Introduction

If you require a signed copy of this DPA for your records, please contact your Aventri Account Manager.

This Data Processing Addendum and its Annexes (“DPA”) reflect the mutual agreement of Aventri and Client regarding the ways in which Aventri can process Personal Data on behalf of Client, in connection with Aventri’s provision of Services. This DPA is supplemental to, and forms an integral part of the Terms of Service (including any form of master services agreement entered by the parties, the “Agreement”) that govern Client’s use of Aventri’s Services. Any capitalized terms used but not defined in this DPA shall have the meaning given to them in the Agreement. In the event of a conflict between the terms of this DPA and the of the Agreement, the terms of this DPA will govern.

By signing an Order Form for Aventri Services, Client enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, those of its Affiliates who are authorized to use the Services under the Agreement (“Permitted Affiliates”). For purposes of this DPA, and except where indicated otherwise, the terms “Client”, “you” and “your” will include Client and its Permitted Affiliates.

1. Definitions

Unless otherwise defined in this DPA, all capitalized terms have the meaning given to them in the Agreement.

“Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

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

“Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPA, including local, state, national and/or foreign laws, treaties, and/or regulations

“EEA” means the European Economic Area.

“EU Data Protection Laws” means the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and implementations of GDPR into national law.

“European Data” means Personal Data that is subject to the protection of EU Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”), which is (i) submitted to Aventri by Client, Permitted Affiliates or by third parties authorized by Client to submit data to Aventri, or (ii) collected, stored, uploaded, transferred or otherwise Processed in connection with Aventri’s provision of the Services to Client. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, or to one or more factors specific to their physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For the avoidance of doubt, Personal Data includes names, contact information and other information defined as personal data under applicable Data Protection Laws.

“Personal Data Breach” means any actual or reasonably suspected breach of security leading to, or reasonably likely to result in, the unlawful or unauthorized use, loss, access, misappropriation, alteration, or disclosure of Personal Data.

“Privacy Policy” shall mean the Aventri privacy policy, as updated from time to time, located at https://www.Aventri.com/privacy-policy/.

“Processing or Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying.

“Standard Contractual Clauses” means the Standard Contractual Clauses for the transfer of personal data to processors established in third countries pursuant to Commission Decision (2010/87/EU), available on the European Commission’s website at https://ec.europa.eu/info/strategy/justice-and-fundamental-rights/data-protection_en.

“Subprocessor” means an Aventri Affiliate or third-party entity engaged by Aventri or an Aventri Affiliate as a Data Processor under this DPA.

“Valid Transfer Mechanism” means a data transfer mechanism permitted by EU Data Protection Laws as a lawful basis for transferring European Personal Data to a recipient outside the EEA, including but not limited to the Standard Contractual Clauses.

2. Processing Personal Data

2.1: Scope and Role of the Parties. This DPA applies to the Processing of Personal Data by Aventri in the course of providing the Services. As between the parties, Client (together with its Permitted Affiliates) is the Data Controller and Aventri is the Data Processor of Personal Data. Aventri shall process the Personal Data as a Data Processor only for the purpose of providing the Services described in the Agreement. In no event will Aventri Process the Personal Data for its own purposes or those of any third party.

2.2: Instructions for Processing. Aventri shall Process Personal Data in accordance with the Privacy Policy and Client’s documented instructions. Client instructs Aventri to Process Personal Data as necessary to provide the Services in accordance with the Agreement (including this DPA). Client may provide additional instructions to Aventri to Process Personal Data, however Aventri shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPA.

2.3: Compliance with Laws. Aventri shall comply with all Data Protection Laws applicable to Aventri in its role as a Data Processor Processing Personal Data.

2.4: Client Authority. Client represents and warrants to Aventri that Client has obtained the Personal Data in accordance with the requirements of applicable Data Protection Laws, and that Client is and will at all time remain duly and effectively authorized to give the instruction set out in Section 2.2.

3. Subprocessors

3.1: Use of Subprocessors. Client agrees that Aventri and Aventri Affiliates may engage Subprocessors to Process Personal Data when necessary to provide the Services. Aventri or the relevant Aventri Affiliate shall ensure that each such Subprocessor abides by data processing terms no less protective of Personal Data than those provided in this DPA (including, where appropriate, the Standard Contractual Clauses). Aventri agrees that it will remain responsible to Client for each Subprocessor’s compliance with the obligations of this DPA, and shall be liable to Client for the acts and omissions of any Subprocessors with respect to Personal Data, to the same extent as if the acts or omissions were performed by Aventri.

