Data Processing Addendum
Last updated: October 28, 2024
This Data Processing Addendum (the “Addendum”) forms part of the terms entered into by and between Fideo Intelligence, Inc. (“Fideo”) and Customer pursuant to the Fideo Services Agreement (the “Agreement”) under which Fideo provides Fideo Data Services (“Services”) to Customer. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.
1. Effectiveness
a. Scope. This Addendum shall only apply to the extent required by Data Protection Laws with regard to the relevant Customer Personal Data. In case of any conflict between the provisions of the Agreement and the provisions of this Addendum with respect to such Processing, the provisions of this Addendum shall apply.
b. Termination. This Addendum will terminate upon the earliest of: (i) termination of the Agreement (and without prejudice to the survival of accrued rights and liabilities of the parties and any obligations of the parties which either expressly or by implication survive termination); (ii) as earlier terminated pursuant to the terms of this Addendum; or (iii) as agreed by the parties in writing.
2. Definitions. As used in this Addendum:
“Customer Personal Data” means Personal Data received from or on behalf of Customer pursuant to or in connection with the Agreement that is covered by Data Protection Laws.
“Controller” means an entity that determines the purposes and means of the Processing of Personal Data.
“Data Protection Laws” means the data privacy and security laws and regulations of any jurisdiction applicable to the Processing of Customer Personal Data under the Agreement including, in each case to the extent applicable, European Data Protection Laws and United States Data Protection Laws.
“Data Subject” means the identified or identifiable natural person who is the subject of Personal Data.
“European Data Protection Laws” means, in each case to the extent applicable: (a) the EU General Data Protection Regulation 2016/679 (“GDPR”); (b) the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), the Data Protection Act of 2018, and all other laws relating to data protection, the processing of personal data, privacy, or electronic communications in force from time to time in the United Kingdom (collectively, “UK Data Protection Laws”); (c) the Swiss Federal Act on Data Protection (“Swiss FADP”); and (d) any other applicable law, rule, or regulation related to the protection of Customer Personal Data in the European Economic Area, United Kingdom, or Switzerland that is already in force or that will come into force during the term of this Addendum.
“Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, including, but not limited to, any information that is defined as “personally identifiable information,” “personal information,” “personal data,” or other similar term under Data Protection Laws.
“Process” means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available.
“Processor” means an entity that Processes Personal Data on behalf of a Controller.
“Security Incident” means a breach of Fideo’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data in Fideo’s possession, custody, or control. A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Standard Contractual Clauses” means, as applicable, Module Two (Transfer controller to processor) or Module Three (Transfer processor to processor) of the standard contractual clauses approved by the European Commission’s implementing decision (C(2021)3972) of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/678 or the European Parliament and of the Council (available at: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=en), as supplemented or modified by Appendix 3.
“Subprocessor” means any Processor appointed by Fideo in connection with the Processing of Customer Personal Data by Fideo under the Agreement.
“Supervisory Authority” means an independent competent public authority established or recognized under Data Protection Laws.
“United States Data Protection Laws” means, in each case to the extent applicable: (a) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, when effective, and its implementing regulations (collectively, “CCPA”); (b) the Virginia Consumer Data Protection Act (“VCPDA”), when effective; (c) the Colorado Privacy Act and its implementing regulations (“CPA”), when effective; (d) the Utah Consumer Privacy Act (“UCPA”), when effective; (e) Connecticut SB6, An Act Concerning Personal Data Privacy and Online Monitoring (“CTDPA”); and (f) any other applicable law or regulation related to the protection of Customer Personal Data in the United States that is already in force or that will come into force during the term of this Addendum.
3. Processing of Personal Data
a. Roles of the Parties. The parties acknowledge and agree that, as between the parties, with regard to the Processing of Customer Personal Data under the Agreement, Customer is a Controller and Fideo is a Processor. In some circumstances, the parties acknowledge that Customer may be acting as a Processor to a third-party Controller in respect of Customer Personal Data, in which case Fideo will remain a Processor with respect to the Customer. Each party will comply with the obligations applicable to it in such role under Data Protection Laws with respect to the Processing of Customer Personal Data.
