In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
(i) to take reasonable precautions to protect such Confidential Information, and
(ii) not to use (except as expressly permitted herein) or divulge to any third person any such Confidential Information.
1.1. Emergency Downtime means such time as the SaaS Service is offline due to a short-term emergency condition, provided that: (a) the incident lasts less than three (3) hours; and (b) there have been no prior Emergency Downtime incidents within 90 days before the incident.
1.2. Excused Downtime means any downtime that is Maintenance Downtime or Emergency Downtime or that is caused by the failure of any third party vendors, the Internet in general, or any event beyond the reasonable control of the party, including force of nature, war, riot, civil action, terrorism, labor dispute, malicious acts or denial of service by a third party, or failure of telecommunication systems or utilities (“Force Majeure Event”).
1.3. Error means a failure of the SaaS Service to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of the SaaS Service.
1.4. Maintenance Downtime means such time as the SaaS Service is offline for maintenance or backup purposes, provided that the incident is scheduled with Customer at least 24 hours in advance.
1.5. Monthly Availability Percentage means the percentage of time over the course of each calendar month during the Subscription Term, excluding Excused Downtime, that the SaaS Service is available for use by Customer.
1.6. Start Time means the time at which DuneXploration first becomes aware of an Error.
1.7. Update is a SaaS Service release that DuneXploration makes generally available to all DuneXploration customers, along with any corresponding changes to Documentation. An Update may be an error correction or bug fix; or it may be enhancement, new feature, or new functionality.
DuneXploration will provide Support Services to Customer through an online form ( support@yosemitecrew.com ) and a discord chat (https://discord.gg/YVzMq97Bk ) or through other customer support center contacts, set forth below (the“Customer Support Center”). Customer will receive Updates, other software modifications or additions, procedures, or routine or configuration changes that may solve, bypass or eliminate the practical adverse effect of the Error. Customer will designate a certain number of employees or agents that will interface with the Customer Support Center, and submit Errors, requests or support tickets (the “Technical Support Contacts”). Customer is permitted to name as many Technical Contacts as allowed pursuant to the purchased Support Service Subscription. Customer’s non-named Technical Contacts may contact the Customer Support Center only in case of an emergency or on an exception basis, and DuneXploration will respond to such Error submission and cooperate with the non-named Technical Contact, subject to later verification and involvement of a named Technical Support Contact. Additional named Technical Support Contacts may be permitted upon mutual agreement of the parties.
Customer will have access to the Customer Support Center, Monday through Friday, 9 a.m. to 5 p.m. (DuneXploration’s local time). Submitted Errors will be classNameified by severity as set forth in the table below. Customer may assign two (2) Technical Support Contacts, which may contact the Customer Support Center through any of the Customer Support Center Contacts, as set forth below.
DuneXploration will use its commercially reasonable efforts to ensure a Monthly Availability Percentage of the SaaS Service is equal to or greater than 99.99% excluding any Excused Downtime.
5.1. If DuneXploration does not meet the Uptime levels specified below, Customer will be entitled, upon written request, to a service level credit (“Service Level Credit”) to be calculated as follows:
5.2. Customer shall only be eligible to request Service Level Credits if it notifies DuneXploration in writing within thirty (30) days from the end of the month for which Service Level Credits are due. All claims will be verified against DuneXploration’s system records. In the event after such notification DuneXploration determines that Service Level Credits are not due, or that different Service Level Credits are due, DuneXploration shall notify Customer in writing on that finding. Service Level Credits will be applied to the next invoice following Customer’s request and DuneXploration’s confirmation of available credits. Service Level Credits shall be Customer’s sole and exclusive remedy in the event of any failure to meet the Service Levels. DuneXploration will only provide records of system availability in response to good faith Customer claims.
| Phone Support | English |
|---|---|
| Phone Support | English |
| Support Phone | None |
| Support Mail | support@yosemitecrew.com |
| Support Chat | https://discord.gg/YVzMq97Bk |
Customer shall submit each ticket with a severity level designation based on the definitions in the table below. Severity response times do not vary, whether Customer contacts the Customer Support Center via phone or email. DuneXploration shall respond to such ticket in accordance with the severity designation and validate Customer’s severity level designation or notify Customer of a proposed change in the severity level designation with justification for the change. DuneXploration will provide continuous efforts to resolve Severity 1 issues until a workaround or resolution can be provided or until the incident can be downgraded to a lower severity. DuneXploration will use reasonable efforts to meet the target response times for the Errors stated in the table below.