3.2: Notification of New Subprocessors. Aventri has currently appointed, as Subprocessors, those Aventri Affiliates and third parties listed in Annex II attached hereto (the “Authorized Subprocesssors”), and shall provide written notice to Client as provided in the Agreement if Aventri adds any new Subprocessor to Annex II.

4. Data Processing Location and Data Transfers

4.1: Location of Processing Personal Data. Client acknowledges and agrees that Aventri may access and Process Personal Data on a global basis as necessary to provide the Services in accordance with the Agreement, and that Personal Data will be transferred to and Processed by Aventri, Inc. in the United States and to other jurisdictions where Aventri Affiliates and other Subprocessors have operations. Upon Client request, Aventri will make available to Client a list of the locations where it Processes Personal Data.

5. Additional Terms for European Data

The provisions of this Section 5 shall apply only with respect to European Data.

5.1: Scope. Aventri will Process European Data only as necessary to provide the Services. The duration of Processing European Data shall be for the term of the Agreement. The types of Personal Data and categories of Data Subjects are set forth in Annex I attached hereto.

5.2: Valid Transfer Mechanism. Aventri will not transfer European Data to any country or recipient not formally recognized by the European Commission as providing an adequate level of data protection unless Aventri has (i) implemented a Valid Transfer Mechanism for the European Data, or (ii) received prior written consent from Client. Client hereby consents to the transfer by Aventri of Personal Data to its Subprocessors identified on Annex II hereto, as necessary to provide Client with Services pursuant to the Agreement, and subject to a Valid Transfer Mechanism.

5.3: Transfers to Aventri. Client acknowledges that in its provision of the Services, Aventri, Inc. may receive European Data in the United States. The parties therefore acknowledge and agree the following:

5.3.1: Aventri, Inc. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses, and such Standard Contractual Clauses are incorporated by reference into and form an integral part of this DPA.

5.3.2: Purely for the purposes of the descriptions in the Standard Contractual Clauses and only as between Aventri and Client, the parties agree that Aventri is a "data importer" and Client is the "data exporter" under the Standard Contractual Clauses (notwithstanding that Client may be located outside the EEA and may itself be a Processor acting on behalf of third party Data Controllers). Further, as between Aventri and Client, Parts A and B of Annex I of this DPA will take the place of Appendixes 1 and 2, respectively, of the Standard Contractual Clauses.

5.3.3: If and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses shall prevail. In no event does this DPA restrict or limit the rights of any Data Subject or of any competent supervisory authority.

5.3.4: Although Aventri, Inc. does not rely on the EU-US Privacy Shield as a legal basis for transfers of European Data in light of the judgment of the EU Court of Justice in Case C-311/18, for as long as Aventri, Inc. is self-certified to the Privacy Shield, Aventri, Inc. will process European Data in compliance with Privacy Shield principles.

5.3.5: To the extent Client requires Aventri assistance to meet its obligations under Article 35 and 36 of the GDPR to carry out a data protection impact assessment and prior consultation with the competent supervisory authority related to Client’s use of the Service, Aventri will, taking into account the nature of Processing and the information available to Aventri, provide reasonable assistance to Client.

5.4: Subprocessor Objection Right. Aventri will notify Client of any changes to Subprocessors of European Data by updating Annex II to this DPA, and will provide Client the opportunity to object to the engagement of the new Subprocessor on reasonable grounds relating to Personal Data protection within thirty (30) days of the update to Annex II. If Client notifies Aventri of such an objection within thirty (30) days, the parties will discuss the Client’s concerns in good faith and use commercially reasonable efforts to achieve a resolution. Should no resolution be reached, and should Aventri choose to retain the objected-to Subprocessor, Client may elect to suspend or discontinue using the relevant portion(s) of the Service and may terminate the relevant portion(s) of the Service. Upon any such termination by Client of the Service Agreement, in whole or in part, pursuant to this Section, Aventri shall refund Client any prepaid fees for the terminated portion(s) of the Service that were to be provided after the effective date of termination.

6. Cooperation; Rights of Data Subjects

6.1: Cooperation. Aventri will, as necessary to enable Client to meet its obligations under applicable Data Protection Laws, provide reasonable and timely assistance to Client to (i) maintain up-to-date and accurate records regarding Personal Data, (ii) respond to any Data Subject Request (as defined in Section 6.4 below); and (iii) respond to any other correspondence, enquiry or complaint received from a Data Subject, regulator, court or other supervisory authority in connection with the Processing of Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Aventri, Aventri shall promptly inform Client and shall not respond to the communication unless required by law or authorized by Client.

