Data Processing Addendum

Last updated: November 8th, 2020

              

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of the agreement between the Coveo contracting entity under such agreement (“Coveo”) and Customer and its Authorized Affiliates (“ Customer”) for the subscription of the Hosted Services and related services (“Services”) (collectively, the “ Agreement”). This DPA only applies to the extent, in the course of providing the Hosted Services, there is Processing of Personal Data (as such terms are defined herein) by Coveo and a written contract is required between Customer and Coveo under Privacy Laws (as defined below). This DPA shall become effective concurrently with the Agreement.

The parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

1. DEFINITIONS . The following terms, when used herein, have the meaning set forth in this Section. Other terms are defined when they are used. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. If applicable, the definitions below include similar terms as defined in Privacy Laws.

  1. 1.1 Authorized Affiliates” means any of Customer's Affiliate(s) which (a) is subject to Privacy Laws and (b) is permitted to use the Hosted Services pursuant to the Agreement between Customer and Coveo.

  2. 1.2 CCPA” means the California Consumer Privacy Act and its implementing regulations.

  3. 1.3 Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

  4. 1.4 Privacy Laws” means all applicable data protection and privacy laws and regulations, which may include the GDPR and the CCPA.

  5. 1.5 Data Subject” means the identified or identifiable natural person to whom Personal Data relates.

  6. 1.6 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 also known as the General Data Protection Regulations.

  7. 1.7 Personal Data” has the meaning ascribed to it in Privacy Laws where such data is Customer Data.

  8. 1.8 Processing”, and its cognates, mean 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.

  9. 1.9 Processor” means the entity which Processes Personal Data on behalf of the Controller.

  10. 1.10 Selling” or its cognates have the meaning ascribed to it in the CCPA.

  11. 1.11 Security Exhibit” means Coveo’s security exhibit.

  12. 1.12 Sub-Processor” means any Processor engaged by Coveo or its Affiliates.

  13. 1.13 Standard Contractual Clauses” means the agreement executed by and between Customer and Coveo and attached hereto as Schedule 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

2. PROCESSING OF PERSONAL DATA

  1. 2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Coveo is the Processor.

  2. 2.2 Personal Data. In connection with the performance of the Agreement, Customer and Coveo may each disclose to the other party personal data where each party will act as an independent controller. Each party agrees that it shall process such personal data as a controller and is independently responsible for compliance with all Privacy Laws (e.g. obligations of controllers) and its respective privacy policies.

  3. 2.3 Customer’s Processing of Personal Data. Customer shall, in its use of the Hosted Services, Process Personal Data in accordance with the requirements of Privacy Laws. For the avoidance of doubt, Customer’s written instructions for the Processing of Personal Data shall comply with Privacy Laws. Customer warrants that it has and will continue to have the right to transfer or provide access to Personal Data to Coveo for Processing in accordance with the terms of the Agreement and this DPA. Customer shall have sole responsibility for the adequacy, relevancy, accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

  4. 2.4 Coveo’s Processing of Personal Data. Coveo shall Process Personal Data only on behalf of and in accordance with the lawful written instructions of Customer. For the purposes of this section, Customer instructs Coveo to Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and the applicable Order(s) and (ii) Processing to comply with other documented reasonable instructions provided by Customer (e.g. via e-mail) where such instructions are consistent with the terms of the Agreement.

  5. 2.5 CCPA. Coveo is specifically prohibited from: (a) Selling Personal Data; (b) retaining, using, or disclosing Personal Data for any purpose other than for the specific purpose of performing the Hosted Services under the Agreement, including retaining, using, or disclosing the Personal Data for a commercial purpose other than providing the Hosted Services specified in the Agreement or as otherwise permitted by the CCPA and; (c) retaining, using, disclosing Personal Data outside of the direct business relationship between Customer and Coveo. Coveo understands the restrictions set forth in this section and certifies that it will comply with it.

3. RIGHTS OF DATA SUBJECTS. Coveo shall, to the extent legally permitted, promptly notify Customer if Coveo receives a request from a Data Subject seeking to exercise its rights regarding Personal Data under Privacy Laws (“ Data Subject Request”). Customer is solely responsible for responding to Data Subject Requests. Coveo shall not respond to a Data Subject Request without Customer’s prior written consent, except to the extent required by Privacy Laws. Upon reception of Customer’s notice, Coveo shall, insofar as this is possible, provide reasonable assistance to Customer in the fulfilment of its obligation to respond to a Data Subject Request.