| Severity Level | Description | Response Time |
|---|---|---|
| Severity 1 (Critical) | Any Error in the SaaS Service causing the SaaS Service to be unusable, resulting in a critical impact on the operation of the SaaS Service and there is no workaround DuneXploration will promptly: (i) assign a specialist to correct the Error; (ii) provide ongoing communication on the status of an Update; and (iii) begin to provide a temporary workaround or fix. | Within 2 hours. |
| Severity 2 (Serious) | An Error in a SaaS Service where the SaaS Service will operate but its operation is severely restricted. No workaround is available, and performance may be degraded, or functions are limited. DuneXploration will promptly: (i) assign a specialist to correct the Error; and (ii) provide additional escalated Support Services as determined necessary by DuneXploration. | Within 4 hours. |
| Severity 3 (Moderate) | An Error in the SaaS Service where the SaaS Service will operate with limitations that are not critical to the overall operation, such as a workaround forces user and or a systems operator to use a time-consuming procedure to operate the system; or removes a non -essential feature. DuneXploration will triage the request and may include a resolution in the next Update. | Within 8 hours. |
| Severity 4 (Low) | An Error in the SaaS Service where the SaaS Service can be used with only slight inconvenience. All SaaS Service feature requests fall into this severity level. DuneXploration will triage the request and may include a resolution in the next Update. | Next business day. |
1.1. Emergency Downtime means such time as the SaaS Service is offline due to a short-term emergency condition, provided that: (a) the incident lasts less than three (3) hours; and (b) there have been no prior Emergency Downtime incidents within 90 days before the incident.
1.2. Excused Downtime means any downtime that is Maintenance Downtime or Emergency Downtime or that is caused by the failure of any third party vendors, the Internet in general, or any event beyond the reasonable control of the party, including force of nature, war, riot, civil action, terrorism, labor dispute, malicious acts or denial of service by a third party, or failure of telecommunication systems or utilities (“Force Majeure Event”).
1.3. Error means a failure of the SaaS Service to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of the SaaS Service.
1.4. Maintenance Downtime means such time as the SaaS Service is offline for maintenance or backup purposes, provided that the incident is scheduled with Customer at least 24 hours in advance.
1.5. Monthly Availability Percentage means the percentage of time over the course of each calendar month during the Subscription Term, excluding Excused Downtime, that the SaaS Service is available for use by Customer.
1.6. Start Time means the time at which DuneXploration first becomes aware of an Error.
1.7. Update is a SaaS Service release that DuneXploration makes generally available to all DuneXploration customers, along with any corresponding changes to Documentation. An Update may be an error correction or bug fix; or it may be enhancement, new feature, or new functionality.
The Customer as defined in the Yosemite Crew License and Subscription Terms (SaaS) – hereinafter referred to as the Controller/Data Importer – and DuneXploration as defined in the Yosemite Crew License and Subscription Terms (SaaS) – hereinafter referred to as the Processor/Data Exporter – each a ‘party’; together ‘the parties’ –
HAVE AGREED on the following Data Processing Agreement (the “DPA”) in order to fulfil their obligation according to Art. 28 (3) GDPR.
The Parties have concluded the “Yosemite Crew License and Subscription Terms (SaaS)” under which the Processor performs services for the Customer. For the performance of the services, it is necessary that the Processor processes personal data for and on behalf of the Controller. The purpose of this agreement is to stipulate the obligations of the parties in connection with any processing of personal data by Processor as data processor on behalf of Controller as data controller.
In Cases where the EU-Standard Contractual Clauses apply, the Processor has the right to amend or modify the technical and organisational measures that are set out in the DPA and its APPENDICES and ANNEXES at any time, provided, however, that the level of security shall not fall below the level initially agreed upon.