6.2: Deletion or Restriction. Aventri will either (i) provide Client the ability within the Service to correct or delete Personal Data or restrict its Processing; or (ii) make such corrections, deletions, or restrictions on Client’s behalf if such functionality is not available within the Service. Aventri shall comply with Client’s reasonable instructions in relation to the correction, deletion and blocking of Personal Data.

6.3: Access to Personal Data. To the extent a Data Subject’s Personal Data is not accessible to Client through the Service, Aventri will, as necessary to enable Client to meet its obligations under applicable Data Protection Laws, provide reasonable assistance to make such Personal Data available to Client.

6.4: Handling of Data Subject Requests. Client is responsible for responding to a Data Subject’s request to exercise any of its rights under relevant Data Protection Laws (including such Data Subject’s rights of access, correction, objection, deletion, restriction of processing and data portability of its Personal Data) (“Data Subject Request”). If Aventri receives a Data Subject Request, Aventri shall promptly redirect the Data Subject to Client.

6.5: Data Portability. During the term of the Agreement, Aventri shall ensure that Client can extract Personal Data from the Service in a structured, commonly used and machine-readable format such that Client can provide the Personal Data to an individual who makes a data portability request under EU Data Protection Laws.

7. Government Access Requests

Unless prohibited by applicable law or a legally-binding request of law enforcement, Aventri shall promptly notify Client of any request by government agency, judicial body or law enforcement authority for access to or disclosure of Personal Data.

8. Aventri Personnel

Aventri shall take reasonable steps to require screening of its personnel who may have access to Personal Data, and shall ensure such personnel (i) Processes Personal Data in accordance with Client’s instructions as set forth in this DPA; (ii) receives appropriate training on its responsibilities regarding the handling and safeguarding of Personal Data; and, (iii) is subject to confidentiality obligations designed to safeguard Personal Data from unauthorized access or disclosure.

9. Personal Data Breach

In the event Aventri becomes aware of a Personal Data Breach, it shall, without undue delay (but in any event within forty-eight (48) hours), notify Client. Aventri’s notification shall include, to the extent known at the time of notification (i) a description of the Personal Data Breach, including, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned, (ii) a description of the likely consequences of the Personal Data Breach, and (iii) a description of the measures taken or proposed to be taken by Aventri to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. If Aventri is unable to provide all of the information listed above as part of the initial notification, Aventri will provide this information to Client as soon as reasonably practicable. To the extent Client requires additional information from Aventri to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Aventri shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to Aventri.

10. Security Program

Aventri shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Agreement, including the implementation of appropriate Aventri security policies, which are available to Client upon request.

11. Cardholder Data

In the event Aventri processes credit or debit card payment information, it does so in compliance with all applicable Payment Card Industry Security Standard (PCI DSS) requirements, and is PCI DSS Level 1 certified.

12. Audit

Aventri shall make available to Client, upon Client’s written request, copies of any relevant summaries of external security certifications, security audit reports, or other information necessary to demonstrate compliance with this DPA. Client shall be entitled to audit Aventri’s compliance with this DPA; provided, such audit shall occur not more than once a year, save for in the event of a Personal Data Breach where an additional audit may be conducted by Client. An audit shall be conducted following reasonable prior written notice and may include, but not be limited to, a site visit (during normal office hours and with reasonable prior notice), and a review of Aventri’s policies, procedures and other documentary evidence as reasonably required by Client.

13. Return and Deletion of Personal Data

Upon Client’s request at any time during the term of the Agreement or upon termination of the Agreement, Aventri shall immediately cease Processing the Personal Data and, at Client’s option or direction, delete, destroy or render unusable all Personal Data in its possession or control, unless instructed by Client (within 60 days following such request or termination) to also return a copy of such Personal Data. This requirement shall not apply to the extent that Aventri is required by any applicable law to retain some or all of the Personal Data, in which event Aventri shall isolate and protect such Personal Data from any further Processing except to the extent required by such law. If requested by Client, Aventri shall provide written certification of its compliance with this section.

14. Additional Terms for California Personal Information

The provisions of this Section 14 will apply only with respect to Personal Data that is subject to California Civil Code Sec. 1798.100 et seq., also known as the California Consumer Privacy Act of 2018, or “CCPA” (such Personal Data, “California Personal Information”).

