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June 2022
THIS ADDENDUM is made on the same date as the Master Services Agreement.
BETWEEN:
(1) Customer as described in the Master Services Agreement between Customer and LogiSense
Corporation (the “Customer”); and
(2) LOGISENSE CORPORATION, a corporation incorporated pursuant to the laws of Ontario,
Canada, with its registered address at 278 Pinebush Drive, Unit 101, Cambridge, Ontario,
Canada, N1T 1Z6 (the “LogiSense”)
(each a “Party” and together the “Parties”).
WHEREAS:
(A) The Customer and LogiSense have entered into a Master Services Agreement (the
“Agreement”).
(B) In the course of providing services under the Agreement, LogiSense processes personal data
on behalf of the Customer.
(C) The Parties wish to amend the Agreement with effect from the date of the Agreement (the
“Effective Date”) by adding the terms set out in this Addendum, which is supplemental to the
Agreement.
NOW IT IS AGREED AS FOLLOWS:
1. Supplemental Terms
1.1 With effect from the Effective Date, the following terms shall form part of the Agreement:
1. Data Protection
1.1 For the purposes of this clause:
“Data Protection Law” means all applicable data protection law, including the General
Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018
of the United Kingdom (the “Data Protection Act”) and the UK General Data Protection
Regulation and any legislation which amends, extends, consolidates, re-enacts or
replaces same, including any statutory instruments and regulations that may be made
pursuant thereto from time to time.
The terms ‘controller’, ‘personal data’, ‘personal data breach’, ‘processor’ and
‘process’ shall have the meanings given to them under Data Protection Law.
1.2 LogiSense acknowledges that in performing its obligations under the Agreemen t
LogiSense processes personal data on behalf of the Customer. In such circumstances,
LogiSense acknowledges that the Customer is the controller or a processor acting on
behalf of the controller and LogiSense is a processor or sub-processor, as each term is
defined in Data Protection Law.
1.3 LogiSense shall process the categories of personal data set out in the Appendix 1 to this
Addendum in the context of performing its obligations under, and for the duration of,
the Agreement. The obligations and rights of the Customer shall be as set out in this
Addendum.
June 2022
1.4 In respect of the personal data referred to in Clause 1.3:
(a) LogiSense shall process such personal data only in accordance with the
documented instructions of the Customer, including with regard to trans fers
of personal data to a third country and solely as necessary for the performance
of its obligations under the Agreement, unless required to do so by EU or EU
Member State law to which LogiSense is subject, or by UK law, as applicable,
in which case LogiSense shall inform the Customer of that legal requiremen t
before processing (unless that law prohibits such information on important
grounds of public interest);
(b) LogiSense shall ensure that the persons authorised by LogiSense to process
such personal data are bound by appropriate confidentiality obligations;
(c) LogiSense shall implement such technical and organisational security
measures as are required to comply with the data security obligations under
Data Protection Law, which may include, as appropriate:
(i) the pseudonymisation and encryption of personal data;
(ii) the ability to ensure the ongoing confidentiality, integrity, availability
and resilience of processing systems and services;
(iii) the ability to restore the availability and access to personal data in a
timely manner in the event of a physical or technical incident;
(iv) a process for regularly testing, assessing and evaluating the
effectiveness of technical and organisational measures for ensuring the
security of the processing;
(b) LogiSense is authorised to engage the sub-processors listed on Appendix 2 to
this Addendum to undertake processing on its behalf, provided that, upon
Customer’s request, it provides the Customer with prior notice in writing
containing details of the sub-processors that it engages and informs the
Customer of any intended changes concerning the addition or replacement of
such sub-processors and provides the Customer with a reasonable opportunity
to object to such changes;
(c) where any sub-processor engaged by LogiSense will be processing such
personal data, LogiSense shall ensure that a written contract exists between
LogiSense and the sub-processor containing clauses equivalent to those
imposed on LogiSense in this clause. In the event that any sub-processor fails
to meet its data protection obligations, LogiSense shall remain fully liable to
the Customer for the performance of the sub-processor’s obligations;
(d) LogiSense shall assist the Customer by implementing appropriate technical
and organisational measures to allow the Customer to comply with requests
from data subjects to exercise their rights under Data Protection Law;
(e) LogiSense shall, at the cost and expense of the Customer, assist the Customer
in ensuring compliance with applicable obligations in respect of security of
personal data, data protection impact assessments, and prior consultation
requirements under Data Protection Law;
June 2022
(f) LogiSense shall: (i) at the choice of the Customer, delete or return all such
personal data to the Customer when LogiSense ceases to provide services
relating to data processing; and (ii) delete all existing copies of such personal
data unless EU law or the laws of an EU Member State, or UK law, as
applicable, require storage of the personal data;
(g) LogiSense shall: (i) make available to the Customer all information reasonably
necessary to demonstrate compliance with the obligations laid down in this
clause; and (ii) at the cost and expense of the Customer, allow for and assist
with audits, including inspections, conducted by the Customer or another
party mandated by the Customer, in order to ensure compliance with the
obligations laid down in this clause, including its data security obligations
under Data Protection Law. The Customer shall take into account adherence
by LogiSense to an approved code of conduct or an approved certification
mechanism to aid demonstration by LogiSense that it is compliant with the
provisions of this clause;
(h) LogiSense shall inform the Customer immediately if, in its opinion, it receives
an instruction from the Customer in connection with clause 1.4(i) which
infringes Data Protection Law; and
(i) LogiSense shall notify the Customer without undue delay after becomin g
aware of any breach of security leading to the accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to, such
personal data and shall provide the Customer with such co-operation and
assistance as may be reasonably required to comply with any notification or
reporting obligations which may apply in respect of, any such personal data
breach.
