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Data Processing Agreement

This Data Processing Agreement (hereinafter “DPA”), including its Appendices, forms part of the Terms of Use for the purchase of online services (including associated desktop or mobile components) from SPICA, which includes the services listed on Appendix 1 of this DPA (hereinafter “Services”) to reflect the parties’ agreement with regard to the processing of personal data.

By accepting the Terms of Use, the Customer enters into this DPA on behalf of itself as the Controller.

In the course of providing the Services to Customer pursuant to the Terms of Use, SPICA may process personal data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

HOW THIS DPA APPLIES

If the Customer entity signing this DPA is a party to the Terms of Use, this DPA is an addendum to and forms part of the Terms of Use.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and SPICA, but has not signed its Agreement with SPICA and is not a “Customer” as defined under the Agreement.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Customer or User” means the entity that executed the Agreement which has accepted the Terms of Use upon account registration.

“Customer Data” means such electronic data and information submitted by or for Customer to the Services.

“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

“Data Subject” means the identified or identifiable person to whom Personal Data relates.

“GDPR” means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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

“SPICA” means SPICA International d.o.o. a company incorporated in Slovenia with its headquarters Pot k sejmišču 33, Ljubljana, Slovenia.

“Sub-processor” means any sub-processor engaged by the Processor.

“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

2. PROCESSING OF PERSONAL DATA

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, SPICA is the Processor and that SPICA will engage Subprocessors pursuant to the requirements set forth in Section 5 “Sub-processors” below.

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer acts as a single point of contact and is solely responsible for obtaining any relevant authorizations, consents and permissions for the processing of Personal Data in accordance with this DPA, including, where applicable approval by Data Subject to use SPICA as a Processor. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

2.3 SPICA’s Processing of Personal Data. SPICA shall treat Personal Data as confidential information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable purchase form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by SPICA is the performance of the Services pursuant to the Agreement. The duration of the Processing, nature, and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Appendix 3 (Details of the Processing) to this DPA.

3. RIGHTS OF DATA SUBJECTS

3.1. Data Subject Request. SPICA shall, to the extent legally permitted, promptly notify Customer if SPICA receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Taking into account the nature of the Processing and associated costs, SPICA shall reasonably assist Customers by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, SPICA shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent SPICA is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. The Customer shall be responsible for any costs arising from SPICA’s provision of such assistance.

4. SPICA PERSONNEL

4.1 Confidentiality. SPICA shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality clauses. SPICA shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2 Reliability. SPICA shall take commercially reasonable steps to ensure the reliability of any SPICA personnel engaged in the Processing of Personal Data.

4.3 Limitation of Access. SPICA shall ensure that SPICA’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

5. SUB-PROCESSORS

5.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) SPICA uses as underlying cloud platform AZURE platform managed and owned by MICROSOFT and its services, and (b) may engage any other third-party Sub-processors in connection with the provision of the Services. SPICA has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

5.2 List of Current Sub-processors and Notification of New Sub-processors. SPICA shall make available to Customer at the request the current list of Sub-processors for the Services as from time to time and such shall include the identities of those Sub-processors and their country of location. SPICA shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.

5.3 Objection Right for New Sub-processors. Customer may object to SPICA’s use of a new Subprocessor by notifying SPICA promptly in writing within ten (10) business days after receipt of SPICA’s notice in accordance with the mechanism set out in Section 5.2. In the event Customer objects to a new Subprocessor, SPICA will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If SPICA is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable purchase form(s) with respect only to those Services which cannot be provided by SPICA without the use of the objected-to new Sub-processor by providing written notice to SPICA. SPICA will refund Customer any prepaid fees covering the remainder of the term of such purchase form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

5.4 Emergency Replacement. SPICA may replace a Subprocessor without advance notice where the reason for the change is outside of SPICA’s reasonable control and prompt replacement is required for security or other urgent reasons. In such a case, SPICA will inform the Customer of the replacement Subprocessor as soon as possible following its appointment. Section 5.3 applies accordingly.

5.5 Liability. SPICA shall be liable for the acts and omissions of its Sub-processors to the same extent SPICA would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

5.6 International transfers. SPICA may process Customer Data anywhere in the world where SPICA or its Sub-processors maintain data processing operations. SPICA will at all times provide appropriate safeguards for the Personal Data wherever it is processed, in accordance with the requirements of Data Protection Laws.