14.1: In connection with the Processing of California Personal Information pursuant to Client’s instructions, Aventri is a “Service Provider” and Client is a “Business” for purposes of the CCPA.

14.2: The parties acknowledge and agree that Aventri will Process California Personal Information strictly for the purpose of performing the Services under the Agreement or as otherwise permitted by the CCPA. In particular, Aventri will not: (i) sell Client’s California Personal Information; (ii) retain, use or disclose Client’s California Personal Information for a commercial purpose other than providing the Services in accordance with the Agreement; or (iii) retain, use or disclose California Personal Information outside of the direct business relationship between Aventri and Client.

15. General Provisions

15.1: Disclosure of DPA Terms. Client or its Permitted Affiliates may disclose the terms of this DPA to a data protection regulatory authority to the extent required by law or regulatory authority.

15.2: Termination. The term of this DPA will end simultaneously and automatically at the later of (i) the termination of the Agreement, or (ii) when all Personal Data is deleted from, or rendered unusable within, Aventri’s systems.

15.3: Conflict. This DPA is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA shall prevail with regard to the parties’ data protection obligations.

15.4: Headings. The section headings contained in this DPA are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPA.

15.5: Updates. Aventri may update this DPA from time to time, and will provide Client with written notice of any such updates in accordance with the Agreement.

15.6: Miscellaneous. The legal entity agreeing to this DPA as Client represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and each of its Permitted Affiliates. Except where applicable Data Protection Laws require a Permitted Affiliate to exercise a right or seek any remedy under this DPA against Aventri directly by itself, the parties agree that (i) solely the Client entity that is the contracting party to the Agreement will exercise any right or seek any remedy a Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Client entity that is the contracting party to the Agreement will exercise any such rights under this DPA in a combined manner for itself and all of its Permitted Affiliates together.

ANNEX I to the DPA
DETAILS OF PROCESSING

As between Aventri and Client, for purposes of this Annex I, the parties agree that Aventri is the Data Processor and the "data importer" (as defined in the Standard Contractual Clauses), and that Client is the Data Controller and the “data exporter” (as defined in the Standard Contractual Clauses, notwithstanding that Client may be located outside the EEA and may itself be a Data Processor acting on behalf of third party Data Controllers).

PART A: TYPES OF PERSONAL DATA AND CATEGORIES OF DATA SUBJECTS

Nature of the Services Provided by Data Processor

Aventri will provide Client with a cloud-based event management platform and related services used for Client conferences, business events, meetings and/or venue management solutions, pursuant to the terms of the Agreement and this DPA.

Data subjects

Client may submit personal data to Aventri, the extent of which is determined and controlled by the by the Client in its sole discretion, and which may include, but is not limited to, personal data relating to the following categories of data subjects:

  • Prospects, customers, business partners and vendors of Client (who are natural persons);
  • Employees or contact persons of Client’s prospects, customers, business partners and vendors;
  • Employees, agents, advisors, contractors of Client (who are natural persons);
  • Natural persons who are invited to, register for, or otherwise attend events organized or hosted by Client; and
  • Client’s users authorized by the Client to access the services provided by Aventri.

Categories of Personal Data Processed

In connection with its receipt of Services under the Agreement, Client may submit Personal Data to Aventri, the extent of which is determined and controlled by the Client in its sole discretion. Such Personal Data may include, but is not limited to the following categories of personal data:

  • Identification Data (Name, personal address, personal email addresses and other contact information)
  • Employment Information (Title, employer, business address, business email address and other corporate contact information, area of expertise)
  • Personal life data (e.g., meal preferences);
  • Financial Data (payment information);
  • Connection and usage data; and
  • Location data.

Special categories of data (if appropriate)

The parties do not anticipate the transfer of special categories of data.

Nature of Processing operations

Aventri is providing Client with event management services, including a cloud-hosted software platform for the organization, hosting and management of corporate events organized or hosted by Client. Aventri will be collecting, storing, transferring and otherwise processing personal data from individuals who are invited to, register for, or otherwise participate in one or more of Client’s events, and from Client’s employees and agents who administer any such event. Processing shall occur upon the instruction of the Client, as data exporter, in accordance with the terms of the Agreement in effect between the Client and Aventri.

PART B: TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES

Aventri, as a Data Processor and data importer, will maintain appropriate administrative, physical, and technical safeguards – including but not limited to documented data and information security policies, secure coding practices, encryption policies, data storage and deletion protocols, anti-virus protections, password policies, system and facility access controls, service monitoring and management procedures, disaster recovery and business continuity plans, and personnel security training - to protect the security, confidentiality and integrity of Personal Data provided to Aventri in the course of performing the Services pursuant to the Agreement in effect between the parties, and as further described in the Aventri, Inc. Privacy Policy available at https://www.Aventri.com/privacy-policy/  (as the same may be updated from time to time).

