CALLIDUS SOFTWARE INC. CUSTOMER DATA PROCESSING ADDENDUM

CALLIDUS SOFTWARE INC. DATA PROCESSING ADDENDUM

BETWEEN

This Data Protection Addendum (this “DPA”) is entered into between Callidus Software Inc., located at 4140 Dublin Blvd #400, Dublin, CA 94568, USA (“Callidus”), and Customer (defined below). This DPA is effective on the date it has been duly executed by all parties.

RECITALS 

  1. The parties have entered into one or more agreements for the provision of services by Callidus to the Customer (“Agreement“).
  2. In connection with the Callidus Services, the parties anticipate that Callidus, and where applicable its subcontractors, may from time to time process certain personal data in respect of which the Customer or any member of the Customer Group (as defined below) or clients of Customer or a member of the Customer Group may be a data controller under the Data Protection Legislation (as defined below).
  3. The Customer and Callidus have agreed to DPA in order to ensure that adequate safeguards are put in place with respect to the protection of such personal data as required by the Data Protection Legislation.

1. DEFINITIONS

Adequate Country” means a country or territory that is recognised under Data Protection Legislation from time to time as providing adequate protection for personal data.

Control” and “Common Control“. An entity “Controls” another entity if it: (a) holds a majority of the voting rights in it; (b) is a member or shareholder of it and has the right to remove a majority of its board of directors or equivalent managing body; (c) is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or (d) has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are treated as being in “Common Control” if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.

Customermeans the customer that is identified on, and is a party to, the Agreement.

Customer Group” means Customer and any corporate entities which are from time to time: (a) under Common Control with Customer; and (b) established and/or doing business in the European Economic Area or Switzerland;

Data Protection Legislation” means all privacy laws and regulations applicable to any Personal Data processed under or in connection with this Agreement, including without limitation, the Data Protection Directive 95/46/EC (as the same may be superseded by the GDPR, the Privacy and Electronic Communications Directive 2002/58/EC and all national legislation implementing or supplementing the foregoing.

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 Datameans all data which is defined as ‘Personal Data’ in the Data Protection Legislation and that is provided directly or indirectly by Customer to Callidus, or accessed, stored or otherwise processed by Callidus or its subprocessors (as applicable) for the purposes of delivering the Services to Customer.

“Processing”, “Data Controller”, Data Processor “, “Data Subject” and “Supervisory Authority” shall have the meanings ascribed to them in the Data Protection Legislation.

Services” means the Services provided by Callidus to the Customer according to the Agreement.

Standard Contractual Clauses / SCC” means the Standard Contractual Clauses document attached as Attachment 1.

2. DATA PROCESSING

2.1       Scope and Roles of the Parties.  The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Data Controller, Callidus is the Data Processor and that Callidus may engage in sub-processors pursuant to the requirements set forth in Section 7 below.

2.2       Compliance with Laws.  Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA, including the Data Protection Legislation.

2.3       Processing Instructions. Callidus will process Customer Data in accordance with the Agreement; and with the Customer’s reasonable written instructions, where such instructions are consistent with the terms of the Agreement and this DPA.As between the parties, the Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which the Customer acquired Personal Data.

2.4       Record-keeping.  The records of processing (including duration, categories of personal data, data subject) are set out in Attachment 2 of this DPA.

3. DATA TRANSFERS

3.1      The Customer acknowledges that the provision of the Services under the Agreement may require the processing of Personal Data by sub-processors in countries outside the European Economic Area (EEA) from time to time.

3.2    To the extent any processing of Personal Data by Callidus takes place in any country outside the EEA (except if in an Adequate Country), the parties agree that the standard contractual clauses (as set out in Attachment 1 of this DPA) will apply in respect of that processing and Callidus will comply with the obligations of the ‘data importer’ in the standard contractual clauses and the Customer will comply with the obligations of ‘data exporter’.

3.3    If, in the performance of this DPA, Callidus transfers any Personal Data to a sub-processor (which may include without limitation any affiliates of Callidus) and without prejudice to Section 7 where such sub-processor will process Personal Data outside the EEA, Callidus shall in advance of any such transfer ensure that a mechanism to achieve adequacy in respect of that processing is in place such as:

  1. the requirement for Callidus to execute or procure that the third party execute on behalf of the Customer standard contractual clauses approved by the EU authorities under Data Protection Legislation and set out in Attachment 1;
  2. the requirement for the third party to be certified under the Privacy Shield framework; or
  3. the existence of any other specifically approved safeguard for data transfers (as recognised under the Data Protection Legislation) and/or a European Commission finding of adequacy.