In cases where the EU-Standard Contractual Clauses apply and Insofar as Processor may claim compensation to the Controller for support services which are not included in the description of the services and which are not attributable to failures on the part of the Processor, the parties may agree in writing in advance to additional remuneration for Processor’s supporting obligations in connection with non-standard data protection requests.
a. The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with [choose relevant option: OPTION 1: Article 28(3) and (4) 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] / [OPTION 2: Article 29(3) and (4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data].
b. The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29 (3) and (4) Regulation (EU) 2018/1725.
c. These Clauses apply to the processing of personal data as specified in Annex II.
d. Annexes I to IV are an integral part of the Clauses.
e. These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
f. These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
a. The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
b. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.
a. Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation.
b. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.
c. These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
a. Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.
b. Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.
c. The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.
The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.
a. The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
b. The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.
The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.
Processing by the processor shall only take place for the duration specified in Annex II.
a. The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (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 purposes of processing and the risks involved for the data subjects.
b. The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
If the processing 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 (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.
a. The Parties shall be able to demonstrate compliance with these Clauses.
b. The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
c. The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.
d. The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
e. The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.
a. OPTION 1: PRIOR SPECIFIC AUTHORISATION: The processor shall not subcontract any of its processing operations performed on behalf of the controller in accordance with these Clauses to a sub-processor, without the controller’s prior specific written authorisation. The processor shall submit the request for specific authorisation at least [SPECIFY TIME PERIOD] prior to the engagement of the sub-processor in question, together with the information necessary to enable the controller to decide on the authorisation. The list of sub-processors authorised by the controller can be found in Annex IV. The Parties shall keep Annex IV up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION: The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least [SPECIFY TIME PERIOD] in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
b. Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
c. At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secrets or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
d. The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
e. The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
a. Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
b. The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.
a. The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
b. The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
c. In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
d. The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.
In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679 or under Articles 34 and 35 Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.
In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:
In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:
Where, and insofar as, it is not possible to provide all this 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.
The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under [OPTION 1] Articles 33 and 34 of Regulation (EU) 2016/679 / [OPTION 2] Articles 34 and 35 of Regulation (EU) 2018/1725.
a. Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
b. The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
c. The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
d. Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.
Controller(s): [Identity and contact details of the controller(s), and, where applicable, of the controller’s data protection officer] The Controller as defined in the DPA.
Processor(s): [Identity and contact details of the processor(s) and, where applicable, of the processor’s data protection officer] The Processor as defined in the DPA
Data Protection Officer of Processor: Anna Upadhyay. She can be reached at security@yosemitecrew.com.
| Module | Categories of Personal Data | Categories of Data Subjects | Purpose |
|---|---|---|---|
| Sign Up | Customer/Employees of Customer | To register and onboard veterinary businesses onto the Yosemite Crew platform, create accounts, and establish secure access for managing their practice's information and activities. | |
