Last updated: July 20, 2022
This Data Processing Addendum ("DPA"), forms part of Onfleet's Terms of Service (the “Terms”), as updated from time to time between Customer and Onfleet, or any separate written agreement that Customer has entered into with Onfleet governing Customer’s use of the Service (in either case, the “Agreement”). Any terms used in this DPA and not defined will have the meanings given to them in the Terms or the applicable Agreement.
To the extent EU Data Protection Law applies to the Services Onfleet is providing Customer under the Agreement, the following terms apply. If, after the Effective Date, Customer receives the Services that are localized to the EEA, Onfleet's applicable Data Processing Addendum will automatically apply and will supersede and replace this DPA as of the date the localized services are received.
- Affiliate means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
- Agreement means the Governing Agreement which govern the provision of the Services to Customer, as such terms may be updated by Onfleet from time to time.
- Control means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term "Controlled" shall be construed accordingly.
- Customer Data means any Personal Data that Onfleet processes on behalf of Customer as a Data Processor in the course of providing Services, as more particularly described in this DPA.
- Data Protection Laws means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
- Data Controller means an entity that determines the purposes and means of the processing of Personal Data.
- Data Processor means an entity that processes Personal Data on behalf of a Data Controller.
- EU Data Protection Law means Regulation 2016/679 of the European Parliament and of the Council 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) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).
- EEA means, for the purposes of this DPA, the European Economic Area, and Switzerland.
- Group means any and all Affiliates that are part of an entity's corporate group.
- Model Clauses means the Standard Contractual Clauses for Processors as approved by the European Commission in the form set out in Annex A.
- Personal Data means any information relating to an identified or identifiable natural person.
- Processing has the meaning given to it in the GDPR and "process", "processes" and "processed" shall be interpreted accordingly.
- Security Incident means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.
- Services means any product or service provided by Onfleet to Customer pursuant to the Agreement.
- Sub-processor means any Data Processor engaged by Onfleet or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or members of the Onfleet Group.
- Relationship with the Agreement
- The parties agree that this DPA shall replace any existing DPA (including the Model Clauses (as applicable)) the parties may have previously entered into in connection with the Services.
- Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.
- Any claims brought under or in connection with this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.
- Any claims against Onfleet or its Affiliates under this DPA shall be brought solely against the entity that is a party to the Agreement. In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise. Customer further agrees that any regulatory penalties incurred by Onfleet in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce Onfleet’s liability under the Agreement as if it were liability to the Customer under the Agreement.
- No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.
- This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.
- This DPA and the Model Clauses shall terminate simultaneously and automatically with the termination or expiration of the Agreement.
- Scope and Applicability of this DPA
- This DPA (excluding Annex B) applies where and only to the extent that Onfleet processes Customer Data that originates from the EEA and/or that is otherwise subject to EU Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.
- Annex B applies where and only to the extent that Onfleet processes Customer Data that is subject to the California Consumer Privacy Act.
- Roles and Scope of Processing
- Role of the Parties. As between Onfleet and Customer, Customer is the Data Controller of Customer Data, and Onfleet shall process Customer Data only as a Data Processor acting on behalf of Customer.
- Customer Processing of Customer Data. Customer agrees that (i) it shall comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to Onfleet; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for Onfleet to process Customer Data and provide the Services pursuant to the Agreement and this DPA.
- Onfleet Processing of Customer Data. Onfleet shall process Customer Data only for the purposes described in this DPA and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to Onfleet in relation to the processing of Customer Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and Onfleet.
- Details of Data Processing
- Subject matter: The subject matter of the data processing under this DPA is the Customer Data.
- Duration: As between Onfleet and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.
- Frequency: The data processing will be continuous as the Services are provided.
- Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of Onfleet's obligations under the Agreement (including this DPA) or as otherwise agreed by the parties.
- Nature of the processing: Onfleet provides the cloud service delivery fleet management platform and the support services for the platform. The platform allows Customer to manage its high-volume delivery operations, as described in the Agreement. In particular, Onfleet processes personal data to communicate with users, provide customer support, deliver and improve its services, and market its services.
- Categories of data subjects: Any individual accessing and/or using the Services through the Customer's account ("Users"); and any individual whose information is stored on or collected via the Services.