 

4. COVEO PERSONNEL

  1. 4.1 Confidentiality. Coveo shall ensure that its personnel and agents (“Coveo Personnel”) engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received training regarding information security and privacy and have executed written confidentiality agreements. Coveo shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

  2. 4.2 Reliability. Coveo shall take commercially reasonable efforts to ensure that all Coveo Personnel who will have access to Personal Data are reliable, as described in the Security Exhibit.

  3. 4.3 Limitation of Access. Coveo shall ensure that Coveo’s access to Personal Data is limited to those Personnel performing Hosted Services in accordance with the Agreement and on a need-to-know basis.

5. SUB-PROCESSORS

  1. 5.1 Appointment of Sub-Processors. Customer acknowledges and agrees that Coveo may engage its Affiliates and third-parties as Sub-Processors and agrees that Coveo may engage Coveo’s current Sub-Processors listed as of the date of the last signature below at https://www.coveo.com/en/pages/sub-processors or such successor URL designated by Coveo (“ Sub-Processor Page”) in accordance with this DPA and the Agreement and subject to the following requirements:

    1. 5.1.1 Coveo must carry out a due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Personal Data required by the Agreement and this DPA.

    2. 5.1.2 Coveo shall make available on the Sub-Processor Page a mechanism for Customer to subscribe to notifications of additions or replacements of Sub-Processors, thereby giving Customer the opportunity to object to such changes on data protection grounds by notifying Coveo in writing within ten (10) days of the receipt of Coveo’s notification. In the event Customer objects to a new Sub-Processor, Coveo shall use reasonable efforts to avoid Processing of Personal Data by the objected Sub-Processor and will work with Customer in order to achieve resolution. If Customer can reasonably demonstrate that the new Sub-Processor is unable to Process Personal Data in compliance with the terms of this DPA and Coveo cannot provide an alternative Sub-Processor, or the parties are not otherwise able to achieve resolution, Customer, as its sole and exclusive remedy, may terminate without penalty the applicable Order Form(s) with respect only to those Hosted Services which cannot be provided by Coveo without the use of the objected-to new Sub-processor, by providing written notice to Coveo.

    3. 5.1.3 Coveo must ensure that the arrangement between Coveo and the relevant Sub-Processor is governed by a written contract including data protection terms required under Privacy Laws.

  2. 5.2 Emergency replacement. Coveo may replace a Sub-Processor if such replacement is urgent, necessary to provide the Hosted Services and beyond Coveo’s reasonable control. In the event of such an emergency replacement, Coveo will notify Customer as soon as reasonably practicable and Customer shall retain the right to object to such replacement under the terms of Section 5.1.2.

  3. 5.3 Liability. Coveo shall be liable for the acts and omissions of its Sub-Processors to the same extent Coveo would be liable if performing the services of each Sub-Processor directly under the terms of this DPA.

6. SECURITY

  1. 6.1 Controls for the Protection of Personal Data. Taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of processing as well as the risks of varying likelihood and severity for rights and freedoms of natural persons posed by the Processing, Coveo maintains appropriate technical and organizational measures for the protection of the security, confidentiality, availability and integrity of Personal Data, as set forth in the Security Exhibit. Coveo regularly monitors compliance with the Security Exhibit to ensure the effective implementation of these technical and organizational measures. Coveo will not materially decrease the overall security of the Hosted Services during the term of the Agreement.

  2. 6.2 Review of the documentation. Coveo reviews and updates its information security program at least annually or whenever there is a material change in Coveo’s practices that affects the security, confidentiality, availability, or integrity of Personal Data.

  3. 6.3 Risk assessments. Coveo conducts routine risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, availability, and integrity of electronic, paper, and other systems containing Personal Data and evaluate and improve, where necessary, the effectiveness of its technical and organizational measures for limiting those internal and external risks.

  4. 6.4 Access to Personal Data. Access rights to Personal Data by Coveo Personnel are approved by Coveo (including, but not limited to, least privileged or segregation of duties). Access rights are audited and reviewed on a regular basis. Coveo maintains an up-to-date record of security privileges of individuals having access to Personal Data.

  5. 6.5 Certifications and security audits

    1. 6.5.1 Upon Customer’s written request, and subject to the confidentiality obligations set forth in the Agreement, Coveo shall make available to Customer a copy of Coveo’s then most recent audit report performed by an independent third-party auditor.

    2. 6.5.2 Customer may audit Coveo in accordance with the Security Exhibit to control Coveo’s compliance with this DPA and Privacy Laws.

