data protection addendum

This Data Protection Addendum (the “Terms”) supplements the Partner Program Agreement entered into between Partner and Fuze in relation to Partner’s referral, resale, delivery and/or integration with approved Fuze services (the “Agreement”). Fuze and Partner shall be referred to each individually as a “Party” and, collectively, as the “Parties” to these Terms. In addition, references to “processor” and “controller” shall have the meaning assigned to them in Annex I of these Terms.

SECTION I

Clause 1

Purpose and scope

  1. The purpose of these Standard Contractual Clauses (the Clauses) is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
  2. The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29 (3) and (4) Regulation (EU) 2018/1725.
  3. These Clauses apply to the processing of personal data as specified in Annex II.
  4. Annexes I to IV are an integral part of the Clauses.
  5. These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  6. These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.

Clause 2

Invariability of the Clauses

  1. The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
  2. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.

Clause 3

Interpretation

  1. Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.
  3. These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 5

Docking clause

  1. Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.
  2. Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.
  3. The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 6

Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.

Clause 7

Obligations of the Parties

7.1. Instructions
  1. The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
  2. (b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions.
7.2. Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

7.3. Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex II.

7.4. Security of processing
  1. The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.
  2. The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.5. Sensitive data

If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

7.6 Documentation and compliance
  1. The Parties shall be able to demonstrate compliance with these Clauses.
  2. The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
  3. The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance, such audits to be conducted no more frequently than once in any rolling twelve (12) month period. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor. To request an audit, Company must submit a detailed proposed audit plan to Fuze at least two weeks in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Fuze will review the proposed audit plan and provide Company with any concerns or questions (for example, any request for information that could compromise Fuze security, privacy, employment or other relevant policies). Fuze will work cooperatively with Company to agree on a final audit plan. Nothing in this Section 6 shall require Fuze to breach any duties of confidentiality.
  4. The controller may choose to conduct the audit by itself or mandate, at its expense, an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable written notice and subject to third-party confidentiality obligations. If a third party is to conduct the audit, processor may object to the auditor if the auditor is, in processor’s reasonable opinion, not suitably qualified or independent, a competitor of processor, or otherwise manifestly unsuitable. Such objection by processor will require controller to appoint another auditor or conduct the audit itself. If the requested audit scope is addressed in an SSAE 16/ISAE 3402 Type 2, ISO, NIST or similar audit report performed by a qualified third party auditor within twelve (12) months of Company’s audit request and Fuze confirms there are no known material changes in the controls audited, Company agrees to accept those findings in lieu of requesting an audit of the controls covered by the report.
  5. The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request. Company will promptly notify Fuze of any non-compliance discovered during the course of an audit and provide Fuze any audit reports generated in connection with any audit under this Section 6, unless prohibited by applicable data protection laws or otherwise instructed by a supervisory authority. Company may use the audit reports only for the purposes of meeting Company’s regulatory audit requirements and/or confirming compliance with the requirements of these Terms. The audit reports are Confidential Information of the Parties under the terms of the Agreement.
  6. Audits under this Section 7.6 will be reasonable in scope, will occur at mutually agreeable times, and will not interfere with Fuze’s business operations.
7.7. Use of sub-processors
  1. The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. A list of current (sub)processors is available at https://www.fuze.com/fuze-platform-subprocessor-list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object. In the event that Company has reasonable objections to the engagement of a new (sub)processor, it will notify Fuze in writing of such objections within ten (10) business days of Fuze's notification. If Company's objections are reasonable, Fuze shall make reasonable endeavors to resolve such objections. If Fuze is unable to resolve such objections within a reasonable time frame, Company may, as its sole and exclusive remedy, terminate the Agreement by providing written notice to Fuze.
  2. Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  3. At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
  4. The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
  5. The processor shall agree a third party beneficiary clause with the sub-processor whereby - in the event the processor has factually disappeared, ceased to exist in law or has become insolvent - the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
7.8. International transfers
  1. Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
  2. The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.