- Types of Customer Data: Onfleet collects the following information through Users’ use of the Services, and otherwise with User consent. In some cases, Onfleet receives information directly from Users, such as when Users sign up for a dispatcher or administrative Onfleet account, we collect name, email address, and phone number. In other cases, we receive information about Users from our Clients when they use our Services, such as name and phone number when you are added as a driver by an administrator or dispatcher. The types of information that we collect include:
- Information about Users and Users’ Onfleet account – Name, email address, postal address, phone number, company name, credit card payment information, customer and delivery information (such as scheduling information and delivery destination), and in some cases, your photograph. Users provide this information to Onfleet directly during the account registration process.
- Vehicle information of drivers – Transportation method, vehicle year, make, model, color, and license plate number. Users provide this information to Onfleet directly when using the Services.
- Driver behavioral information – Onfleet collects information about how Users drive their vehicle. This includes time, location, bearing, speed, and accuracy. We collect this information automatically when Users use the Services.
- Geolocation information – Driver location is collected from their device's native location service, which combines GPS, cell-tower, Wi-Fi, and other sensor data to accurately pinpoint a driver's latitude and longitude while the driver is "on-duty." Onfleet does not access, collect, or store location information from a driver's mobile device when they are off-duty or offline. Onfleet may collect other information such as application crash reports or application usage analytics for drivers who are not online for the express purpose of providing and improving the Services. For example, if Users engage the chat function as a driver while off-duty, Onfleet may collect and use application usage analytics for support purposes to understand the driver journey. Onfleet may remotely log in to the application, with User's permission, to resolve an issue if the Onfleet application crashes.
- Business contact information – Onfleet collects personal information from individuals when Onfleet attends or hosts events, conferences, and other business meetings. This information includes business contact information such as name, email address, and phone number.
- Device information – IP address, device type, operating system, manufacturer, model and version number, and unique device identifiers such as Users' device ID, but not IMEI. Onfleet collects this information automatically when Users use the Services.
- Browser and usage information – Operating System (OS) running on Users’ device, Internet Protocol (IP) address, access times, browser type, and language, and the website Users visited before Onfleet Sites. Onfleet also collects usage details, such as time, frequency, and use pattern. In some cases, Onfleet analyzes information on specific Users such as the amount of time spent on the platform. In other cases, Onfleet looks at data in the aggregate. Onfleet uses this information to optimize Onfleet Services. Onfleet collects this information automatically when Users use the Services.
- Subprocessors. The descriptions above also apply to Onfleet's transfers to subprocessors.
- Authorized Sub-processors. Customer agrees that Onfleet may engage Sub-processors to process Customer Data on Customer's behalf. Onfleet may continue to use those Sub-processors already engaged by Onfleet as at the date of this Addendum.
- Sub-processor Obligations. Onfleet shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Onfleet to breach any of its obligations under this DPA.
- Security Measures. Onfleet shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in accordance with Onfleet's security standards described in Annex A ("Security Measures").
- Updates to Security Measures. Customer is responsible for reviewing the information made available by Onfleet relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that Onfleet may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.
- Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.
- Security Reports and Audits
- Onfleet shall also provide written responses (on a confidential basis) to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires that are necessary to confirm Onfleet's compliance with this DPA, provided that Customer shall not exercise this right more than once per year.
- International Transfers
- Data center locations. Onfleet may transfer and process Customer Data anywhere in the world where Onfleet, its Affiliates or its Sub-processors maintain data processing operations. Onfleet shall at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.
- Model Clauses. To the extent that Onfleet processes any Customer Data protected by EU Data Protection Law under the Agreement and/or that originates from the EEA, in a country that has not been designated by the European Commission or Swiss Federal Data Protection Authority (as applicable) as providing an adequate level of protection for Personal Data, the parties acknowledge that Onfleet shall be deemed to provide adequate protection (within the meaning of EU Data Protection Law) for any such Customer Data by complying with the Model Clauses. Onfleet agrees that it is a "data importer" and Customer is the "data exporter" under the Model Clauses.