6. SECURITY – TECHNICAL AND ORGANISATIONAL MEASURES

6.1 Controls for the Protection of Customer Data. SPICA shall maintain appropriate technical and organizational measures for the protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data as set forth in Appendix 2. SPICA will not materially decrease the overall security of the Services during a subscription term. Technical and organizational measures with respect to MICROSOFT AZURE are listed at https: //Azure.microsoft.com.

6.2 Third-Party Certifications and Audits. SPICA has obtained ISO 27001 certification. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, SPICA shall make available to Customer a copy of SPICA’s then most recent third-party audits or certifications, as applicable. MICROSOFT AZURE as an underlying cloud platform has obtained the following certifications azure.microsoft.com/en-us/overview/trusted-cloud/.

7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

SPICA maintains security incident management policies and procedures and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by SPICA or its Sub-processors of which SPICA becomes aware (a “Customer Data Incident”). SPICA shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as SPICA deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent of the remediation is within SPICA’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

8. RETURN AND DELETION OF CUSTOMER DATA

SPICA shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Azure Microsoft Security, Privacy and Architecture Documentation.

9. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS DPA, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PARAGRAPH IS INTENDED TO LIMIT OR RESTRICT LIABILITY OBLIGATIONS OF ANY PARTY CAUSED BY PARTY’S GROSS NEGLIGENCE OR WILFUL INTENT.

Although SPICA has taken all reasonable measures to minimize the risks of data loss, including the regular data backup, SPICA takes no responsibility for eventual data recovery failure or data loss in general.

10. EUROPEAN SPECIFIC PROVISIONS

10.1 Data Protection Impact Assessment. Upon Customer’s request, SPICA shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent, such information is available to SPICA. SPICA shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 10.1 of this DPA, to the extent required under the GDPR.

11. LEGAL EFFECT

This DPA shall only become legally binding between Customer and SPICA when the Terms of use of Services have been fully completed.

This DPA is governed by the laws of the Republic of Slovenia.

12. APPENDICES

Appendix 1: Description of Services

Door Cloud is a cloud-based solution for physical access control. Its purpose is to provide control of whether a particular user can enter a particular door. For that to work, Door Cloud connects to each door in the system via a locally installed internet device which controls the electric lock.

Door Cloud online service, Door Cloud smartphone app, optional card readers and door controller devices, together as a whole provide the complete, end-to-end physical security solution.

Door Cloud online service is run at www.doorcloud.com by Spica International d.o.o., Ljubljana, Slovenia. The doorcloud.com domain name, the web site and web application software, the smartphone app and the controller’s design are all owned by Spica.

Appendix 2: Technical and organizational measures

1. TECHNICAL AND ORGANIZATIONAL MEASURES

The following sections define SPICA’s current technical and organizational measures. SPICA may change these at any time without notice so long as it maintains a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data.

1.1 Physical Access Control. Unauthorized persons are prevented from gaining physical access to premises, buildings or rooms where data processing systems that process and/or use Personal Data are located.

1.2 System Access Control. Data processing systems used to provide the Cloud Service must be prevented from being used without authorization.

1.3. Data Access Control. Persons entitled to use data processing systems gain access only to the Personal Data that they have a right to access, and Personal Data must not be read, copied, modified or removed without authorization in the course of processing, use and storage.

1.4. Data Input Control. It will be possible to retrospectively examine and establish whether and by whom Personal Data have been entered, modified or removed from SPICA data processing systems.

1.5. Job Control. Personal Data being processed on commission (i.e., Personal Data processed on a customer’s behalf) is processed solely in accordance with the Agreement and related instructions of the Customer.

1.6 Availability Control. Personal Data will be protected against accidental or unauthorized destruction or loss.

1.7 Data Separation Control. Personal Data collected for different purposes can be processed separately.

1.8 Data Integrity Control. Personal Data will remain intact, complete and current during processing activities.

Appendix 3: The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA

Duration equals subscription period.

The nature and purpose of processing relate to usage of DoorCloud service:

  • to provide users with the service;
  • to identify users in order to be able to provide the service;
  • to prevent unauthorized access to service and data;
  • to inform users about the service and other Spica products and services;
  • to improve the experience of Customers.

Types of personal data:

  • Name and surname
  • Email
  • Team or Organization unit
  • Access right
  • Recorded access events (date, timestamp, type of event)