European union personal information

GDPR data protection addendum

Last updated: June 8, 2022

This Data Protection Addendum (“Addendum”) forms part of the Visual Lease License Agreement (the “Agreement”) between: (i) Visual Lease, LLC (“Vendor”); and end-users of the Visual Lease system (“You” or “Company”) acting on its own behalf and as agent for each Company Affiliate.

In consideration of the mutual obligations hereto, the parties agree that the terms of this Addendum will be added to the Agreement and supersede any online reference to Vendor’s EU privacy agreement.  Unless the context requires otherwise, references to the Agreement also include the Agreement, the Addendum, the Standard Contractual Clauses, and any exhibits, statements of work, and amendments hereto.

Last updated: June 2, 2022

This Data Protection Addendum (“Addendum”) forms part of the Visual Lease License Agreement (the “Agreement”) between: (i) Visual Lease, LLC (“Vendor”); and end-users of the Visual Lease system (“You” or “Company”) acting on its own behalf and as agent for each Company Affiliate.

In consideration of the mutual obligations hereto, the parties agree that the terms of this Addendum will be added to the Agreement and supersede any online reference to Vendor’s EU privacy agreement.  Unless the context requires otherwise, references to the Agreement also include the Agreement, the Addendum, the Standard Contractual Clauses, and any exhibits, statements of work, and amendments hereto.

  1. Definitions
    1. Capitalized terms herein have the meanings set forth in this Addendum, including those set forth below; terms not otherwise defined in this Addendum, have the meaning given in the Agreement.
      1. “Applicable Laws” means any applicable law with respect to the Company Personal Data;
      2. “Controller” means an entity that determines, alone or jointly with others, the purposes and means of the Processing of Personal Data;
      3. “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller;
      4. “Contracted Processor” means Vendor or a Subprocessor;
      5. “Data Subject” means an identified or identifiable natural person located in the EEA;
      6. “EEA” means the European Economic Area;
      7. “GDPR” means EU General Data Protection Regulation 2016/679 and any Member State implementation legislation relating thereto;
      8. “Member State” will have the same meaning as in the GDPR;
      9. “Personal Data” means any information (whether true or not) relating to an identified or identifiable Data Subject; a Data Subject is identifiable if the Data Subject can be identified, directly or indirectly (including in combination with other information);
      10. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Personal Data transmitted, stored or otherwise Processed;
      11. “Process” or “Processing” means any operation or set of operations that is performed upon Company Personal Data, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction.
      12. “Restricted Transfer” means:
        1. a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or
        2. an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, in each case, where such transfer would be prohibited by GDPR, or applicable contractual terms put in place (e.g., between Company and a third-party Controller) to address the data transfer restrictions of GDPR, in the absence of the Standard Contractual Clauses to be established under this Addendum;
      13. “Services” means the services and other activities to be supplied to or carried out by or on behalf of Vendor for Company Group Members pursuant to the Agreement;
      14. “Company Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
      15. “Company Group Member” means Company or any Company Affiliate;
      16. “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of a Company Group Member (including where such Company Group Member is acting as a Processor for a third party Controller) pursuant to or in connection with the Agreement;
      17. “Standard Contractual Clauses” means the contractual clauses set out in Annex 2;
      18. “Subprocessor” means any person (including any third party, but excluding an employee of Vendor) appointed by or on behalf of Vendor to Process Company Personal Data in connection with the Agreement, including any other subprocessor of the Vendor who agrees to receive from the Vendor or from any other subprocessor of Vendor Personal Data exclusively intended for the Processing activities to be carried out on behalf of the Company after the transfer in accordance with its instructions, the terms of this Addendum, and the terms of the written subcontract;
      19. “Supervisory Authority” shall mean the competent EEA data protection authority.
  2. Processing of Company Personal Data
    1. Vendor will, and will ensure that each Subprocessor will:
      1. comply with GDPR when Processing Company Personal Data; and
      2. not Process Company Personal Data other than on Company’ documented instructions or as permitted under the Agreement unless Processing is required by Applicable Laws, in which case Vendor will to the extent permitted by Applicable Laws inform Company of that legal requirement before the relevant Processing of that Personal Data.
    2. Company (for each Company Group Entity) instructs Vendor (and authorises Vendor to instruct each Subprocessor duly engaged under this Addendum) to, as reasonably necessary for the provision of the Services and consistent with the Agreement, (i) Process Company Personal Data; and (ii) in particular, transfer Company Personal Data to the United States or any other country where Vendor will process Company Personal Data pursuant to this Addendum.
    3. Annex II to this Addendum sets out certain information regarding the Contracted Processors’ Processing of the Company Personal Data as required by Article 28(3) of the GDPR. Vendor may make reasonable amendments to Annex II from time to time as Vendor reasonably considers necessary to meet those requirements. Nothing in Annex II (including as amended pursuant to this section 2.3) confers any right or imposes any obligation on any party to this Addendum.
  3. Vendor Personnel
  4. Vendor will take reasonable steps to ensure the reliability of any employee, agent, or contractor of Vendor and any Subprocessor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Company Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

  5. Security
  6. 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 to the rights and freedoms of natural persons, including from a Personal Data Breach, Vendor will (and will require each Subprocessor to) in relation to the Company 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.