b. Customer Instructions. Fideo will Process Customer Personal Data only in accordance with Customer’s documented instructions unless otherwise required by applicable law, in which case Customer will inform Fideo of such Processing unless notification is prohibited by applicable law. Customer hereby instructs Fideo to Process Customer Personal Data: (i) to provide the Services to Fideo; (ii) to perform its obligations and exercise its rights under the Agreement and this Addendum; and (iii) as necessary to prevent or address technical problems with the Services. Fideo will notify Customer if, in its opinion, an instruction of Customer infringes upon Data Protection Laws. Customer’s instructions for the Processing of Customer Personal Data shall comply with Data Protection Laws. Customer shall be responsible for: (A) giving adequate notice and making all appropriate disclosures to Data Subjects regarding Customer’s use and disclosure and Fideo’s Processing of Customer Personal Data; and (B) obtaining all necessary rights, and, where applicable, all appropriate and valid consents to disclose such Customer Personal Data to Fideo to permit the Processing of such Customer Personal Data by Fideo for the purposes of performing Fideo’s obligations under the Agreement or as may be required by Data Protection Laws. Customer shall notify Fideo of any changes in, or revocation of, the permission to use, disclose, or otherwise Process Customer Personal Data that would impact Fideo’s ability to comply with the Agreement, this Addendum, or Data Protection Laws.
c. Details of Processing. The parties acknowledge and agree that the nature and purpose of the Processing of Customer Personal Data, the types of Customer Personal Data Processed, the categories of Data Subjects, and other details regarding the Processing of Customer Personal Data are as set forth in Appendix 1.
d. Processing Subject to the CCPA. As used in this Section 3(d), the terms “Sell,” “Share,” “Business Purpose,” and “Commercial Purpose” shall have the meanings given in the CCPA and “Personal Information” shall mean any personal information (as defined in the CCPA) contained in Customer Personal Data. Fideo will not: (i) Sell or Share any Personal Information; (ii) retain, use, or disclose any Personal Information (A) for any purpose other than for the Business Purposes specified in the Agreement, including for any Commercial Purpose other than the Business Purposes specified in the Agreement, or as otherwise permitted by the CCPA, or (B) outside of the direct business relationship between Customer and Fideo; or (iii) combine Personal Information received from, or on behalf of, Customer with Personal Data received from or on behalf of any third party, or collected from Fideo’s own interaction with Data Subjects, except to perform any Business Purpose permitted by the CCPA. Fideo hereby certifies that it understands the foregoing restrictions under this Section 3(d) and will comply with them. The parties acknowledge that the Personal Information disclosed by Customer to Fideo is provided to Fideo only for the limited and specified purposes set forth in the Agreement and this Addendum. Fideo will comply with applicable obligations under the CCPA and provide the same level of privacy protection to Personal Information as is required by the CCPA. Customer has the right to take reasonable and appropriate steps to help ensure that Fideo uses the Personal Information transferred in a manner consistent with Customer’s obligations under the CCPA by exercising Customer’s audit rights in Section 8. Fideo will notify Customer if it makes a determination that Fideo can no longer meet its obligations under the CCPA. If Fideo notifies Customer of unauthorized use of Personal Information, including under the foregoing sentence, Customer will have the right to take reasonable and appropriate steps to stop and remediate such unauthorized use by limiting the Personal Information shared with Fideo, terminating the portion of the Agreement relevant to such unauthorized use, or such other steps mutually agreed between the parties in writing.
4. Fideo Personnel. Fideo restricts its personnel from Processing Customer Personal Data without authorization by Fideo and will limit the Processing to that which is needed for the specific individual’s job duties in connection with Fideo’s provision of the Services under the Agreement. Fideo will impose appropriate contractual obligations on its personnel, including relevant obligations regarding confidentiality, data protection, and data security.
5. Data Subject Rights. Fideo will, taking into account the nature of the Processing of Customer Personal Data and the functionality of the Services, provide reasonable assistance to Customer by appropriate technical and organizational measures, insofar as this is possible, as necessary for Customer to fulfill its obligations under Data Protection Laws to respond to requests by Data Subjects to exercise their rights under Data Protection Laws. Fideo reserves the right to charge Customer on a time and materials basis in the event that Fideo considers that such assistance is onerous, complex, frequent, or time consuming. If Fideo receives a request from a Data Subject under any Data Protection Laws with respect to Customer Personal Data, Fideo will advise the Data Subject to submit the request to Customer and Customer will be responsible for responding to any such request.