- Alternative Transfer Mechanism. The parties agree that the data export solution identified in Section 8.2 shall not apply if and to the extent that Onfleet adopts an alternative data export solution for the lawful transfer of Personal Data (as recognized under EU Data Protection Laws) outside of the EEA (“Alternative Transfer Mechanism”), in which event, the Alternative Transfer Mechanism shall apply instead (but only to the extent such Alternative Transfer Mechanism extends to the territories to which Personal Data is transferred).
- Additional Security
- Confidentiality of processing. Onfleet shall ensure that any person who is authorized by Onfleet to process Customer Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
- Security Incident Response. Upon becoming aware of a Security Incident, Onfleet shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.
- Changes to Sub-processors.
- Onfleet shall (i) provide an up-to-date list of the Sub-processors it has appointed upon written request from Customer; and (ii) notify Customer (for which email shall suffice) if it adds or removes Sub-processors at least 10 days prior to any such changes.
- Customer may object in writing to Onfleet’s appointment of a new Sub-processor within five (5) calendar days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving resolution. If this is not possible, Customer may suspend or terminate the Agreement (without prejudice to any fees incurred by Customer prior to suspension or termination).
- Return or Deletion of Data
- Upon termination or expiration of the Agreement, Onfleet shall (at Customer's election) delete or return to Customer all Customer Data (including copies) in its possession or control, save that this requirement shall not apply to the extent Onfleet is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data Onfleet shall securely isolate and protect from any further processing, except to the extent required by applicable law.
- The Services provide Customer with a number of controls that Customer may use to retrieve, correct, delete or restrict Customer Data, which Customer may use to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Customer is unable to independently access the relevant Customer Data within the Services, Onfleet shall (at Customer's expense) provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to Onfleet, Onfleet shall not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If Onfleet is required to respond to such a request, Onfleet shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
- If a law enforcement agency sends Onfleet a demand for Customer Data (for example, through a subpoena or court order), Onfleet shall attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, Onfleet may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then Onfleet shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Onfleet is legally prohibited from doing so.
- To the extent Onfleet is required under EU Data Protection Law, Onfleet shall (at Customer's expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
- The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
- 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’)
- (iii) Have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
- These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
- The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
- 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.
- These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
- 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 –Clause 8.1(b), 8.9(a), (c), (d) and (e);
- (iii) Clause 9 –Clause 9(a), (c), (d) and (e);
- (iv) Clause 12 –Clause 12(a), (d) and (f);
- (v) Clause 13;
- (vi) Clause 15.1(c), (d) and (e);
- (vii) Clause 16(e);
- (viii) Clause 18 –Clause 18(a) and (b).
- Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
- Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
- These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
- 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.
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
- The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
- The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
- The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
- The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
- In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
- The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
- (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
- (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
- (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
- (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
- The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
- The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
- The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
- The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
- The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
- 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 10 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
- 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. The Parties agree that, by complying with this Clause, the data importer fulfills 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.
- 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.
- 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 fulfill its obligations under that contract.
- 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.
- 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.
- 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.
- In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
- 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.
- 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.
- 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.
- 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.
- The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
- 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.
- 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.
- 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.
- 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;
- (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.
- 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.
- The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
- 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).
- Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill 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. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
- 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.
- 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.
- 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.).
- 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.
- 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.
- 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).
- 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.
- 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.
- The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
- 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).
- 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 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.
- 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. 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.
- 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.
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 Ireland.
- Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
- The Parties agree that those shall be the courts of Ireland.
- A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
- The Parties agree to submit themselves to the jurisdiction of such courts.
Data exporter(s): The data exporter if the entity identified as the "Customer" in the Data Processing Addendum ("DPA") to which these Clauses are appended.
Data importer(s): The data importer is US headquartered company, Onfleet, Inc. ("Onfleet"). Onfleet provides the cloud SaaS delivery fleet management platform and the support services for the platform. The platform allows Customer to manage its high-volume delivery operations, as described in the Agreement.
Please see the details set forth in Section 4.4 of the DPA to which these Clauses are appended.
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 shall act as competent supervisory authority. Otherwise, Ireland shall serve as the supervisory authority.