| Password | |||
| Business Type | |||
| Business Logo | |||
| Business name | |||
| Registration Number | |||
| Year of establishment | |||
| Registration Number | |||
| Country Code | |||
| Phone Number | |||
| Website | |||
| Address along with: | |||
| Address Line 1 | |||
| Street | |||
| City | |||
| ZipCode | |||
| Specialised department | |||
| Add Services | |||
| Brochures, Photos |
| Phone Support | English | ||
|---|---|---|---|
| Add a vet | Profile Picture | Customer/Employees of Customer | To register and onboard veterinarians to the veterinary business’s profile on the Yosemite Crew platform, allowing them to provide services through the platform. |
| Last name | |||
| First name | |||
| Gender (Male/Female/Others) | |||
| Date of Birth | |||
| Email address | |||
| Phone Number | |||
| Country Code | |||
| Address along with: | |||
| Address Line 1 | |||
| Phone Number | |||
| Street | |||
| City | |||
| State | |||
| ZipCode | |||
| Professional background with: | |||
| Specialization | |||
| Qualification | |||
| Medical License Number | |||
| Year of experience | |||
| Language Spoken | |||
| Biography/Short Description | |||
| CV/Resume | |||
| Appointment Duration: | |||
| Days | |||
| From time | |||
| To Time | |||
| Consultation Mode(In-person/Online/Both) | |||
| Consultation Fee | |||
| Username | |||
| Password | |||
| Confirm password | |||
| Authorisation Settings with: | |||
| Take Assessments | |||
| Appointments (Chat or In-person) | |||
| View Medical Records | |||
| Prescribe Medications | |||
| Privacy Policy and Terms&conditions Agreement |
| Phone Support | English | ||
|---|---|---|---|
| Contact us | Full name | Customer/Employees of Customer | To receive and respond to user inquiries, provide customer support, and address feedback or issues related to the Yosemite Crew platform. |
| Email Address | |||
| Phone Number | |||
| Type of Enquiry Such as: | |||
| General Enquiry | |||
| Feature Request | |||
| Data Service Access Request | |||
| Message |
| Phone Support | English | ||
|---|---|---|---|
| Add Department | Name | Customer/Employees of Customer | To register and manage different departments or services within the veterinary business for streamlined operations and organisation. |
| Department Name | |||
| Description | |||
| Country Code | |||
| Phone Number | |||
| Services such as: | |||
| Cardiac Health Screenings | |||
| Echocardiograms | |||
| Electrocardiograms (ECG) | |||
| Blood Pressure Monitoring | |||
| Holter Monitoring | |||
| Cardiac Catheterisation | |||
| Congenital Heart Disease Management | |||
| Department Head | |||
| Conditions Treated | |||
| Congestive Heart Failure | |||
| Arrhythmias | |||
| Heart Murmurs | |||
| Dilated Cardiomyopathy | |||
| Valvular Heart Disease | |||
| Pericardial Effusion | |||
| Myocarditis |
| Phone Support | English | ||
|---|---|---|---|
| Developer Sign up | Name | Customer/Employees of Customer | To register and onboard developers for API access and potential collaborations within the Yosemite Crew platform's marketplace, allowing them to create and integrate third-party apps and services. |
| Full name | |||
| Last Name | |||
| Company Name | |||
| Email Address | |||
| Password | |||
| Privacy Policy and Terms& conditions Agreement |
| Phone Support | English | ||
|---|---|---|---|
| Create an Appointment | Name | Customer/Employees of Customer | To facilitate appointment scheduling for pet owners with veterinarians registered on the Yosemite Crew platform, improving convenience and accessibility to veterinary services. |
| Owner Details with: | |||
| Pet Owner | |||
| Pet Owner’s Name | |||
| Phone number | |||
| Address Line 1 | |||
| Street | |||
| City | |||
| State | |||
| ZIP Code | |||
| Pet Details | |||
| Pet’s Name | |||
| Age | |||
| Pet Type (Cat/Dog/Horse) | |||
| Gender (Male/Female) | |||
| Breed | |||
| Appointment Details | |||
| Purpose of Visit | |||
| Appointment Type | |||
| Appointment Source (In-Hospital/App) | Pet Owner Customer/Employees of Customer | ||
| Select Department | |||
| Select Veterinarian | |||
| Appointment date | |||
| Appoint Time (with time selection) |
| Phone Support | English | ||
|---|---|---|---|
| Add New Discount Coupon | Name | Customer/Employees of Customer | To create and manage discount coupons, enhancing marketing efforts and attracting more clients to the veterinary business through the Yosemite Crew platform. |
| Discount Code Name | |||
| Discount Code | |||
| Select Services | |||
| Coupon Type | |||
| Percentage Rate | |||
| Min Order Value | |||
| Valid Till | |||
| Offer Description. Eg - 20% OFF on Grooming Services |
| Phone Support | English | ||
|---|---|---|---|
| Add Procedure estimate | Name | Customer/Employees of Customer | Provide pet owners with estimations related to procedures their pets may need to undergo based on veterinarian information input. |
| Procedure Name | |||
| Estimate | |||
| Department | |||
| Add a description | |||
| Add Items with: | |||
| Name | |||
| Description | |||
| Qty | |||
| Unit Price(USD) | |||
| Gross Total (USD) | |||
| Discount(%) | |||
| Tax (%) |
| Phone Support | English | ||
|---|---|---|---|
| Add a Prescription | Details Such as: | Customer/Employees of Customer | To manage and track pet prescriptions, ensuring accurate medication administration and compliance, and providing pet owners with access to their pet's medication history. |
| Appointment ID | |||
| Prescription Date | |||
| Doctor’s Name | |||
| Pet’s Name | |||
| Age | |||
| Pet’s Weight | |||
| Temperature | |||
| Blood Pressure | |||
