Data Processing Addendum
This Data Processing Addendum (“DPA”) forms part of the Terms of Service, Platform Agreement, Order or other written agreement entered into between Skycore LLC. (“Skycore”) and you that incorporates this Addendum by reference (the “Agreement”), and governs the Processing of Personal Information by Skycore in providing its services (the “Service”) pursuant to the Agreement. This DPA is effective upon its incorporation into the Agreement, which incorporation may be referenced in the Agreement or specified an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement. The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.
“Data Subject” means any individual that has Personal Information Processed under this Addendum.
“Data Protection Legislation” means the EU Data Protection Directive 95/46/EC, the GDPR, together with all applicable legislation relating to data protection and privacy including all local laws and regulations which amend or replace them, as well as any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time.
“Personal Information” means any data relating to an identified or identifiable individual where such data is provided to us or collected in connection with provision of the Service under the Agreement and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
“GDPR” means the General Data Protection 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.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
“Security Incident” means a breach of security of the Service or our systems which are used to Process Personal Information leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information which is processed by us in the context of this Addendum.
“Processing” means any operation or set of operations performed on Personal Information, encompassing the collection, recording, organization, structuring, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction of Personal Information.
“Processor” means a natural or legal person, public authority, agency, or other body that processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the clauses attached hereto 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.
Data Subject Categories. The Controller Customer End Users and other users including Customer Users such as the Controller’s employees, contractors, collaborators, customers, prospects, suppliers, and subcontractors. Data Subjects also include individuals attempting to communicate with or transfer Personal Data to the Controller.
Types of Personal Data. Personal Data categories we process include:
Contact Information such as email address or phone number,
Personal Information such as name, gender, date of birth, address, educational affiliation,
Other Data such as navigational data (cookies), email data, system usage data, application integration data, and other electronic data or communications submitted, stored, sent, or received by Customers and end-users.
Health Information such as a medical diagnosis or any medical related data that can be used to identify an individual.
Employment Information such as employee identification, business title, business email, business phone number.
Sensitive Information such as political opinions, religious or philosophical beliefs, trade union membership.
Purpose of the Processing. Personal Data will be Processed in order to provide mobile messaging or mobile commerce services set out and otherwise agreed to in the Agreement for the duration of the Agreement. The nature of Processing activities will be specified in the Agreement or an Order. We are required to Process contact information in order to send a message, receive a message or process a commercial transaction to provide our Services. We process personal information in order to personalize messages sent by Customers to Data Subjects, segment message lists of Data Subjects for a Customer, or provide age gates (ie 13, 18, 21) as required by law to prevent access from certain content(alcohol, tobacco, etc) or services. We Process Other Data in order to support and provide our Services. We may process Health Information such as text messages submitted with medical data sent by Data Subjects. We may process Employment Information from our Customer end users. We may process Sensitive Information such as text messages submitted with political opinions for political organization Customers, text messages submitted with religious beliefs to or from religious organization customers. We may process and deliver trade union membership cards or messages to trade union members on behalf of a trade union. Since data pseudonymisation cannot be performed on a mobile phone number, we will only process sensitive information if the Controller has received explicit consent and the Processing is subject to a derogation of the law.
3. The Processor
The parties acknowledge and agree that Customer is the “Controller” and Skycore is the “Processor” as it relates to Data Protection Legislation. We, the Processor, shall collect, process, and use Personal Information only within the scope of the Controller’s Instructions. If we believe that an Instruction of the Controller infringes the Data Protection Legislation, we shall immediately inform the Controller and defer Processing until new Instructions are provided. We will not be liable to the Controller for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing. We shall ensure that any personnel whom the Processor authorizes to process Personal Information on its behalf is subject to confidentiality obligations with respect to that Personal Information.
4. The Controller
The parties reiterate and confirm that Customer is the “Controller” and Skycore is the “Processor” as it relates to Data Protection Legislation. The Controller’s instructions for the Processing of Personal Information shall comply with the Data Protection Legislation. The controller shall inform us about any errors or irregularities related to statutory provisions on the Processing of Personal Information by Processor. The Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy regarding the disclosure and transfer of Personal Information to the Processor and the Processing of Personal Information within the scope of the Agreement. This DPA is the Controllers complete and final Instruction to the Processor in relation to Personal Information and those additional instructions outside the scope of this DPA require a prior written agreement between the parties.
We will notify the Controller as soon as practicable after we become aware of any Security Incident affecting any Personal Information. At the Controller’s request, we will promptly provide the Controller with all reasonable assistance necessary to enable the notification competent authorities and/or affected Data Subjects of the relevant Security Incident, if Controller is required to do so under Data Protection Legislation.