Data Importer has an Information Security Officer who internally coordinates stakeholders and teams to implement the Data Importer's information security strategy, and periodically review and update such strategy. Data Importer has extensive internal policies related to information security, which are implemented and monitored to ensure compliance with internal and client requirements. Data Importer’s Information Security Officer periodically, as needed, reviews such strategy to develop and maintain policies and requirements that are best practices in Data Importer's industry. Data Importer, in accordance with its Data Breach Notification Policy, investigates any security or data breach that it is directly responsible for, and if required by such policy, law, agreement or circumstances, acts upon and appropriately notifies clients and stakeholders.
Data Importer contracts with third party payment processors who have represented to Onfleet that they are compliant with Level 1, Payment Card Data Security Standards.
Data Importer has an established IT Disaster Recovery Plan ("DRP") that aims at helping Data Importer recover as quickly and effectively as possible from an unforeseen disaster or emergency which interrupts systems and business operations. The objective of the DRP is to cover all essential and critical infrastructure elements, systems and networks in accordance with key business activities. In Data Importer's discretion, the DRP is periodically tested in a simulated environment to ensure that it can be implemented in an emergency situation.
Data Importer has a Business Continuity Plan aimed at reducing the disruption caused by disasters and security failures through a combination of measures created and controlled by Data Importer.
- Execution of a risk and weak point analysis
- Separation of functions between IT department and other departments
- Central procurement of hardware and software
- Formal releasing procedures for hardware, software and IT procedures
- Keeping all used software up-to-date (e.g. by updates, patches, fixes, etc.)
- Guidelines for the documentation of software and IT procedures
- Internal data processing policies and procedures, guidelines, work instructions, process descriptions and regulations for programming, testing and release of data
- Generating backup copies in regular intervals
- Storage of backup copies outside the IT department in a safe location
- Checking to restorability of backup copies in regular intervals
- Alternative locations in case of emergency
- Set up of the server in a separately secured server room or data centre
- Fire protection measures
- Fire / water warning system
- Emergency power generator
- Uninterruptible power supply
- Data recovery procedures
- Data mirroring
Data Importer’s policy is to require that all employees sign an Employment Agreement that contains clauses addressing and requiring compliance with all of Data Importer's policies, including those regarding data privacy, information security, intellectual property, confidentiality.
- Written undertaking by employees to observe data confidentiality
- Regular training of employees in data protection matters
Access to Data Importer's open work areas within Data Importer's premises is protected by a combination of physical and electronic access control and surveillance.
- Establishing access authorizations for employees and third parties, including the respective documentations
- Identity cards or code card passes
- Security locks or electronic locks
- Restrictions on keys
- Regulations for third parties (visitors, customers, cleaning staff, workmen, etc.)
- Visitor passes for third parties
- Regulations on key codes
- Identification of the persons having access authority
- Reporting of accesses
- Security alarm system or other appropriate security measures even after the working time
- Securing the decentralized data processing equipment and personal computers
- Protection and restriction of access path
- Constructional measures (fencing, surveillance cameras, locked doors, gates and windows, etc.)
- Specific safety areas with own access control ("closed shops")
- Establishing access authorizations for employees, including the respective documentations
- Access authorizations only for defined individuals
- Regulations for third parties (e.g. IT service provider)
- Locking of terminals
- Allocation of individual terminals and / or terminal user and identification characteristics exclusive to specific functions
- Functional and / or time restricted use of terminals and / or terminal users and identification characteristics
- User codes for data and program
- Coding routines for files
- Differentiated access regulations (e.g. partial blocking)
- User names and passwords
- Two-factor authentication is required for applications containing customer data
- Guidelines for the creation of secure passwords
- Automatic log-off of user IDs that have not been used for a substantial period of time
- Automatic screen lock after a certain period of time
- Reporting of accesses
- Logfile of events (monitoring of break-in attempts)
- Regulations for the organization of files
- Logging and analysis of use of the files
- Special control regarding the application of help programs as far as they are able to evade security measures
- Erasure of all deletable data and electronic media (e.g. notebooks, and laptops, hard drives, CDs, DVDs, USB sticks, tapes, discs, memory cards, etc.) with respect to customer data
- Controlled destruction of all data and data media if data cannot be erased
- Work instructions for templates for the registration of data
- Checking, adjustment and controlling systems
- Processes for the checking and release of programs
- Encryption of the data in case of online transmission
- Protection of transmission lines against unauthorized access
- Protection of internal networks against unauthorized access (e.g. by firewalls)
- Implementation of virus scanners
- All workstation images are installed on laptops with built in security tools and have antivirus tools.