  7. Subprocessing
    1. Each Company Group Member authorizes Vendor to appoint Subprocessors in accordance with this Section and any restrictions in the Agreement.
    2. Each Company Group Member consents to allowing Vendor to continue to utilize those Subprocessors identified at https://www.visuallease.com/GDPRsubprocessors, and as such list is updated from time to time. Vendor will provide notice of any change in Subprocessors to all registered Users of the Visual Lease platform and provide Company Group Members the ability to object to any new Subprocessor within thirty (30) days of such notice.
    3. With respect to each Subprocessor, Vendor will:
      1. ensure that the arrangement between Vendor and the relevant Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Company Personal Data as those set out in this Addendum and meets the requirements of Article 28(3) of the GDPR.
  8. Data Subject Rights
    1. Taking into account the nature of the Processing, Vendor will assist each Company Group Member by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company Group Members’ obligations to respond to requests to exercise Data Subject rights under GDPR
    2. Vendor will:
      1. promptly notify Company if any Contracted Processor receives a request from a Data Subject under GDPR in respect of Company Personal Data; and
      2. 6.2.2 ensure that the Contracted Processor does not respond to that request except on the documented instructions of Company or the relevant Company Affiliate or as required by Applicable Laws to which the Contracted Processor is subject, in which case Vendor will, to the extent permitted by Applicable Laws, inform Company of that legal requirement before the Contracted Processor responds to the request.
  9. Personal Data Breach
    1. Vendor will notify Company without undue delay upon Vendor or any Subprocessor becoming aware of a Personal Data Breach affecting Company Personal Data. Vendor shall further assist Company in fulfilling its personal data breach notification obligations under GDPR, taking into account the nature of the processing and the information available to Vendor.
    2. Vendor will co-operate with Company and take such reasonable commercial steps as are directed by Company, at Vendor’s cost, to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.
  10. Data Protection Impact Assessment, and Prior Consultation
  11. Vendor will (and will require that each Subprocessor will) provide reasonable assistance, at Company’s cost, to each Company Group Member with any data protection impact assessments, and prior consultations with Supervisory Authorities, which Company reasonably considers to be required of any Company Group Member by Article 35 or 36 of the GDPR, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

  12. Deletion or Return of Company Personal Data
    1. 9.1 Upon request by Company, Vendor will (and will procure Contracted Processors to) return or, upon request, delete all Company Personal Data within a reasonable time after receiving such request. In any event, Contracted Processors shall delete all Company Personal Data within sixty (60) days of the date of cessation of the Services.
    2. 9.2 Each Contracted Processor may retain Company Personal Data to the extent and for such period as required by Applicable Laws, provided that the provisions of this Addendum will continue to apply for so long as the Company’s Personal Data is Processed by Contracted Processor.
  13. Audit Rights
    1. Vendor will make available to Company on request all information reasonably necessary to demonstrate compliance with this Addendum, and, at Company’s expense, will allow for and contribute to audits, including inspections, by Company or an auditor mandated by Company in relation to the Processing of the Company Personal Data by the Contracted Processors
    2. Company will give Vendor at least thirty (30) days notice of any audit or inspection to be conducted under this Section. Except as otherwise required by Applicable Laws or a relevant Supervisory Authority, any audit or inspection will be conducted within normal business hours and no more than once in any calendar year.
  14. Restricted Transfers
    1. Company for itself and each Company Group Member (each a “data exporter”) and Vendor, as appropriate, (as “data importer”), hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer.
    2. The Standard Contractual Clauses will come into effect on the later of:
      1. the data exporter becoming a party to them;
      2. the data importer becoming a party to them; and
      3. commencement of the relevant Restricted Transfer
    3. Section 13.1 will not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of GDPR.
  15. Company Representation

    Company and each Company Group Member represents and warrants that Company Personal Data has been lawfully collected by Company (or Company Group Member, as the case may be) and transferred to Vendor in accordance with Company (or Company Group Member, as the case may be)’s obligations under Applicable Laws such as, but not limited to, obtaining necessary consents and authorizations from, and giving appropriate notice to, data subjects, so that Vendor can carry out its Services as a Processor.