The Controller acknowledges and agrees that, in connection with the performance of the services under the Agreement, Personal Information will be transferred to our servers in the United States. We have certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks as administered by the U.S. Department of Commerce, in order to implement appropriate safeguards for such transfers pursuant to Article 46 of the GDPR. The Standard Contractual Clauses will apply with respect to Personal Information that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data.
We acknowledge and agree that as the Processor, following the termination or expiry of the Agreement, we will delete all Personal Information processed pursuant to this DPA. We may be required to keep backup copies to the extent required to comply with Data Protection Legislation. The Controller shall, before termination or expiration of the Agreement and by way of issuing an Instruction, stipulate the reasonable method and format to return of any Personal Information before it is deleted. Controller will be responsible for any additional cost arising in connection with the return or deletion Personal Information.
We take the appropriate technical and organizational measures to adequately protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Information, as described in the Standard Contractual Clauses. We will also assist you with conducting any legally required data protection impact assessments, if so required by the Data Protection Legislation, taking into account the nature of Processing and the information available to us. We may charge a reasonable fee for any such assistance, as permitted by applicable law. In accordance with Article 32 of the GDPR, our Services have been designed with reasonable technical and organizational measures that will enable you to secure the Personal Information we Process for you. We will facilitate your compliance with your obligation to implement security measures with respect to Personal Information, by (i) implementing and maintaining the security measures described herein, (ii) complying with notification obligations for Security Incidents; and (iii) on request, providing information in relation to the Processing we perform for you or our organizational and technical security measures.
Security measures include:
- Prevent unauthorized persons from physically gaining access to Processing systems by using means of physical access control,
- Prevent Processing systems from being used without authorization by requiring strong passwords, two factor login, change management and access logging.
- Limit access rights and privileges to only persons entitled to access the Processing system and gain access to the Personal Information as they are entitled and ensure Personal Information cannot be read, copied, modified or deleted without authorization.
- Encrypt all data transmitted, communicated or stored ensuring that Personal Information that may be included in such data cannot be read, copied, modified or deleted without authorization.
- Allow only integrations into Processing systems through secure web services and from a data sources controlled by the Controller
- Log an audit trail to document whether and by whom Personal Information have been entered into, modified in, or removed from Processors systems.
- Ensuring that Personal Information is Processed solely in accordance with the Instructions of the Controller.
- Perform Back-ups on a regular basis to ensure that Personal Information is protected against accidental destruction or loss.
- Logically segregate data from different customers’ environments to ensure that Personal Information collected is processed separately.
Data Subject Requests
The Controller is responsible for handling any requests from Data Subjects with respect to their Personal Information which is Processed under this Addendum. If such request is made directly to us, we will promptly inform the Controller and will advise the Data Subjects to submit their request to the Controller. The Controller shall be solely responsible for responding to any Data Subjects’ requests. We will provide reasonable assistance to enable Controller to comply with the request from Data Subjects with respect to their Personal Information, to the extent permitted by the law. Controller shall reimburse Processor for the costs arising from this assistance.
You agree that we may disclose Personal Information to our subcontractors for purposes of providing the Service (“Sub-Processors”), provided that we enter into an agreement with our Sub-Processors to impose obligations regarding the Processing of Personal Information that are at least as protective of Personal Information as those that apply to us hereunder, including requiring the Sub-Processors to only process Personal Information to the extent required to perform the obligations sub-contracted to them. The Controller consents to our Sub-processors listed herein. Where the Sub-processors fails to meet its data protection obligations, we will remain liable to the Controller for the performance of such obligations and all acts and omissions of the Sub-Processors.. If we intend to use Sub-Processors other than the companies listed in herein, the we will notify the Controller thereof in writing by email and will give the Controller the opportunity to confirm or object the new sub-Processors within 30 days after being notified. If the Processor and Controller are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party. Controller shall receive a refund of any prepaid but unused fees for the period following the effective date of termination. The Controller shall have the right to review all sub-Processor’s activities in accordance with this DPA and the Data Protection Legislation, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the Sub-Processing contract. We have subsidiaries and sub-Processors in a country outside the European Economic Area (“EEA”) not recognized by the European Commission as providing an adequate level of protection for personal data we shall, and already have a legal mechanism in place for each Sub-Processor to achieve adequacy in respect of that processing is in place.