| SPO2 | |||
| Heart Rate | |||
| Prescription Notes: | |||
| History (Subjective) | |||
| Clinical examination/Physical exam (Objective) | |||
| Differentials (Assessment) | |||
| Plan | |||
| Or Upload Document | |||
| Medication: | |||
| Name | |||
| Category | |||
| Strength | |||
| Dosage | |||
| Freq | |||
| Duration | |||
| Checkbox for the consent form. | |||
| Procedures | |||
| Surgical Notes (optional) | |||
| Add Procedure Package | |||
| Minor Procedure for surgeries |
| Phone Support | English | ||
|---|---|---|---|
| Generate New Bill | Name | Customer/Employees of Customer | To generate and manage invoices for veterinary services, ensuring accurate billing and payment records for the veterinary business and pet owners, and integrating financial data with the platform. |
| Bill Number | |||
| Pet Owner | |||
| Bill Date | |||
| Animal Name | |||
| Doctor's Name | |||
| Itemised Billing Details: | |||
| Item name | |||
| Item Type | |||
| Quantity | |||
| Unit Price | |||
| Gross Total | |||
| Discount | |||
| Tax | |||
| Payment Information: | |||
| Payment Method | |||
| Payment Status |
Categories of data subjects whose personal data is processed
See the table above.
Categories of personal data processed
See the table above.
Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
The processing of sensitive data is not part of the services rendered by the Processor.
Nature of the processing
Processor provides SaaS to Controller and the nature of the processing of personal data includes any processing that is required for Processor to render these services to Controller. It specifically includes the collection, organisation, structuring, storage and making available of personal data but may also include any other operation such as the adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, alignment or combination, restriction, erasure or destruction of personal data.
Purpose(s) for which the personal data is processed on behalf of the controller
See the table above.
Duration of the processing
The processing endures as long as Processor renders its services to Controller and ends with the termination of the Yosemite Crew License and Subscription Terms.
Subject matter, nature and duration of the processing with regard to sub processors:
Please see below in ANNEX IV.
EXPLANATORY NOTE:
The technical and organisational measures need to be described concretely and not in a generic manner.
EXPLANATORY NOTE:
The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The following specific measures are implemented:
We carefully vet all sub-processors before working with them, especially when they handle personal data on our behalf. Each sub-processor must sign a Data Processing Agreement (DPA) that clearly sets out their responsibilities, including support for the controller’s obligations under GDPR. Sub-processors are required to implement equivalent technical and organisational measures as we do — including encryption of data in transit and at rest, access controls, security logging, and staff training. We also require that they only process data under documented instructions and never for their own purposes. To ensure transparency and compliance: Sub-processors must promptly assist us (and therefore the controller) with requests from data subjects, such as access, rectification, or deletion. They must notify us of any data breach without undue delay, allowing us to meet the 72-hour GDPR notification window. They are required to undergo regular security audits (ISO 27001 or SOC 2) and provide evidence on request.
Supplier uses sub processors for rendering its services (see Annex IV). All sub processors implement appropriate technical and organisational measures. Please find more information under:
Amazon Web Services: https://d1.awsstatic.com/legal/aws-gdpr/AWS_GDPR_DPA.pdf; https://aws.amazon.com/de/security/
MongoDB: https://www.mongodb.com/technical-and-organizational-security-measures
Google Cloud: https://cloud.google.com/terms/data-processing-addendum, https://cloud.google.com/trust-center/security
The controller has authorised the use of the following sub-processors:
| S.No. | Third Party Provider | Address | Purpose |
|---|---|---|---|
| 1 | Amazon Web Services EMEA SARL | 38 Avenue John F. Kennedy, L-1855 Luxembourg | AWS cloud server for Hosting Provides the cloud infrastructure for hosting the Yosemite Crew platform and storing application data, ensuring accessibility and scalability. |
| 2 | Amazon Web Services EMEA SARL | 38 Avenue John F. Kennedy, L-1855 Luxembourg | Amazon Simple Email service Facilitates the sending of automated email notifications, alerts, and transactional emails to users of the Yosemite Crew platform. |
| 3 | Amazon Web Services EMEA SARL | 38 Avenue John F. Kennedy, L-1855 Luxembourg | AWS S3 Bucket Stores files and documents, such as images, uploaded documents, and other digital assets, for the Yosemite Crew platform. |
| 4 | Google Ireland Limited | Gordon House, Barrow Street Dublin 4, Ireland | Google Cloud Services for map APIs Enables the integration of mapping functionalities within the Yosemite Crew platform, such as displaying addresses, and location-based searches. |
| 5 | MongoDB Limited | Building Two, Number One Ballsbridge, Dublin 4, Ballsbridge, Dublin, Ireland | Stores and manages the application's data, including user information, business data, pet records, and other relevant information for the Yosemite Crew platform. |
a. 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) (1) for the transfer of personal data to a third country.