Clause 8

Assistance to the controller

  1. The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
  2. The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions
  3. In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
    1. the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
    2. the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
    3. the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
    4. the obligations in Article 32 Regulation (EU) 2016/679.
  4. The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.

Clause 9

Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 Regulation (EU) 2016/679 or under Articles 34 and 35 Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.

Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

  1. in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
  2. in obtaining the following information which, pursuant to Article 33(3) Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
    1. the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
    2. the likely consequences of the personal data breach;
    3. the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  3. in complying, pursuant to Article 34 Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.
9.2 Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

  1. a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
  2. the details of a contact point where more information concerning the personal data breach can be obtained;
  3. its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.

SECTION III – FINAL PROVISIONS

Clause 10

Non-compliance with the Clauses and termination

  1. Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
  2. The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
    1. the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
    2. the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
    3. the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
  3. The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions.
  4. Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.

Clause 11

Limitation of liability

The total combined liability of either Party and its affiliates towards the other Party and its affiliates, whether in contract, tort or any other theory of liability, under or in connection with the Agreement, including these Terms, will be limited to limitations on liability and the greater of (a) any liability caps agreed to by the Parties in the Agreement or (b) USD 500,000; provided that nothing in this Section 11 will affect any Party’s liability to data subjects under any applicable third party beneficiary provisions to the extent limitation of such rights is prohibited by applicable data protection laws.

ANNEX I - LIST OF PARTIES

Controller(s): The party identified as “Partner” in the Agreement and its affiliates.

Processor(s): The party identified as “Fuze” in the Agreement.

ANNEX II - DESCRIPTION OF THE PROCESSING

Categories of data subjects whose personal data is processed

Fuze will process and transfer personal data of Partner’s contact persons and Partner end users who are using Fuze’s Services.

Categories of personal data processed

  1. With regard to Partner’s contact persons, categories may include: name, title, gender and business contact details (business address, telephone number, email address, etc.);
  2. With regard to Partner end users using the Services, depending on the characteristics of the specific Services provided and to the extent relating to an identified or identifiable natural person, categories may include:
    1. Names, gender, department, business contact details (email, phone, mobile, fax), primary office location and other contact details to the extent provided by the Partner end user;
    2. Account name, user names and other login details;
    3. Call detail records and other communication details related to outbound and inbound communication (telephone numbers, IP addresses and other communication identifiers, date, time and duration of the communication and other data generally processed for the provision of communication services);
    4. uploaded files, messages and notes;
    5. Voicemail and call recordings; and
    6. Video recordings, and Conference attendee details (names, phone number and email address when provided, IP address of attendee computer).

Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Not applicable

Nature of the processing

The personal data is processed and transferred in the context of Partner activities under the Agreement and the provision of contracted Services to Partner's end users by Fuze and its affiliates. Depending on the characteristics of the activities and/or specific Services provided, processing operations may consist in:

  1. data storage and processing in Fuze’s data centers, related to the provision of the Services;
  2. hosting secured internet portals for presentation of Service related information;
  3. creating invoices and related billing information;
  4. providing technical support; and
  5. other processing operations as will generally be performed in the process of providing Unified Communications as a Service

Purpose(s) for which the personal data is processed on behalf of the controller

For the purposes of Partner activities under the Agreement and delivering the Services to Partner end users.

Duration of the processing

Fuze shall stop processing and transferring personal data after the end of the Agreement within a reasonable period to implement this termination of processing and transferring.

For processing by (sub-) processors, also specify subject matter, nature and duration of the processing

See list of Fuze sub-processors here: https://www.fuze.com/fuze-platform-subprocessor-list

In each case, the duration of the sub-processing will align with Fuze’s duration of processing, as a set out above.

ANNEX III - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Fuze operates a Comprehensive Information Security Program (“CISP”). with particular measures in place for business continuity and contingency plans, configuration standards, data back-up procedures, avoidance of viruses and hackers, access control to systems and personal data breach reporting. Control objectives for each of these areas are supported by specific, documented policies and procedures which are monitored and regularly tested to ensure ongoing effectiveness.