- Unique user IDs and password controls are implemented for all users
- Data Importer requires all workstations to be protected through full disk encryption.
- Central anti-virus console is used for monitoring and control antivirus software.
- Centralized machine management is in place.
- Antivirus software for each server
- Master and slave backup process is implemented
- Period security assessments are performed
- System security policies are centrally enforced
- Principle of least privilege is used for providing logical access control
- Periodic log reviews are performed
- Time synchronization is in place
- Enterprise Backup process is implemented
- Data Importer's production environment is completely segregated from other development, testing and corporate networks and environments. There are no cross connections.
- Security built into network design architecture.
- Multiple layers of network security, including Access Control List for inbound access, external firewall (Internet facing) in failover mode, internal firewall in failover mode (difference product vendors are sued for external and internal firewalls)
- Host Network Intrusion Detection / Prevention System is in place and monitored and managed 24/7 for intrusions and malicious activity
- Monthly vulnerability scans of infrastructure are conducted
- Establishing access authorizations for employees, including the respective documentations
- Terminal with access user key or user code
- Identification of the terminal and / or the terminal user to the system of the Processor
- Automatic log-off of user IDs that have not been used for a substantial period of time
- Monitors and displays with visual protection
- Reporting of accesses
- Issuing and safeguarding the identification codes
- Dedication of individual terminals and / or terminal users
- Differentiated access regulations (e.g. partial blocking)
- Identification characteristics exclusive to specific functions
- Authentication of the authorized personnel
- Protective measures for the data input into memory as well as for the reading, blocking and deletion of stored data
- Use of encryption for security critical files
- Specific access rules for procedures, control cards, process control methods, program cataloging authorization
- Guidelines for data file organization
- User names and passwords
- SAML and Google Sign In-based SSO support
- Guidelines for the creation of secure passwords
- Keeping records of data file use
- Separation of production and test environment for libraries and data files
- Providing that entries to data processing facilities (rooms, housing, computer hardware and related equipment) are capable of being locked
- Designating the areas in which data media may / must be located
- Designating the persons in such areas for authorized remove of data media
- Controlling the removal of data media
- Securing the areas in which data media are located
- Release of data media only to authorized persons
- Marking of internal data media as well as external media
- Control of files, controlled and documented destruction of data media if not erasable
- Policies controlling the production of backup copies
- Authentication of the authorized personal
- Control of files
- Locking of confidential data media
- Security lockers
- Prohibition of taking bags, etc. within the secure area
- Restriction of the use of external storage media (especially USB sticks, external hard drives, SD cards, CD and DVD burners) by technical means (e.g. software for interface control or complete deactivation of interfaces)
- Deactivation of software for which it cannot be excluded that this software transmits data to third parties (e.g. Skype, Google Desktop, Google Toolbar, translation software, Social Media tools, etc.)
- Control of destruction of data media
- Policies controlling the production of backup copies
- Documentation of the retrieval and transmission programs
- Documentation of the remote locations I destinations to which a transmission is intended and the transmissions path (logical path)
- Encryption of the data in case of online transmission
- Electronic signature
- Monitoring of the completeness and correctness of the transfer or data (end to end check)
- Protection of transmission lines against unauthorized access
- Locked transport containers
- Control of completeness and correctness
- Deletion of remaining data before change of data media
- Implementation of a remote maintenance concept
- Protection of internal networks against unauthorized access (e.g. by firewalls)
- Implementation of virus scanners
- Implementation of filter measures (URL filter, filtering of email attachments, etc.)
- Electronic recording of entries (especially if, when, where and by whom)
- Electronic recording of data processing, in particular modification and deletion of data
- Electronic recording of the use of administration tools
- Electronic signature
- Storage of the data in separated data collectors (physical separation)
- Authorization policy (logical separation)
- Separation of the data which have been stored under an alias (pseudonym) from the original data
- Separation of test data and productive data
For the purposes of this Appendix, supplemental clauses implemented by the Data Importer include the following.
