as this
is possible, for the fulfilment of the Customer’s obligations, as reasonably understood by
Customer, to respond to requests to exercise Data Subject rights under the Data Protection
Laws. The measures specified in the Priority Data Protection Tools Guide, as published on
Priority’s website at: https://www.priority-software.com are considered by the Customer as
appropriate measures for that purpose.
Personal Data Breach
6.1 Priority will notify Customer without undue delay upon Priority or any Subprocessor
becoming aware of a Personal Data Breach affecting Customer Personal Data, providing
Customer with sufficient information to allow Customer to meet any obligations to report or
inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
6.2 Priority will co-operate with Customer and take such reasonable commercial steps as are
directed by Customer to assist in the investigation, mitigation and remediation of each such
Personal Data Breach.
7. Data Protection Impact Assessment and Prior Consultation
Priority will, at Customer’s expense, provide reasonable assistance to Customer with any data
protection impact assessments, and prior consultations with Supervising Authorities or other
competent data privacy authorities, which Customer reasonably considers to be required by
Article 35 or 36 of the GDPR, in each case solely in relation to Processing of Customer
Personal Data by, and taking into account the nature of the Processing and information
available to, the Contracted Processors.
8. Deletion or return of Customer Personal Data
8.1 Subject to Section 8.2 below, Customer may, by written notice to Priority within fourteen (14)
days of the cessation of any Services involving the Processing of Customer Personal Data
(“Cessation Date”) require Priority to return a copy of all Customer Personal Data to
Customer and delete all other copies of Customer Personal Data Processed by Priority. If
Priority receives no such written notice within fourteen (14) days of the Cessation Date,
Priority will delete all Customer Personal Data and copies thereof.
8.2 Notwithstanding Section 8.1, each Contracted Processor may retain Customer Personal Data
to the extent required by Applicable Laws and only to the extent and for such period as
required by Applicable Laws. Priority will ensure the confidentiality of all such Customer
Personal Data and will ensure that such Customer Personal Data is only Processed as
necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no
other purpose.
9. Audit rights
9.1 Subject to sections 9.2 to 9.4, Priority will make reasonable efforts to make available to
Customer on request information necessary to demonstrate compliance with this Addendum
(to the extend required by Applicable Law),, and, at Customer’s expense, will make
reasonable efforts to allow for and contribute to audits by Customer or an auditor mandated
by Customer in relation to the Processing of the Customer Personal Data by Priority.
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9.2 Information and audit rights of the Customer only arise under section 9.1 to the extent that the
Agreement does not otherwise gives sufficient information and audit rights meeting the
relevant requirements of Data Protection Law (including, where applicable, Article 28(3)(h)
of the GDPR).
9.3 Customer may only mandate an auditor for the purposes of section 9.1 if the auditor is agreed
to by Customer and Priority and the auditor must execute a written confidentiality agreement
acceptable to Priority before conducting the audit.
9.4 Customer shall give Priority reasonable notice of any audit or inspection to be conducted
under section 9.1 and shall (and ensure that each of its mandated auditors) avoid causing any
damage, injury or disruption to Priority’s premises, equipment, personnel and business while
its personnel are on those premises in the course of such an audit or inspection. Priority need
not give access to its premises for the purposes of such an audit or inspection:
9.4.1 to any individual unless he or she produces reasonable evidence of identity and
authority;
9.4.2 outside normal business hours at those premises; or
9.4.3 for the purposes of more than one audit or inspection in any calendar year.
10. General Terms
Order of precedence
10.1 In the event of any conflict or inconsistency between this Addendum and the Standard
Contractual Clauses, the Standard Contractual Clauses shall prevail.
10.2 With regard to the subject matter of this Addendum, in the event of inconsistencies between
the provisions of this Addendum and any other agreements between the parties, including the
Agreement and including (except where explicitly agreed otherwise in writing, signed on
behalf of the parties) agreements entered into or purported to be entered into after the date of
this Addendum, the provisions of this Addendum shall prevail.
Severance
10.3 Should any provision of this Addendum be invalid or unenforceable, then the remainder of
this Addendum shall remain valid and in force. The invalid or unenforceable provision shall
be either (i) amended as necessary to ensure its validity and enforceability, while preserving
the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a
manner as if the invalid or unenforceable part had never been contained therein.
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ANNEX 1: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA
This Annex 1 includes certain details of the Processing of Customer Personal Data as required
by Article 28(3) GDPR.
Subject matter and duration of the Processing of Customer Personal Data
The subject matter and duration of the Processing of the Customer Personal Data are set out in
the Agreement and this Addendum.
The nature and purpose of the Processing of Customer Personal Data
Priority and any Contracted Processor may Process Customer Personal Data for the purpose
of (i) providing the Services to the Customer; (ii) complying with Customer’s documented
written instructions; or (iii) complying with Applicable Law
The types of Customer Personal Data to be Processed
Customer Personal Data typically relates to some or all of the following categories of
Personal Data: personal contact information such as name, home address, home telephone or
mobile number, fax number, email address, and passwords, information concerning family,
lifestyle and social circumstances including age, date of birth, marital status, number of
children etc., employment details including employer name, job title and function,
employment history, salary and other benefits, job, performance and other capabilities,
education/qualification, identification numbers, social security details and business contact
details, financial details, goods and services provided, unique IDs collected from mobile
devices, network carriers or data providers and IP addresses. Nevertheless, Customer has
control over and determines the categories of Customer Personal Data and can configure
and/or customize data fields. Customer may also include in the Customer Personal Data free
text data, as well as attachments.
The categories of Data Subject to whom the Customer Personal Data relates
Data Subjects typically include, among others, Customer’s representatives and end users, such
as Customer employees, job applicants, contractors, collaborators, partners, suppliers,
customers and clients. Nevertheless, Customer has control over and determines the categories
of Data Subjects.
Additional categories of Personal Data and/or Data Subjects may be described in the
Agreement. Notwithstanding the above, Customer shall ensure that Customer Personal Data
does not include any sensitive or special personal data that imposes specific data security or
data protection obligations on Priority in addition to or different from those specified in the
Agreement.
The obligations and rights of Customer
The obligations and rights of Customer are set out in the Agreement and this Addendum.
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