4. SECURITY; AUDITS OF TECHNICAL AND ORGANISATIONAL MEASURES

4.1       Security. Callidus will maintain appropriate technical and organizational safeguards against the unauthorized and unlawful Processing of Personal Data, and against accidental loss or destruction of, and damage to the Customer Data, according to the measures set forth on Appendix 2 of Attachment 1. Callidus’ obligations under this Section 4.1 will be satisfied by complying with terms of such Appendix 2 of Attachment 1 Callidus shall provide reasonable assistance as the Customer reasonably requests (taking into account the nature of processing and the information available to Callidus) to the Customer in relation to (i) the Customer’s obligations under Data Protection Legislation with respect to: data protection impact assessments (as such term is defined in the GDPR); (ii) notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Security Incident; and (iii) the Customer’s compliance with its obligations under the GDPR with respect to the security of processing . Customer agrees to pay Callidus’ charges for providing the assistance, at Callidus’ standard consultancy rates set out in the Agreement or as otherwise provided to the Customer.

4.2       Certifications.  Callidus uses external auditors to verify the adequacy of its security measures. This audit: (a) will be performed at least annually; (b) will be performed according to Service Organization Control (SOC) 2 Trust Services Principles or such other standards that are comparable to SSAE16 SOC industry standard; (c) will be performed by an independent third party at Callidus’s selection and expense.

4.3       Audit Procedure.  Callidus shall provide reasonable cooperation and assistance with Customer and/or its auditors to allow Customer to meet applicable requirements under the Data Protection Legislation. The Customer may exercise its right of audit under Data Protection Legislation, through Callidus providing:

  1. an audit report not older than 18 months by a registered and independent external auditor demonstrating that Callidus’ technical and organizational measures are sufficient and in accordance with an accepted industry audit standard such as ISO 27001 or SSAE 16 II SOC1  and SOC2); and
  2. additional information in Callidus’ possession or control to an EU supervisory authority when it requests or requires additional information in relation to the data processing activities carried out by Callidus under this DPA.

4.4.      Records.  Callidus shall, in accordance with Data Protection Legislation, make available to the Customer such information in Callidus’s possession or control as the Customer may reasonably request with a view to demonstrating Callidus’ compliance with the obligations of data processors under Data Protection Legislation in relation to its processing of Personal Data.

4.5       DeletionAs soon as reasonably practicable following, and in any event within ninety (90) days of, termination or expiry of the Agreement or completion of the Services, Callidus will delete the Customer  all Personal Data (including copies thereof) processed pursuant to this DPA.

5. BREACH NOTIFICATION

Callidus maintains security incident response policies and procedures and shall, to the extent permitted by law, (a) promptly, and without undue delay upon becoming aware, notify the Customer of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by Callidus, (a “Security Incident”) and taking into account the nature of processing and the information available to Callidus at the time it became aware of the Security Incident ; (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident and (c) provide commercially reasonable cooperation and assistance during such investigation to remediate such occurrence.

6. CALLIDUS PERSONNEL

6.1      Callidus shall ensure its personnel involved in the processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training regarding their responsibilities, and have executed written confidentiality agreements.

6.2      Callidus shall ensure that access to Personal Data is limited to personnel involved in the performance of the Services.

6.3      Callidus shall take commercially reasonable steps to ensure the reliability of any Callidus personnel engaged in the Processing of Personal Data.

6.4      Callidus has appointed a data protection officer and governance team that can be reached at legal-privacy@calliduscloud.com.

7. SUB-PROCESSORS

7.1       Subcontracting.  Customer grants a general authorization to (a) Callidus to appoint other members of Callidus Group as sub-processors and (b) Callidus and other members of the Callidus Group to appoint third party data centre operators and outsourced support and service providers to fulfill its contractual obligations under this DPA.

7.2       Sub-processor Obligations.  Callidus will ensure that any sub-processor it engages to provide the Services on its behalf in connection with the Agreement. restricts the sub-processor’s access to Customer Data only to the extent necessary to provide the Service and not for any other purpose; and (ii) enters into a written contract which imposes on such sub-processor appropriate contractual obligations upon the sub-processor, including relevant contractual obligations regarding confidentiality, data protection, data security, and audit rights – such terms shall substantially be no less protective of Personal Data than those imposed on Callidus in this DPA; and (iii) Callidus remains responsible for its compliance with the DPA and for any acts or omissions of the sub-processor that cause Callidus to breach any of Callidus’s obligations under this DPA.