- Non-receipt of directives under FISA Section 702 rep: Data importer represents and warrants that, as of the date of this contract, it has not received any national security orders of the type described in Paragraphs 150-202 of the judgment in the European Court of Justice Case C-311/18, Data Protection Commissioner v Facebook Ireland Limited and Maximillian Schrems ("Schrems II").
- FISA Section 702 ineligibility rep: Data importer represents that it reasonably believes that it is not eligible to be required to provide information, facilities, or assistance of any type under Section 702 of the Foreign Intelligence Surveillance Act (“FISA”) because:
- It does not believe that it qualifies as an “electronic communication service provider” within the meaning of 50 U.S.C § 1881(b)(4) and is therefore ineligible to receive any process issued under FISA Section 702 for services it provides to its customers.
- No court has found Data importer to be the type of entity eligible to receive process issued under FISA Section 702: (i) an “electronic communication service provider” within the meaning of 50 U.S.C § 1881(b)(4) or (ii) a member of any of the categories of entities described within that definition.
- If Data importer were to be found eligible for Section 702, which it believes it is not, it is nevertheless also not the type of provider that is eligible to be subject to Upstream collection (“bulk” collection) pursuant to FISA Section 702, as described in paragraphs 62 & 179 of the Schrems II judgment.
- Court-review safeguard: Data importer shall use all reasonable legal mechanisms to challenge any demands for data access through national security process it receives in relation to data exporter’s data as well as any non-disclosure provisions attached thereto.
- EO 12333 non-cooperation: Data importer shall take no action pursuant to U.S. Executive Order 12333.
- Notice of non-compliance: Data importer shall promptly notify the Data Exporter if Data importer can no longer comply with the Standard Contractual Clauses or these Supplementary Clauses, without being required to identify the specific provision with which it can no longer comply.
The parties acknowledge that Clause 2(a) of the Clauses permits them to include additional business-related terms provided they do not contradict, directly or indirectly, the Clauses or prejudice the fundamental rights or freedoms of data subjects.
Accordingly, to the extent permissible and to the extent it does not invalidate the Standard Contractual Clauses, this Appendix sets out the parties' interpretation of their respective obligations under specific Clauses identified below. Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.
Data exporter agrees that these Clauses constitute data importer's Confidential Information (as that term is defined in the Agreement) and may not be disclosed by data exporter to any third party without data importer's prior written consent unless permitted pursuant to the Agreement. This shall not prevent disclosure of these Clauses to a data subject pursuant to Clause 3 or a supervisory authority pursuant to Clause 8.6(d).
- The parties acknowledge that for the purposes of Clause 8.1(a), data importer may process the personal data only on behalf of the data exporter and in compliance with its documented instructions as set out in the DPA and that pursuant to the DPA, these instructions shall be the data exporter’s complete and final instructions and processing outside the scope of such instructions (if any) shall be in writing between the parties.
- The parties acknowledge that if data importer cannot provide compliance in accordance with Clause 8.1(a) and/or Clause 8.1(b), the data importer agrees to promptly inform 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 affected parts of the Service in accordance with the terms of the Agreement.
- If the data exporter intends to suspend the transfer of personal data and/or terminate the affected parts of the Service, it shall first provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance (“Cure Period”).
- In addition, the data exporter and data importer shall reasonably cooperate with each other during the Cure Period to agree what additional safeguards or other measures, if any, may be reasonably required to ensure the data importer's compliance with the Clauses and applicable data protection law.
- If, after the Cure Period, the data importer has not or cannot cure the non-compliance in accordance with the paragraphs 3 and 4 above, then the data exporter may suspend and/or terminate the affected part of the Service in accordance with the provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by the data exporter prior to suspension or termination).
Data exporter acknowledges and agrees that it exercises its audit right under Clause 8.9 by instructing data importer to comply with the audit measures described in Section 7.1 (Audits) of the DPA.
- The parties acknowledge the obligation of the data importer to send promptly a copy of any onward subprocessor agreement it concludes under the Clauses to the data exporter.