  6. 6.6 Disaster recovery and Business continuity

    1. 6.6.1 Coveo has up-to-date disaster recovery and business continuity plans. Coveo will provide a copy of its current disaster recovery and business continuity plans upon Customer’s request.

    2. 6.6.2 The disaster recovery and business continuity plans are tested periodically, or when changes make it necessary. Tests are documented and any findings and lessons learned during tests will be used for continuous improvement of the disaster recovery and business continuity plans.

7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION. Coveo maintains a written security incident response plan and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data (“Personal Data Breach”). Coveo shall deploy commercially reasonable efforts to identify the cause of such Personal Data Breach and take those steps as deemed necessary and reasonable in order to mitigate or remediate the cause of the Personal Data Breach to the extent it is within Coveo’s reasonable control.

8. STORAGE, RETURN AND DELETION OF PERSONAL DATA

  1. 8.1 Customer may specify in the Order the Coveo region(s) where Personal Data will be hosted ("Region"). Once Customer has selected a Region, Coveo will not Process Personal Data from outside the Region except to provide the Hosted Services, or as necessary to comply with applicable law.

  2. 8.2 Coveo shall delete Personal Data and, upon Customer’s request, return Analytics Data in accordance with the procedures and timeframes specified in the “Data Retention” Section of the Agreement.

9. TRANSFER MECHANISM FOR EUROPEAN DATA TRANSFERS

  1. 9.1 Standard Contractual Clauses. The Standard Contractual clauses (“SCCs”) attached as Schedule 1 will apply where the applicable transfer of Personal Data is not subject to the laws of a jurisdiction recognized by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR). By signing this DPA, each Party is deemed to have signed the SCCs attached as Schedule 1 as "data importer" in the case of Coveo and as "data exporter" in the case of Customer, to the extent required by Privacy Laws. The Parties acknowledge and agree that the SCCs shall be interpreted in light of the written instructions agreed between Customer and Coveo.

10. COMPLIANCE WITH PRIVACY LAWS

  1. 10.1 General Compliance. Coveo shall Process Personal Data in accordance with Privacy Laws directly applicable to Coveo's provision of the Hosted Services.

  2. 10.2 Data Protection Impact Assessment. To the extent required by Privacy Laws and upon Customer’s written request, Coveo shall reasonably assist Customer to carry out a Data Protection Impact Assessment in order for Customer to comply with Privacy Laws.

  3. 10.3 Data Protection Officer. Coveo has appointed a data protection officer that can be reached at coveoprivacy@coveo.com.

11. MISCELLANEOUS TERMS

  1. 11.1 Parties. By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under Privacy Laws, in the name and on behalf of its Authorized Affiliates, if and to the extent Coveo Processes Personal Data for which such Authorized Affiliates qualify as the Controller.

  2. 11.2 Changes to the DPA. If any variation to this DPA is required as a result of a change in Privacy Laws, then either party may provide written notice to the other party of that change in law. The parties will discuss and negotiate in good faith any necessary variations to this DPA to address such changes.

  3. 11.3 Updates to the DPA. Coveo may modify the terms herein from time to time by posting a revised version on the Coveo website and the modified terms will become effective upon posting.

  4. 11.4 Conflict. In the event of any conflict or inconsistency between this DPA and the Agreement, this DPA shall prevail.

  5. 11.5 Survival. Coveo’s obligations under this DPA will survive expiration or termination of the Agreement and completion of the Services as long as Coveo Processes Personal Data.

  6. 11.6 Notices. To be deemed duly received, any notice or request from Customer to Coveo pursuant to this DPA shall be sent by e-mail to coveoprivacy@coveo.com.

Last updated: November 8th, 2020


SCHEDULE 1: STANDARD CONTRACTUAL CLAUSES

These Clauses are deemed to be amended from time to time, to the extent that they relate to a Restricted Transfer which is subject to the Data Protection Laws of a given country or territory, to reflect (to the extent possible without material uncertainty as to the result) any change (including any replacement) made in accordance with those Data Protection Laws.

If these Clauses are not governed by the law of a Member State, Contracted Processor will comply mutatis mutandis with terms of the Standard Contractual Clauses applicable to the data importer, and the following meanings will apply

1. “supervisory authority”’ shall mean the relevant data protection regulator or other government body with equivalent supervisory authority over the data controller.

2. references to “Member State” shall mean “jurisdiction”.

Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

THE PARTIES HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Background

The data exporter has entered into a data processing addendum (“ DPA”) with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.