b. The Parties: (i) 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 I.A (hereinafter each ‘data exporter’), and (ii) 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 I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
c. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
d. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
a. 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 Appendix. 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.
b. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
a. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(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); (iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e); (iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four:Clause 18.
b. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
a. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
b. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
c. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
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.
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.
a. 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 I.A.
b. Once it has completed the Appendix and signed Annex I.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.
c. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
8.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.
8.9 Documentation and compliance
a. Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.
b. The data importer shall make such documentation available to the competent supervisory authority on request.
MODULE TWO: Transfer controller to processor
a. OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. 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 [Specify time period] 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.
b. 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 subjects. (8) 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.
c. 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 exporter. 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.
d. 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 importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
e. 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.
MODULE THREE: Transfer processor to processor
a. OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorisation of the controller. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the controller to decide on the authorisation. It shall inform the data exporter of such engagement. The list of sub-processors already authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the controller 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 controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
b. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), 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 subjects. (9) 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.
c. The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. 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.
d. 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 importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
e. 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.
MODULE ONE: Transfer controller to controller
a. The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. (10) The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.
b. In particular, upon request by the data subject the data importer shall, free of charge: (i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i); (ii) rectify inaccurate or incomplete data concerning the data subject; (iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.
c. Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.
d. The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter: (i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and (ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.
e. Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
f. The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
g. If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.
MODULE TWO: Transfer controller to processor
a. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
b. 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.
c. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
MODULE THREE: Transfer processor to processor
a. The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
b. The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. 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.
c. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.
MODULE FOUR: Transfer processor to controller
The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.
a. 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 complaints. It shall deal promptly with any complaints it receives from a data subject. [OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body (11) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
b. 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 fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
c. 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: (i) 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; (ii) refer the dispute to the competent courts within the meaning of Clause 18.
d. 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.
e. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
f. 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. 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 fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them. (c) 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: (i) 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; (ii) refer the dispute to the competent courts within the meaning of Clause 18. (d) 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. (e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law. (f) 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.
MODULE ONE: Transfer controller to controller
MODULE FOUR: Transfer processor to controller
a. 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.
b. Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
c. 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.
d. The Parties agree that if one Party is held liable under paragraph (c), 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.
e. The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
a. 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.
b. 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.
c. 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 Clauses. 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.
d. 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.
e. 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.
f. 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.
g. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
a. [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 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) 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.
b. 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 Clauses. 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.
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)
a. 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 Clauses. 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.
b. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) 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; (ii) 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 (12); (iii) 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.
c. 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.
d. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
e. 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). [For Module Three: The data exporter shall forward the notification to the controller.]
f. 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 situation [for Module Three:, if appropriate in consultation with the controller]. 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 [for Module Three: the controller or] 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.
MODULE ONE: Transfer controller to controller
MODULE TWO: Transfer controller to processor
MODULE THREE: Transfer processor to processor
MODULE FOUR: Transfer processor to controller (where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)
15.1 Notification
a. 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: (i) 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 (ii) 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 importer. [For Module Three: The data exporter shall forward the notification to the controller.]
b. 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 possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
c. 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, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.]
d. 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 request.
e. 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
a. 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 comity. 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).
b. 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 exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]
c. 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.
a. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
b. 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 terminated. This is without prejudice to Clause 14(f).
c. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) 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; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where 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.
d. [For Modules One, Two and Three: 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 entirety. The same shall apply to any copies of the data.] [For Module Four: Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof.] 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.
e. 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 transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Germany. [OPTION 2 (for Modules Two and Three): 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 Germany.]
These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of Germany.
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