  16. General Terms
    1. Order of precedence. Nothing in this Addendum reduces Vendor or any Subprocessor’s obligations under the Agreement in relation to the protection of Personal Data or permits Vendor or any Subprocessor to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement, it being acknowledged that certain subprocessing is necessary by Vendor in order to assist Vendor with providing and/or efficiently facilitating the services to Company. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail. In the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement, the provisions of the Agreement will prevail.
    2. Changes in Data Protection Laws, etc. If any variation is required to this Addendum as a result of a change in GDPR or any variation is required to the Standard Contractual Clauses, then the parties agree to make any necessary variations to this Addendum and/or the Standard Contractual Clauses, as applicable, to address such changes.

This Addendum is entered into and becomes a binding part of the Agreement with effect from the date of latest execution of the Agreement.

ANNEX

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1
Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
  2. The Parties:
    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex A. (hereinafter each “data exporter”), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex A. (hereinafter each “data importer”) have agreed to these standard contractual clauses (hereinafter: “Clauses”).
  1. These Clauses apply with respect to the transfer of personal data as specified in Annex B.
  2. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2
Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8 – Module One: Clause 8.5 (e) and Clause 9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
    3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
    4. Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional
Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex A.
  2. Once it has completed the Appendix and signed Annex A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1          Instructions

  1. The data importer shall process the personal data only on documented instructions from the data The data exporter may give such instructions throughout the duration of the contract.
  2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2          Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3          Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4          Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5          Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6          Security of processing

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7          Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8          Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9          Documentation and compliance

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. The Parties shall be able to demonstrate compliance with these In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
  3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
  4. The data exporter may choose to conduct the audit by itself or mandate an independent Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9
Use of sub-processors

  1. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data The data importer shall notify the data exporter of any failure by the sub- processor to fulfil its obligations under that contract.
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10
Data subject rights

  1. The data importer shall promptly notify the data exporter of any request it has received from a data It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11
Redress

  1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle It shall deal promptly with any complaints it receives from a data subject.
  2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
    1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
    2. refer the dispute to the competent courts within the meaning of Clause 18.
  4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12
Liability

  1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  1. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex C, shall act as competent supervisory authority.
    [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
    [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant  to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
  2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14
Local laws and practices affecting compliance with the Clauses

  1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
    2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
    3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination
  3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on
  5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
  6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15
Obligations of the data importer in case of access by public authorities
15.1        Notification

  1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
    1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the
  2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies,
  4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on
  5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2        Review of legality and data minimisation

  1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data It shall also make it available to the competent supervisory authority on request.
  3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16
Non-compliance with the Clauses and termination

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever
  2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is This is without prejudice to Clause 14(f).
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    2. the data importer is in substantial or persistent breach of these Clauses; or
    3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
  4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
  5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17
Governing law
These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18
Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member
  2. The Parties agree that those shall be the courts of the EU Member State specified in Clause 17 above.
  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX

A. LIST OF PARTIES

Data exporter(s):

  1. Name: Company as named in the Agreement

Address:  Per Agreement
Contact person’s name, position, and contact details: Per Agreement
Activities relevant to the data transferred under these Clauses: Per Agreement
Role (controller/processor): Controller

Data importer(s)

  1. Name: Visual Lease, LLC

Address:  100 Woodbridge Center Drive, Woodbridge NJ 07095
Contact person’s name, position, and contact details:  accountmanagement@visuallease.com
Activities relevant to the data transferred under these Clauses: Per Agreement
Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Subject matter and duration of the Processing of Company Personal Data
The subject matter and duration of the Processing of the Company Personal Data are set out in the Agreement and this Addendum and may include the storage of business emails and contract information related to Company’s real estate leases or other commercial contracts.

The nature and purpose of the Processing of Company Personal Data
As set forth in the Agreement, namely the storage of such potential Company Personal Data in the performance of the processing services.

The types of Company Personal Data to be Processed
This is determined at the Company or Company’s end user’s discretion but could include business emails, phone numbers and the like inputted by Company or Company’s end user related to its commercial agreements.

The categories of Data Subject to whom the Company Personal Data relates
This is determined at the Company or Company’s end user’s discretion but could include business emails, phone numbers and the like inputted by a Company or Company’s end user related to its commercial agreements.

The obligations and rights of Company and Company Affiliates
The obligations and rights of Company and Company Affiliates are set out in the Agreement and this Addendum.

C. COMPETENT SUPERVISORY AUTHORITY

Per the applicable language in Section 13.

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

  • All Endpoints are protected by Anti-Virus/Intrusion protection software.
  • The data importer leverages AV/Intrusion Protection technology provided by a third party provider.
  • All firewall logs are back hauled to a central log/report repository.
  • The data importer monitors the network 24/7 for any security anomalies.
  • The data importer centrally manages Microsoft and third-party software patches.
  • All changes that occur on the network have a formal change management policy in place and are recorded.
  • All inbound/outbound Internet traffic is allowed on a need-to-have basis.
  • DNS traffic is only allowed to leverage secure OPEN DNS infrastructure.
  • VLC maintains organizational control via its internal security and IT policies, available upon request.

ANNEX III – LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

https://www.visuallease.com/GDPRsubprocessors