7.3       Objection to New Sub-Processors.
Callidus will maintain a list of sub-processors and will add the names of new and replacement sub-processors to the list prior to them starting sub-processing of Personal Data. If the Customer has a reasonable objection to any new or replacement sub-processor, it shall notify Callidus of such objections in writing within ten (10) days of the notification and the parties will seek to resolve the matter in good faith. If Callidus is able to provide the Services to the Customer in accordance with the Agreement without using the sub-processor and decides in its discretion to do so, then the Customer will have no further rights under this Section 7.3 in respect of the proposed use of the sub-processor. If Callidus requires to use the sub-processor and is unable to satisfy the Customer as to the suitability of the sub-processor or the documentation and protections in place between Callidus and the sub-processor within sixty (60) days from the Customer’s notification of objections, the Customer may within thirty (30) days of the end of the sixty-day period referred to above terminate the Agreement only in relation to the Services to which the proposed new sub-processor’s processing of Personal Data relates or would relate by providing written notice to Callidus having effect thirty (30) days after receipt by Callidus.

8. DATA SUBJECT REQUESTS; DELETION

Where required under Data Protection Legislation, Callidus shall promptly notify the Customer if it receives a request from a Data Subject to access, rectify or erase that person’s Personal Data or if a Data subject objects to the processing of, or makes a data portability request in respect of, such Personal Data (“together Data Subject Request”). Callidus shall provide commercially reasonable efforts to assist the Customer so that the Customer can respond to a Data Subject Request, provided that Customer has instructed Callidus to do so. Callidus will not independently respond to requests from Customer’s end users without Customer’s prior written consent, except to confirm that the request relates to the Customer. To the extent Customer does not have the ability to address a Data Subject Request, Callidus shall upon the Customer’s request provide reasonable assistance to facilitate such Data Subject Request. Customer agrees to pay Callidus’ charges for providing such assistance, at Callidus’ standard consultancy rates set out in the Agreement or as otherwise provided by Callidus to Customer.

9. GENERAL

9.1       InterpretationExcept as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this DPA, this DPA shall apply so far as the subject matter concerns the processing of Personal Data.

9.2       Counterparts.  This DPA may be executed in two or more counterparts, each of which will be deemed an original and which taken together will be deemed to constitute the same document. The parties may sign this DPA by email or facsimile.

9.3       Severability.  If any provision of this DPA is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

9.4       Governing law and jurisdiction. This DPA is governed by the law of the Agreement.

ATTACHMENT 1 
Standard Contractual Clauses Agreement

EU-standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council, EU-Commission decision of 5 February 2010, 2010/87/EU.

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

The entity identified as “Customer” in the Addendum
(the data exporter)

And

Callidus Software Inc.
4140 Dublin Blvd
#400, Dublin, CA 94568, USA
(the data importer)
Tel. +1 (925) 251 2200;
e-mail: info@calliduscloud.com

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:

(a) ‘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;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘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;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor 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;

(e) ‘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;

(f) ‘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 sub-processor 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 sub-processor 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:

(a) 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;

(b) 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;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) 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;

(e) that it will ensure compliance with the security measures;

(f) 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;

(g) to forward any notification received from the data importer or any sub-processor 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;

(h) 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 sub-processing 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;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor 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

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5
Obligations of the data importer

The data importer agrees and warrants:

(a) 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;

(b) 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;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) 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;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) 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;

(f) 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;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, 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;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor 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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processor agrees that the data subject may issue a claim against the data sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7
Mediation and jurisdiction

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 sub-processor, 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 sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, 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
Sub-processing

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 sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor 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 sub-processor’s obligations under such agreement.

2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub-processing 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 sub-processing 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 sub-processor 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 sub-processor 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 Clauses and must be completed and signed 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.

Data Exporter
The data exporter is the entity identifed as “Customer” in the Addendum.

Data Importer

The data importer is Callidus Software Inc. (“Callidus”)

Callidus is a provider of enterprise software and offers Software as a Service (SaaS) solutions, especially in the field of sales effectiveness and sales performance management. Callidus also offers on premise software solutions as well as consulting services and technical support in relation to all its products and services.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Due to the nature as an SaaS solutions the extent and scope of personal data transferred is determined and controlled by the data exporter in its sole discretion. Personal data may include, but is not limited to the following categories of data subjects (only applicable if the respective are natural persons):

  • Employees, agents, advisors and freelancers of the data exporter;
  • Applicants, prospective customers, customers, vendors and other business relations of data exporter and/or their respective employees, agents, advisors and freelancers;
  • participants of surveys;
  • data of other data subjects if the data exporter chooses to enter such data into the SaaS product.