6. Subprocessors. Fideo may engage such Subprocessors as Fideo considers reasonably appropriate for the Processing of Customer Personal Data. Fideo currently utilizes Amazon Web Services to perform the Services. A complete list of Fideo’s Subprocessors, including their functions and locations, is available upon Customer’s request and may be updated by Fideo from time to time in accordance with this Addendum. Fideo shall notify Customer of the addition or replacement of any Subprocessor at least 10 days prior to engagement and Customer may, on reasonable grounds, object to a new or replaced Subprocessor by notifying Fideo in writing within 10 days of receipt of Fideo’s notification, giving reasons for Customer’s objection. Upon receiving such objection, Fideo shall: (a) work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and (b) where such change cannot be made within 10 days of Fideo’s receipt of Customer’s notice, Customer may by written notice to Fideo with immediate effect terminate the portion of the Agreement or any relevant Order Form to the extent that it relates to the Services which require the use of the proposed Subprocessor. This termination right is Customer’s sole and exclusive remedy to Customer’s objection of any Subprocessor appointed by Fideo. When engaging any Subprocessor, Fideo will enter into a written contract with such Subprocessor containing data protection obligations not less protective than those in this Addendum with respect to Customer Personal Data. Fideo shall be liable for the acts and omissions of the Subprocessor to the extent Fideo would be liable under the Agreement and this Addendum.
7. Security.
a. Security Measures. Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Fideo shall implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk, in accordance with the security standards in Appendix 2 (the “Security Measures”). Customer acknowledges that the Security Measures may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices, provided that the modifications will not materially decrease Fideo’s security obligations hereunder.
b. Security Incidents. Upon becoming aware of a confirmed Security Incident, Fideo will: (i) notify Customer of the Security Incident without undue delay after becoming aware of the Security Incident; and (ii) take reasonable steps to identify the cause of such Security Incident, minimize harm, and prevent a recurrence. Fideo will take reasonable steps to provide Customer with information available to Fideo that Customer may reasonably require to comply with its obligations under Data Protection Laws. Fideo’s notification of or response to a Security Incident under this Section 7(b) will not be construed as an acknowledgement by Fideo of any fault or liability with respect to the Security Incident.
c. Customer Responsibilities. Customer agrees that, without limitation of Fideo’s obligations under this Section 7, Customer is solely responsible for its use of the Services, including: (i) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Personal Data; and (b) securing any account authentication credentials, systems, and devices Customer uses to access or connect to the Services, where applicable. Without limiting Fideo’s obligations hereunder, Customer is responsible for reviewing the information made available by Fideo 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.
8. Assessments and Prior Consultations. In the event that Data Protection Laws require Customer to conduct a data protection impact assessment, transfer impact assessment, or prior consultation with a Supervisory Authority in connection with Fideo’s Processing of Customer Personal Data, following written request from Customer, Fideo shall use reasonable commercial efforts to provide relevant information and assistance to Customer to fulfil such request, taking into account the nature of Fideo’s Processing of Customer Personal Data and the information available to Fideo. Fideo reserves the right to charge Customer on a time and materials basis in the event that Fideo considers that such assistance is onerous, complex, frequent, or time consuming.
9. Return or Destruction of Customer Personal Data. Following termination or expiration of the Agreement, Fideo shall, at Customer’s option, delete or return Customer Personal Data and all copies to Customer, except as required by applicable law. If Fideo retains Customer Personal Data pursuant to applicable law, Fideo agrees that all such Customer Personal Data will continue to be protected in accordance with this Addendum.
10. Audit
a. Report on Compliance. At Customer’s written request, Fideo will provide Customer with all information reasonably necessary for Customer to verify Fideo’s compliance with the security obligations under this Addendum. The information will constitute Fideo Confidential Information under the confidentiality provisions of the Agreement or a non-disclosure agreement executed by the parties. Fideo shall allow for and contribute to audits, including inspections, by Customer or an auditor mandated by Customer in relation to the Processing of the Customer Personal Data by Fideo or any Subprocessor in accordance with the provisions of this Section 10.
b. Applicability of this Section. Customer’s information and audit rights only arise under Section 10(a) hereof to the extent that the Agreement does not otherwise provide information and audit rights meeting the relevant requirements of Data Protection Laws.
c. Audit Procedure. An audit shall be conducted in accordance with and subject to the limitations of Section 6(c) (Security Audits) of the Agreement, provided however that: (i) an audit outside normal business hours shall be permitted if the audit or inspection shall be conducted on an emergency basis and where Customer has given Fideo prior written notice of such emergency audit; and (ii) no limitation with respect to the frequency of audits conducted shall apply to any additional audits or inspections which Customer is required or requested to carry out by a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws, and where Customer has identified its concerns or the relevant requirement in its notice to Fideo of the audit or inspection.