2. Miscellaneous
2.1 Capitalised terms not otherwise defined in this Addendum shall have the meanings set forth
in the Agreement.
2.2 Save to the extent explicitly amended by this Addendum, the Agreement shall continue in full
force and effect. To the extent that there is a conflict or inconsistency between the terms of this
Addendum and the Agreement, such conflict or inconsistency shall be resolved by giving
precedence to this Addendum.
2.3 This Addendum and the Agreement shall together constitute the entire agreement between the
Parties with respect to their subject matter, supersede all previous drafts, arrangements ,
understandings or agreements between the Parties with respect to their subject matter and may
not be modified except by an instrument in writing signed by the duly authorised
representatives of the Parties. Each of the Parties acknowledges and agrees that in entering
into this Addendum it does not rely on and shall have no remedies in respect of, any
undertaking, promise, assurance, statement, representation, warranty or understanding
(whether in writing or not) of any person (whether party to this Addendum or not) relating to
the subject matter of this Addendum, other than as expressly set out in this Addendum.
2.4 This Addendum may be executed in any number of counterparts, each of which when executed
and delivered by one or more of the Parties to this Addendum is an original, but all the
counterparts together constitute the same document provided that this Addendum shall not
be effective until each party has executed and delivered at least one counterpart. The Parties
agree that this Addendum may be executed electronically. Transmission of an executed
counterpart of this Addendum (but for the avoidance of doubt not just a signature page) by (a)
June 2022
fax or (b) email (in PDF, JPEG or other agreed format) shall also constitute delivery of an
executed counterpart of the Addendum.
2.5 This Addendum shall be governed by and construed in accordance with the laws of the
governing law of the Agreement.
June 2022
IN WITNESS WHEREOF the Parties have executed this Addendum on the date written above
SIGNED for and on behalf of
[CUSTOMER]
by
(Name)
(Title)
(Date)
SIGNED for and on behalf of:
LOGISENSE CORPORATION
by
Kevin Fox
Director, Security & Technical Operations
(Date)
June 2022
Appendix 1 – Details of Data Processing
Subject matter, nature Subject matter of processing: personal data, as defined under Data
and purpose of the Protection Law.
processing
Nature of Processing: the scope, nature and purpose of the processing is
the provision of services by LogiSense to Customer as set forth in the
Agreement.
Duration Duration of the Agreement.
Categories of data Customer’s customers; end users of Customer’s customers.
subjects
Types of personal Demographic Data name
data i.e. any
information relating Contact Details Personal/work email address
to an identified or Personal/work telephone number
identifiable person. Work postal address
Digital Identifiers meta data
Special Categories of Not applicable.
Data
For additional clarity, Customer agrees that it
will not make available the following categories
of information to LogiSense: government issued
personal identification numbers, consumer
financial account information, credit and
payment card information, personal health
information, or information deemed “sensitive”
under applicable Data Protection Law (such as
racial or ethnic origin, political opinions, or
religious or philosophical beliefs) except with
LogiSense’s prior written approval. For the
purpose of clarity examples of governmen t
issued personal identification numbers are
drivers’ license numbers, Social Security
Numbers (U.S)/ Social Insurance Number
(Canada) or the equivalent in the European
Union, passport numbers, etc., but not
information that is typically included in billing
systems such as taxation numbers, company
numbers, address, etc.
Other Not Applicable
June 2022
Appendi x 2 – List of Sub-Processors
The Customer has authorised the use of the following sub-processors:
Sub-Processor Purpose Country DPA Reference
Amazon Web Application Cloud USA https://aws.amazon.com/blogs/security/aws -gdpr-data-
Services Inc. infrastructure processing-
addendum/#:~:text=Data%20Processing%20Addendum(.
pdf
Spreedly Payment USA https://www.spreedly.com/gdpr#:~:text=of%20which%2
Processing and 0is-,hosted%20here.,-This%20DPA%20provides
Gateway
Integration
Workato Workflow and USA https://www.workato.com/legal/dpa
Integration
Automation
Critical River Implementation USA
and Onboarding
Services
Anita Middleton Technical Support USA
LLC services for the
platform
June 2022