ANNEX II to the DPA

LIST OF SUBPROCESSORS

DPA - LIST OF SUBPROCESSORS

* The marked Subprocessors are wholly-owned subsidiaries of Aventri, Inc.

ANNEX III to the DPA

If you require a signed copy of these Standard Contractual Clauses for your records, please contact your Aventri Account Manager.

 

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

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

Name of the data exporting organisation: CLIENT, as defined in the Aventri Terms of Service

(the data exporter)

And

Name of the data importing organisation: Aventri, Inc.

Address: 13 Marshall Street, Norwalk, Connecticut USA 06854

Tel. +1 203.403.9470

e-mail: legal@aventri.com

(the data importer)
each a ‘party’; together ‘the parties’,
 
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
 

CLAUSE 1
DEFINITIONS

For the purposes of the Clauses:
  1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
  2. ‘the data exporter’ means the controller who transfers the personal data;
  3. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
  4. ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
  5. ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
  6. ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

CLAUSE 2
DETAILS OF THE TRANSFER

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

 

CLAUSE 3
THIRD PARTY BENEFICIARY CLAUSE

   1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
 
    2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
 
    3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
 
    4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.


CLAUSE 4
OBLIGATIONS OF THE DATA EXPORTER

The data exporter agrees and warrants:

  1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
  2. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
  3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
  4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
  5. that it will ensure compliance with the security measures;
  6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
  7. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
  8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
  9. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
  10. that it will ensure compliance with Clause 4(a) to (i).

CLAUSE 5
OBLIGATIONS OF THE DATA IMPORTER

  1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
  2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
  3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
  4. that it will promptly notify the data exporter about:
    1. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
    2. any accidental or unauthorised access, and
    3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
  5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
  6. at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
  7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
  8. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
  9. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
  10. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

CLAUSE 6
LIABILITY

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

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

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


CLAUSE 7
MEDIATION AND JURISDICTIONY

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

        a. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
 
        b. to refer the dispute to the courts in the Member State in which the data exporter is established.
 
    2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

 

CLAUSE 8
COOPERATION WITH SUPERVISORY AUTHORITIES

  1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
  3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

CLAUSE 9
GOVERNING LAW

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

 

CLAUSE 10
VARIATION OF THE CONTRACT

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

 

CLAUSE 11
SUBPROCESSING

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

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

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

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


CLAUSE 12
OBLIGATION AFTER THE TERMINATION OF
PERSONAL DATA PROCESSING SERVICES

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

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

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Standard Contractual Clauses (the “Clauses”) and must be completed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix. Defined terms used in this Appendix 1 shall have the meaning given to them in the Agreement (including the DPA).

Data exporter

The data exporter is: (i) the legal entity that has executed the Agreement as “Client” and, (ii) all affiliates of data exporter established within the European Economic Area (EEA) and Switzerland that have either purchased services from the data importer by entering one or more order forms, or that are authorized by Client to use the Services under the Agreement.

Data importer

The data importer is: Aventri, Inc., a provider of a cloud-based event management platform which processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement between the data exporter and data importer.

Data subjects

The personal data transferred concern the following categories of data subjects:

Please see Annex I of the DPA, which describes the data subjects.

Categories of data

Please see Annex I of the DPA, which describes the categories of personal data

Special categories of data (if appropriate)

The parties do not anticipate the transfer of special categories of data.

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

Please see Annex I of the DPA, which describes the processing operations.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSESS

This Appendix forms part of the Standard Contractual Clauses (the “Clauses”) and must be completed by the parties.

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

Aventri, as data importer, will maintain appropriate administrative, physical, and technical safeguards – including but not limited to documented data and information security policies, secure coding practices, encryption policies, data storage and deletion protocols, anti-virus protections, password policies, system and facility access controls, service monitoring and management procedures, disaster recovery and business continuity plans, and personnel security training - to protect the security, confidentiality and integrity of personal data provided to Aventri in the course of performing the Services pursuant to the Agreement in effect between the parties, and as further described in the Aventri, Inc. Privacy Policy available at https://www.Aventri.com/privacy-policy/ (as the same may be updated from time to time).

TABLE OF CONTENTS

Version Updated 15 February 2021