11. International Transfer of Data.
a. Data Processing Facilities. Fideo may, subject to Sections 11(b) and 11(c), Process Customer Personal Data in the United States or anywhere Fideo or its Subprocessors maintains facilities. Customer is responsible for ensuring that its use of the Services complies with any cross-border data transfer restrictions of Data Protection Laws.
b. European Transfers. If Customer transfers Customer Personal Data to Fideo that is subject to European Data Protection Laws, and such transfer is not subject to an alternative adequate transfer mechanism under European Data Protection Laws or otherwise exempt from cross-border transfer restrictions, then Customer (as “data exporter”) and Fideo (as “data importer”) agree that the applicable terms of the Standard Contractual Clauses shall apply to and govern such transfer and are hereby incorporated herein by reference. In furtherance of the foregoing, the parties agree that: (i) the execution of this Addendum shall constitute execution of the applicable Standard Contractual Clauses as of the Addendum Effective Date; (ii) the relevant selections, terms, and modifications set forth in Appendix 3 shall apply, as applicable; and (iii) the Standard Contractual Clauses shall automatically terminate once the Customer Personal Data transfer governed thereby becomes lawful under European Data Protection Laws in the absence of such Standard Contractual Clauses on any other basis.
c. Other Jurisdictions. If Customer transfers Customer Personal Data to Fideo that is subject to Data Protection Laws other than European Data Protection Laws which require the parties to enter into standard contractual clauses to ensure the protection of the transferred Customer Personal Data, and the transfer is not subject to an alternative adequate transfer mechanism under Data Protection Laws or otherwise exempt from cross-border transfer restrictions, then the parties agree that the applicable terms of any standard contractual clauses approved or adopted by the relevant Supervisory Authority pursuant to such Data Protection Laws shall automatically apply to such transfer and, as applicable, shall be completed on a mutatis mutandis basis to the completion of the Standard Contractual Clauses as described in Section 11(b).
12. Limitation of Liability. Each party’s liability, taken together in the aggregate, arising out of or related to this Addendum, whether in contract, tort or under any other theory of liability, is subject to the “Limitation of Liability” section of the Agreement. For the avoidance of doubt, Fideo’s total liability for all claims from the Customer or any third party (other than Data Subject) arising out of or related to the Agreement and this Addendum shall apply in the aggregate for all claims under both the Agreement and this Addendum.
13. Jurisdiction and Governing Law. Except as otherwise provided in this Addendum, the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity.
Last Modified: October 28, 2024
APPENDIX 1: DETAILS OF PROCESSING OF CLIENT PERSONAL DATA
1. Subject matter and duration of the Processing of Customer Personal Data
The subject matter and duration of the Processing are as described in the Agreement and the Addendum.
2. Nature and purpose of the Processing of Customer Personal Data
The nature and purpose of the Processing are those activities reasonably required to facilitate or support the provision of the Services as described in the Agreement and the Addendum.
3. The categories of Data Subjects to whom Customer Personal Data relates
The categories of Data Subjects shall be as is contemplated or related to the Processing described in the Agreement.
4. The categories of Customer Personal Data
The categories of Customer Personal Data Processed are those categories contemplated in and permitted by Agreement.
5. The sensitive data included in Customer Personal Data
No sensitive data expected by the parties.
6. The frequency of Customer’s transfer of Customer Personal Data to Fideo:
On a continuous basis for the term of the Agreement.
7. The period for which Customer Personal Data will be retained, or, if that is not possible, the criteria used to determine that period:
As set forth in the Addendum or the Agreement.
8. For transfers to Subprocessors, the subject matter, nature and duration of the Processing of Customer Personal Data:
As set forth in the Addendum or the Agreement.