Fuze’s strategic business plan and risk management framework provide the context for internal IT and IT security governance and management by identifying, assessing, evaluating, and controlling information related risks through the establishment and maintenance of the CISP. The CISP is subject to continuous, systematic review and improvement by a Security Council of cross-functional leadership which meets quarterly to review organizational priorities along with any information that may impact the goals of the company. The platform operational components are certified against ISAE3042, SOC2 and ISO27001 and other standards through annual attestation conducted by external audit professionals.

Under the CISP, Fuze implements the technical and organizational security measures indicated below.

  • Fuze employs various methods to protect data during transmission and storage given aspects of the disclosure of personal data must be controlled (electronic transfer, data transport, transmission control, etc.). Fuze has implemented measures regarding transport, transmission and communication or storage of data-on-data media (manual or electronic) and for subsequent checking, including encryption/tunneling, logging and transport security. Data specifically used for platform analytics is pseudonymised.
  • In the event of a physical or technical incident, Fuze has put measures in place to ensure the ability to restore availability and provide access to personal data in a timely manner. Data must be protected against accidental destruction or loss. Fuze has implemented controls to ensure data security and availability, including live data centre configuration, backup procedures, uninterruptible power supply, remote storage, data replication, storage across multiple sites, antivirus/firewall systems and a disaster recovery plan.
  • Controls for user identification, authorization and accountability are achieved through access control to systems and data with associated monitoring and logging.
  • Unauthorized access to IT systems must be prevented. Fuze has implemented technical and organizational measures for user identification and authentication, including password procedures (e.g. special characters, minimum length, change of password), automatic blocking (e.g. password or timeout), creation of one master record per user and encryption of data in transit.
  • Activities in IT systems not covered by the allocated access rights must be prevented. Fuze has implemented requirements-driven definitions of authorization schemes and access rights, and monitoring and logging of accesses, including differentiated access rights (profiles, roles, transactions and objects) and reporting.
  • At locations where personal data is processed, Fuze has implemented technical and organizational measures to control access to premises and facilities (physical access), and in particular to check authorization, including access control systems (identification reader, magnetic card, chip card), (issuance of) keys, door locking (electric door openers, etc.), security staff, and surveillance facilities (alarm system, video/CCTV monitor).
  • Measures for ensuring data quality are achieved through input control and segregation control.
  • Full documentation of data management and maintenance must be maintained. Fuze has implemented data quality measures for checking whether data has been entered, changed or removed (deleted), and by whom, including logging and reporting systems.
  • Data collected for different purposes must also be processed separately. Fuze has implemented measures to provide for separate processing (storage, amendment, deletion, transmission) of data for different purposes, including measures to ensure company data is logically segregated on a per company basis.
  • Fuze has taken measures to ensure that data processing is carried out in accordance with the data exporter's instructions. Fuze provides Partners (the data controller) with self-service tools and APIs to effectively manage their own data. Fuze also has procedures in place to respond to data controller requests for assistance.
  • All technology partners are assessed by Fuze and are only approved for integration if their security compliance level is equal to or greater than that of Fuze. The list of Fuze data sub-processors can be viewed at: https://www.fuze.com/fuze-platform-subprocessor-list. Fuze Partners are notified 30 days in advance of additions to the sub-processor list and are ultimately given the ability to terminate the Agreement if they are not willing to accept the use of specific sub-processors.
  • Fuze complies with data minimization measures by only processing Partner data in the form in which it is provided and to the extent necessary to deliver its services.
  • Fuze retains Partner end user personal information for as long as necessary to (a) provide its services; (b) comply with legal obligations; (c) resolve disputes; and (d) enforce the terms of the Agreement. Some data retention periods are entirely controlled by Partner while others have fixed retention based on requirements (a), (b), (c) and (d) above.

Download the PDF version of this page: PDF