- The parties further acknowledge that, pursuant to subprocessor confidentiality restrictions, data importer may be restricted from disclosing onward subprocessor agreements to data exporter. Notwithstanding this, data importer shall use reasonable efforts to require any subprocessor it appoints to permit it to disclose the subprocessor agreement to data exporter.
- Even where data importer cannot disclose a subprocessor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably can in connection with such subprocessing agreement to data exporter.
To the extent permissible, any claims brought under the Clauses shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement. In no event, shall any party limit its liability with respect to any data subject rights under these Clauses.
This CCPA Addendum is EFFECTIVE AS OF JANUARY 1, 2020, is made between Onfleet, Inc. (“Onfleet”), a corporation whose principal offices are at 703 Market Street, 20th Floor, San Francisco, CA 94103, and the Customer identified below. This CCPA Addendum forms a part of the Terms of Service or any separate written agreement that Customer has entered into with Onfleet governing Customer’s use of the Onfleet Services (as defined below) (collectively, the “Subscription Agreement”). This CCPA Addendum supplements and is subject to the Subscription Agreement.
(A) Onfleet provides cloud service delivery fleet management platform to Customer under the Terms of Service or any separate written agreement that Customer has entered into with Onfleet governing Customer’s use of the Onfleet Services. In connection with the Onfleet Services, Onfleet may process personal information in respect of which Customer or its Affiliates (or their customers), may be a ‘business’ (as such term is defined under the California Consumer Privacy Act of 2018, as amended from time to time (“CCPA”)).
(B) Customer and Onfleet have agreed to enter into this CCPA Addendum to address CCPA requirements.
(C) All capitalized terms used in this CCPA Addendum but not otherwise defined have the meanings ascribed to them in the Subscription Agreement.
For good and valuable consideration, the sufficiency of which is hereby acknowledged, Onfleet and Customer agree to the following if and to the extent CCPA applies.
- Restrictions on Use and Disclosure.
- Restrictions: The restrictions in this Section 1 apply for purposes of Customer Data that is personal information as defined in and subject to the CCPA.
- As between Customer and Onfleet, for purposes of the CCPA, Customer is a “business” and Onfleet is (if CCPA applies) a “service provider” (each as defined in the CCPA).
- Onfleet shall not retain, use, or disclose personal information obtained in the course of providing the Services except:
- To process or maintain personal information on behalf of or at the direction of Customer and in compliance with Subscription Agreement;
- To retain and employ another service provider as a subcontractor, where the subcontractor meets the requirements for a service provider under the CCPA;
- For internal use by Onfleet to build or improve the quality of its services, provided that the use does not include building or modifying household or consumer profiles to use in providing services to another business, or correcting or augmenting data acquired from another source;
- To detect data security incidents, or protect against fraudulent or illegal activity; or
- For the purposes enumerated in Civil Code section 1798.145, subdivisions (a)(1) through (a)(4).
- Onfleet will not “sell” such personal information to any third party. For these purposes, “sell” has the meaning ascribed to it in the CCPA.
- For clarity, the restrictions in this Section 1 include retention, use or disclosure of such Personal Information by Onfleet outside of the direct business relationship between Onfleet and Customer.
- Onfleet certifies that it understands the restrictions in this Section 1 and will comply with them.
- Definitions. For purposes of this Exhibit A:
- “Business Relationship” means the direct business relationship between Customer and Onfleet, which encompasses the parties’ use of Customer Data as contemplated by the Agreement.
- “Customer Data” means any data that Onfleet receives or collects directly or indirectly from Customer and/or Customer’s customers or users under the Agreement.
- “Customer Personal Information” means any Customer Data that constitutes Personal Information as defined in, and which is subject to, the CCPA.
- “Services” means Onfleet’s performance of its obligations and exercise of its rights under the Agreement and Onfleet’s performance of its services.
- In the event of any conflict between the terms of this CCPA Addendum and the terms of the Subscription Agreement, the terms of this CCPA Addendum will prevail so far as the subject matter concerns the processing of personal information under the CCPA. Except as otherwise set forth in this CCPA Addendum, the Subscription Agreement remains unchanged and in full force and effect.
- This CCPA Addendum may be executed in one or more counterparts, which taken together will constitute a single agreement between the parties.