APPENDIX 2: SECURITY MEASURES
With respect to Customer Personal Data transferred to or received by Fideo under the Agreement, Fideo has implemented, and will maintain, a comprehensive written information security program (“Information Security Program“) that includes appropriate administrative, technical, and physical safeguards to ensure the confidentiality, integrity, and availability of Customer Personal Data. In particular, the Information Security Program will include the following safeguards where appropriate or necessary to ensure the protection of Customer Personal Data:
1. Access Controls – Policies, procedures, and physical and technical controls: (a) to limit physical access to its information systems and the facility or facilities in which they are housed to properly authorized persons; (b) to ensure that all members of its workforce who require access to Customer Personal Data have appropriately controlled access, and to prevent those workforce members and others who should not have access from obtaining access; (c) to authenticate and permit access only to authorized individuals and to prevent members of its workforce from providing Customer Personal Data or information relating thereto to unauthorized individuals; and (d) to reasonably encrypt Customer Personal Data where appropriate.
2. Security Awareness and Training – A security awareness and training program for all relevant members of Fideo’s workforce (including management), which includes training on how to implement and comply with its Information Security Program.
3. Security Incident Procedures – Policies and procedures to detect, respond to, and otherwise address security incidents, including procedures to monitor systems and to detect attempted attacks on or intrusions into Customer Personal Data or information systems relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and document security incidents and their outcomes.
4. Contingency Planning – Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, and natural disaster) that damages Customer Personal Data or systems that contain Customer Personal Data, including a data backup plan and a disaster recovery plan.
5. Device and Media Controls – Policies and procedures on hardware and electronic media that contain Customer Personal Data into and out of a Fideo facility, and the movement of these items within a Fideo facility, including policies and procedures to address the final disposition of Customer Personal Data, or the hardware or electronic media on which it is stored, and procedures for removal of Customer Personal Data from electronic media before the media are made available for re-use.
6. Audit Controls – Hardware, software, and procedural mechanisms that record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements and compliance therewith.
7. Data Integrity – Policies and procedures to ensure the confidentiality, integrity, and availability of Customer Personal Data and protect it from disclosure, improper alteration, or destruction.
8. Storage and Transmission Security – Technical security measures to guard against unauthorized access to Customer Personal Data that is being transmitted over an electronic communications network, including a mechanism to encrypt Customer Personal Data in electronic form while in transit and in storage on networks or systems to which unauthorized individuals may have access.
9. Assigned Security Responsibility – Fideo will designate a security official responsible for the development, implementation, and maintenance of its Information Security Program. Fideo will inform the Customer as to the person responsible for security upon request.
10. Storage Media – Policies and procedures to ensure that prior to any storage media containing Customer Personal Data being assigned, allocated, or reallocated to another user, or prior to such storage media being permanently removed from a facility, Fideo will delete such Customer Personal Data from both a physical and logical perspective, such that the media contains no residual data, or if necessary physically destroy such storage media. Fideo will maintain an auditable program implementing the disposal and destruction requirements set forth in this section for all storage media containing Customer Personal Data.
11. Testing – Fideo will regularly test the key controls, systems, and procedures of its Information Security Program to ensure that they are properly implemented and effective in addressing the threats and risks identified. Fideo will conduct an annual independent audit of their controls and effectiveness (SOC2 or ISO 27001). Fideo will monitor their effectiveness of technical security controls through an ongoing bug bounty program and annual penetration test performed by an independent company.
12. Adjust the Program – The specifications provided herein apply as of the Addendum Effective Date. Fideo will monitor, evaluate, and adjust, as appropriate, the Information Security Program in light of any relevant changes in technology or security standards, the sensitivity of the Customer Personal Data, internal or external threats to Fideo or the Customer Personal Data, and Fideo’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems. In light of the foregoing, the Information Security Program is subject to change; provided, however, that any such update will not materially diminish the applicable information security protections applicable to Customer Personal Data.
APPENDIX 3: STANDARD CONTRACTUAL CLAUSES
1. Application of Modules. If Customer is acting as a Controller with respect to Customer Personal Data, “Module Two: Transfer controller to processor” of the Standard Contractual Clauses shall apply. If Customer is acting as a Processor to a third-party Controller with respect to Customer Personal Data, Fideo is a sub-Processor and “Module Three: Transfer processor to processor” of the Standard Contractual Clauses shall apply.
2. Sections I-V. The parties agree to the following selections in Sections I-IV the Standard Contractual Clauses: (a) the parties select Option 2 in Clause 9(a) and the specified time period shall be the notification time period set forth in Section 6 of the Addendum; (b) the optional language in Clause 11(a) is omitted; (c) the parties select Option 1 in Clause 17 and the governing law of the Republic of Ireland will apply; and (d) in Clause 18(b), the parties select the courts of the Republic of Ireland.