Clause 1

Definitions

For the purposes of the Clauses:

(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and ' supervisory authority' will have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; [If these Clauses are governed by a law which extends the protection of data protection laws to corporate persons, the words “except that, if these Clauses govern a transfer of data relating to identified or identifiable corporate (as well as natural) persons, the definition of "personal data" is expanded to include those data” are added.]

(b) 'the data exporter' means the controller who transfers the personal data;

(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words "and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC" are deleted.]

(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) 'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor will be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; [If these Clauses are not governed by the law of a Member State, the words "within the meaning of Directive 95/46/EC" are deleted.]

(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which will be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which will be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

3. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

4. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor will be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer will promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter will be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses will be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The data importer will not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it will do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer will remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.

2. The prior written contract between the data importer and the subprocessor will also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor will be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub processing of the contract referred to in paragraph 1 will be governed by the law of the Member State in which the data exporter is established.

4. The data exporter will keep a list of sub processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which will be updated at least once a year. The list will be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor will, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or will destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.


Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is: Customer (as defined in the Agreement)

Data importer

The data importer is: Coveo (as defined in the Agreement), is a provider of cloud services which processes Personal Data upon the written instructions of the data exporter and in accordance with the terms of the Agreement and the applicable Order(s).

Data subjects

The Personal Data transferred concern the following categories of data subjects: Data exporter may submit Personal Data to the Hosted Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

· Data exporter’s Users, including individuals who have validated credentials to access and use the Products and end-users of the Products. Users may include, for example, the data exporter’s Affiliates, employees, consultants, contractors, agents and website users, as applicable.

· Employees, agents, advisors, freelancers of data exporter (who are natural persons).

· Prospects, customers, business partners and vendors of data exporter (who are natural persons).

· Employees or contact persons of data exporter’s prospects, customers, business partners and vendors.

Categories of data

The Personal Data transferred concern the following categories of data: Data exporter may submit Personal Data to the Hosted Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

· Identification data (first and last name, title, date of birth, etc.)

· Contact information (email, phone, address, etc.)

· Professional life data (company, position, employer, employee number, etc.)

· IT information (IP address, usage data, cookie ID, location data, etc.)

Special categories of data (if appropriate)

The Personal Data transferred concern the following special categories of data: Subject to any applicable restrictions and/or conditions in the Agreement, the data exporter may include “special categories of personal data” (as defined in the GDPR) in Personal Data, the extent of which is determined and controlled by the data exporter in its sole discretion.

Processing operations

The Personal Data transferred will be subject to the following basic processing activities: The data importer will only process Personal Data in the course of providing the Services, as specified in the Agreement.


Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

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

The data importer will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Hosted Services. The technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) for the Processing of Personal Data are described in the Security Exhibit made available by data importer upon request from the data exporter.


Appendix 3 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and sets out the parties' interpretation of their respective obligations under specific Clauses identified below. Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.

Clause 5(a): If the data exporter intends to suspend the transfer of personal data and/or terminate the Standard Contractual Clauses, it shall endeavour to provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance (“ Cure Period”). If after the Cure Period the data importer has not or cannot cure the non-compliance, then the data exporter may suspend or terminate the transfer of personal data immediately. The data exporter shall not be required to provide such notice in instance where it considers there is a material risk of harm to data subjects or their personal data.

Clause 5(f): Data exporter acknowledges and agrees that it exercises its audit right under Clause 5(f) by instructing data importer to comply with the audit measures described in Section 6.5.2 of the DPA.

Clause 5(j): The parties acknowledge the obligation of the data importer to send promptly a copy of any onward subprocessor agreement it concludes under the Clauses to the data exporter. The parties further acknowledge that, pursuant to subprocessor confidentiality restrictions, data importer may be restricted from disclosing onward subprocessor agreements to data exporter. Notwithstanding this, data importer shall use reasonable efforts to require any subprocessor it appoints to permit it to disclose the subprocessor agreement to data exporter. Even where data importer cannot disclose a subprocessor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably can in connection with such subprocessing agreement to data exporter.

Clause 6: Any claims brought under the Clauses shall be subject to any aggregate limitations on liability set out in the Agreement. In no event shall any party limit its liability to a data subject with respect to any data subject rights under these Clauses.

Clause 11: The parties acknowledge that Article 28 of the GDPR allows for the general written authorisation of a subprocessor subject to notice of, and the opportunity to object to, the subprocessor. Accordingly, data exporter provides a general consent to data importer, pursuant to Clause 11 of the Standard Contractual Clauses, to engage onward subprocessors. Such consent is conditional on data importer’s compliance with the requirements set out in Section 5 (Sub-processing) of the DPA.