Categories of data

The personal data transferred concern the following categories of data (please specify):

Due to the nature as an SaaS solutions the extent and scope of personal data transferred is determined and controlled by the data exporter in its sole discretion. Personal data may include, but is not limited to the following categories of data (only applicable if the respective are natural persons):

  • First and last name,
  • Contact information (including postal address, email, phone, fax)
  • Company and/or employer
  • Title and/or position
  • Compensation and salary details
  • additional data as entered by choice of data exporter.

Categories of personal data processed may also differ for different products and services used by the data exporter. The specific services and products used by the data exporter can be derived from the Schedules to the Agreement.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Due to the nature as an SaaS solutions the extent and scope of personal data transferred is determined and controlled by the data exporter in its sole discretion. Personal data may therefore also include special categories of data if the data exporter so chooses.

Processing operations

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

Provision of Services to Customer in accordance with the Agreement.

Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed 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):

1. Access control to premises and facilities

Measures to prevent unauthorized persons from gaining access to data processing systems for processing or using personal data:

Data is hosted in Tier 4 data centre (certified SSAE 16 SOC 1 and SOC 2) which is highly secured, including access by valid badge access card or identification by security personnel, physical logs of access to facilities, escort for visitors, physical key locks for respective storage space, access to facility by badge reader and PIN, surveillance cameras, 24 hours monitoring by security personnel.

2. Access control to systems

Measures to prevent data processing systems from being used without authorization:

  • Access is role based. Only SaaS Operation and production support team have access to the production environment.
  • All individuals having access to the production environment are authorized and approved by appropriate persons.

Additionally only for the product Commission Service:

  • Two factor authentication is implemented. (RSA token + Pin) to access production environment
  • RSA token access is reviewed in quarterly basis by Senior VP of SaaS operations.

3. Access control to data

Measures to ensure that persons authorized to use a data processing system have access only to those data they are authorized to access, and that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording:

  • Access is role based. Only SaaS Operation and production support team have access to the production environment.
  • All individuals having access to the production environment are authorized and approved by appropriate persons.
  • Incident management policy is implemented. Root cause analysis is done on any reported incidents and appropriate actions are taken to remediate the incident.

Additionally only for the product Commission Service:

  • Two factor authentications is implemented. (RSA token + Pin) to access production environment
  • RSA token access is reviewed in quarterly basis by Senior VP of SaaS operations.

4. Disclosure control

Measures to ensure that personal data cannot be read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media, and that it is possible to ascertain and check which bodies are to be transferred personal data using data transmission facilities:

Only for the product Commission Service:

Data is encrypted at all stages – In transit, Storage and at rest.

5. Input control

Measures to ensure that it is possible after the fact to check and ascertain whether personal data have been entered into, altered or removed from data processing systems and if so, by whom:

Logging is activated and all data actions are logged.

6. Job control.
Measures to ensure that personal data processed on behalf of others are processed strictly in compliance with the controller’s instructions:

All data processed by data importer are in strict compliance with the contract and agreement signed with the customers.

7. Availability control
Measures to ensure that personal data are protected against accidental destruction or loss:

Regular backups and data replication between data centers are done in periodic manner to safeguard the data. Furthermore, BCP/DR plan is implemented to recover and restore the data during any kind of disaster.

8. Separation control
Measures to ensure that data collected for different purposes can be processed separately:

In multi-tenant environment, each customer’s data are logically segregated/separated. For the product Commission Service this is accomplished using Oracle VPD technology.

ATTACHMENT 2 to the DATA PROCESSING ADDENDUM
Details of the Personal Data and processing activities

(a)  The personal data comprises: the electronic data submitted by Customer to the On-Demand Services. Personal data may include, but is not limited to the following categories of data (only applicable if the respective are natural persons):

  • First and last name,
  • Contact information (including postal address, email, phone, fax)
  • Company and/or employer
  • Title and/or position
  • Compensation and salary details
  • additional data as entered by choice of data exporter.

(b)  The duration of the processing will be: until the earliest of (i) expiry/termination of the Agreement or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under the Agreement (to the extent applicable), unless otherwise Agreed in writing;

(c)  The processing will comprise: the activities set out under the Services ordered section of the order form (sometimes termed Schedule) to the Agreement;

(d)  The purpose(s) of the processing is/ are as necessary for the provision of the Services.