3. Annexes. The name, address, contact details, activities relevant to the transfer, and role of the parties set forth in the Agreement and the Addendum shall be used to complete Annex I.A. of the Standard Contractual Clauses. The information set forth in Appendix 1 to the Addendum shall be used to complete Annex I.B. of the Standard Contractual Clauses. The competent supervisory authority in Annex I.C. of the Standard Contractual Clauses shall be the relevant supervisory authority determined by Clause 13 and the GDPR, unless otherwise set forth in Sections 5 or 6 of this Appendix 3. If such determination is not clear, then the competent supervisory authority shall be the Irish Data Protection Authority. The technical and organizational measures in Annex II of the Standard Contractual Clauses shall be the measures set forth in Appendix 2 to the Addendum.
4. Supplemental Business-Related Clauses. In accordance with Clause 2 of the Standard Contractual Clauses, the parties wish to supplement the Standard Contractual Clauses with business-related clauses, which shall neither be interpreted nor applied in such a way as to contradict the Standard Contractual Clauses (whether directly or indirectly) or to prejudice the fundamental rights and freedoms of Data Subjects. Fideo and Customer therefore agree that the applicable terms of the Agreement and the Addendum shall apply if, and to the extent that, they are permitted under the Standard Contractual Clauses, including without limitation the following:
a. Instructions. The instructions described in Clause 8.1 are set forth in Section 3(b) of the Addendum.
b. Protection of Confidentiality. In the event a Data Subject requests a copy of the Standard Contractual Clauses or the Addendum under Clause 8.3, Customer shall make all redactions reasonably necessary to protect business secrets or confidential information of Fideo.
c. Deletion or Return. Deletion or return of Customer Personal Data by Fideo under the Standard Contractual Clauses shall be governed by Section 9 of the Addendum. Certification of deletion of Customer Personal Data under Clause 8.5 or Clause 16(d) will be provided by Fideo upon the written request of Customer.
d. Onward Transfers. Fideo shall be deemed in compliance with Clause 8.8 to the extent such onward transfers occur in accordance with Article 4 of the Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
e. Audits and Certifications. Any information requests or audits provided for in Clause 8.9 shall be fulfilled in accordance with Section 10 of the Addendum.
f. Liability. The relevant terms of the Agreement which govern indemnification or limitation of liability shall apply to Fideo’s liability under Clauses 12(a), 12(d), and 12(f).
g. Termination. The relevant terms of the Agreement which govern termination shall apply to a termination pursuant to Clauses 14(f) or 16.
5. Transfers from the United Kingdom. If Customer transfers Customer Personal Data to Fideo that is subject to UK Data Protection Laws, the parties acknowledge and agree that: (a) the template addendum issued by the Information Commissioner’s Office of the United Kingdom and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (available at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf), as it may be revised from time to time by the Information Commissioner’s Office (the “UK Addendum”) shall be incorporated by reference herein; (b) the UK Addendum shall apply to and modify the Standard Contractual Clauses solely to the extent that UK Data Protection Laws apply to Customer’s Processing when making the transfer; (c) the information required to be set forth in “Part 1: Tables” of the UK Addendum shall be completed using the information provided in this Appendix 3 and the Addendum; and (d) either party may end the UK Addendum in accordance with section 19 thereof.
6. Transfers from Switzerland. If Customer transfers Customer Personal Data to Fideo that is subject to the Swiss FADP, the following modifications shall apply to the Standard Contractual Clauses to the extent that the Swiss FADP applies to Customer’s Processing when making that transfer: (a) the term “member state” as used in the Standard Contractual Clauses shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from suing for their rights in their place of habitual residence in accordance with Clause 18(c) of the Standard Contractual Clauses; (b) the Standard Contractual Clauses shall also protect the data of legal entities until the entry into force of the revised Swiss FADP on or about 1 January 2023; (c) references to the GDPR or other governing law contained in the Standard Contractual Clauses shall also be interpreted to include the Swiss FADP; and (d) the parties agree that the supervisory authority as indicated in Annex I.C of the Standard Contractual Clauses shall be the Swiss Federal Data Protection and Information Commissioner.