We shall make available to all information necessary to demonstrate compliance with our obligations in this Addendum, to the extent that such information is within our control and we is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party. We shall, upon Controller’s written request and within a reasonable period of time, provide Controller with all technical and organizational information about our Processing of Personal Information and allow a Controller to audit the technical and organizational measures taken by us at regular intervals. We will supply, on request, any existing attestation or certificate by an independent professional expert and conduct an on-site inspection of our business operations upon reasonable advance agreement. At your request, we will assist you in the event of an investigation by a competent regulator, including a data protection regulator or similar authority, if and to the extent that such investigation relates to the Processing of Personal Information by us on your behalf in accordance with this Addendum. We may charge a reasonable fee for such requested assistance except where such investigation arises from a breach of the Agreement or this Addendum by us, to the extent permitted by applicable law.
We may update and change any part or all of this DPA as needed to comply with Data Protection Legislation. If we update or change this DPA, the updated version will be posted at https://www.skycore.com/terms/dpa/ and we will inform Controllers through email. The updated DPA will become effective and binding on the next business day after it is posted. When we change the DPA, the “Last Modified” date above will be updated to reflect the date of the most recent version. If you do not agree with a modification to the DPA, you must notify us in writing within thirty (30) days after receiving notice of modification and then previous modification will remain effective until your renewal date.
In case of any conflict, this DPA shall take precedence over the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.
Upon the incorporation of this DPA into the Agreement, the parties are agreeing to the Standard Contractual Clauses and all appendixes attached thereto. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
This DPA is an amendment to and forms part of the Agreement. Upon the incorporation of this DPA into the Agreement the Controller and the Processor entity that are each a party to the Agreement are also each a party to this DPA. If a party is not the party to the Agreement, the party will be a party to this DPA and to the Standard Contractual Clauses.
IF YOU ARE NOT A PARTY TO THE AGREEMENT BUT A PARTY TO THE DPA, YOU AGREE THAT OUR AGGREGATE LIABILITY TO YOU WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU ACTUALLY PAID US IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
The legal entity agreeing to this DPA as Controller represents that it is authorized to agree to and enter into this DPA for, and is agreeing to this DPA solely on behalf of, the Controller.
EU Commission Standard Contractual Clauses
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 “Data Exporter” and “Data Importer” 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.
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall 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;
(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;
(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 organisational 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.
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.
Third-party beneficiary clause
- 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.
- 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.
- 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 shall be limited to its own processing operations under the Clauses.
- 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.
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 organisational 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;
(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).
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 organisational 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 shall 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 shall 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.
- 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.
- 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.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
- 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 shall be limited to its own processing operations under the Clauses.
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.
Cooperation with supervisory authorities
- 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.
- 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.
- The data importer shall 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 shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
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.
- The data importer shall 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 shall 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 fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
- The prior written contract between the data importer and the subprocessor shall 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 shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Obligation after the termination of personal data-processing services
- The parties agree that on the termination of the provision of data-processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall 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.
- 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 Standard Contractual Clauses
APPENDIX 1 to the Standard Contractual Clauses
This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
A. Data exporter
The data exporter is the Customer, as defined in the Skycore Terms of Service (“Agreement”).
B. Data importer
The data importer is Skycore LLC., a global provider of mobile messaging and commerce software.
C. Data subjects
Categories of data subjects set out under Section 2 of the Data Processing Amendment to which the Clauses are attached.
D. Categories of data
Categories of personal data set out under Section 2 of the Data Processing Amendment to which the Clauses are attached.
E. Special categories of data (if appropriate)
We anticipate the possibility of a Controller exporting certain special categories of data listed in Section 2 of the Data Processing Amendment. Any special categories of data imported by us will only be Processed in the case where the Controller obtains ‘explicit’ consent, their use of our Services affords a derogation of the law or the Controller performs pseudonymisation of the data where the data is not attributed to an identified or identifiable natural person.
F. Processing operations
The processing activities set out under Section 2 of the Data Processing Agreement to which the Clauses are attached refer to the Agreement to which the DPA is incorporated.
APPENDIX 2 to Standard Contractual Clauses
This Appendix forms part of the Standard Contractual Clauses.
In accordance with Clauses 4(d) and 5(c) we are providing a description of the technical and organizational security measures we have implemented as the data importer. We currently observes the security measures described in our information security information page https://www.skycore.com/information-security/. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, we reserve the right to update these measures at any time provided that such modification does not result in a reduced protection to the Data Subjects.
EXHIBIT 2 – Sub-Processors of Personal Data
Amazon Web Services Inc (Application Hosting)
Authorize.net Inc (Payment Processing)
First Data (Payment Processing)
Stripe (Payment Processing)
ChargeOver (Payment Processing)