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 1. Aircall
 2. Data Processing Agreement (DPA)


DATA PROCESSING AGREEMENT (DPA)

 * 1. APPLICATION OF DATA PROTECTION LAWS AND THE TERMS
 * 2. PROCESSING OF PERSONAL DATA
 * 3. SECURITY OF PERSONAL DATA
 * 4. RIGHTS OF DATA SUBJECTS AND OTHER REGULATORY ACTIONS
 * 5. SUB-PROCESSORS
 * 6. TRANSFERS OF EU PERSONAL DATA
 * 7. DATA BREACHES
 * 8. AUDIT RIGHTS
 * 9. RETURN AND DELETION OF CUSTOMER’S DATA
 * 10. TERM AND AMENDMENTS
 * 12. GOVERNING LAW AND JURISDICTION
 * Exhibit A
 * Exhibit B
 * Exhibit C

This Data Processing Agreement was last updated on July 22, 2021. A record of
the previous version of the Data Processing Agreement can be found here.

This Data Processing Agreement, including its Exhibits and Appendices (“DPA”)
forms an addendum to the Master Subscription Agreement or the Terms of Use
between Aircall and Customer for the purchase of Services (the “Agreement”).

In the course of providing the Services to Customer pursuant to the Agreement,
Aircall may Process Personal Data on behalf of Customer. This DPA reflects the
parties’ agreement with regard to the Processing of Personal Data.

The Parties agree to comply with the following provisions with respect to any
Personal Data, each acting reasonably and in good faith.


DEFINITIONS

All capitalized terms not defined herein shall have the meaning ascribed to them
in the Agreement. In this DPA, the following capitalized terms used shall
further have the meanings given to them below:

The terms “Data Controller” and “Data Processor” shall have the meaning ascribed
by the GDPR. The terms “Data Subject”, “Personal Data” and “Process, Processing”
shall have the meaning ascribed by the GDPR, but shall only cover the scope of
personal data processing specified in Exhibit A of this DPA. However, in case
that the Applicable Data Protection Laws define these terms differently, the
definition set forth by the Applicable Data Protection Laws shall apply instead
of the definition ascribed by the GDPR.

“Applicable Data Protection Laws” means all data protection laws and regulations
applicable to the Processing of Personal Data under the Agreement and this DPA,
which may, depending on the circumstances, include the GDPR and/or HIPAA, as
defined below.

"HIPAA" means the United States’ Health Insurance Portability and Accountability
Act of 1996.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the
Council 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.

The terms "Business Associate Agreement", "Covered Entity" and "Protected Health
Information" shall have the meaning ascribed by HIPAA and shall be interpreted
in accordance with relevant regulations issued by the U.S. Department of Health
and Human Services.

”Standard Contractual Clauses” means the agreement executed if necessary
pursuant to the European Commission’s decision of 5 February 2010 on Standard
Contractual Clauses for the transfer of Personal Data to processors established
outside of the European Economic Area which do not ensure an adequate level of
data protection.

”Sub-processor” means any subcontractor engaged by Aircall to Process all or
part of the Personal Data for Aircall on behalf of the Customer.


1. APPLICATION OF DATA PROTECTION LAWS AND THE TERMS

1.1 Applicable Data Protection Laws Compliance. The Customer hereby represents
that this DPA complies, to its reasonable knowledge, with Applicable Data
Protection Laws and contains all provisions required by such laws.

1.2. Applicability of GDPR. The parties acknowledge that GDPR applies to the
Processing of Personal Data if and to the extent conditions set forth by Art. 3
of the GDPR are fulfilled. To the extent GDPR applies to the Processing of
Personal Data under this DPA, the Customer acts as a Data Controller and Aircall
acts as a Data Processor. The parties acknowledge that regardless of whether
GDPR applies to the Processing of Personal Data under this DPA, other data
protection laws may also apply to the Processing of Personal Data.

1.3. Applicability of HIPAA. The Customer understands and agrees that it must
separately enter into and execute a Business Associate Agreement (“BAA”) if (1)
Customer qualifies as a Covered Entity or Business Associate and (2) Customer
will make Protected Health Information available to Aircall in connection with
performing the Agreement, to the extent such Protected Health Information is
collected from patients in the United States and its territories and
possessions.

1.4. The terms. Except to the extent this DPA states otherwise, the terms of
this DPA will apply irrespective of whether the Processing of Personal Data
under this DPA is subject to GDPR and/or other data protection laws. Where the
parties have entered into a BAA, the BAA shall take precedence over this DPA
with respect to any Protected Health Information collected from patients in the
United States and its territories and possessions.


2. PROCESSING OF PERSONAL DATA

1.5. Customer’s Processing of Personal Data. Customer determines the purposes
and means of the Processing of Personal Data. Customer’s instructions for the
Processing of Personal Data shall comply with Applicable Data Protection Laws.

1.6. Customer’s liability. The Customer shall have sole responsibility for the
accuracy, quality, and legality of Personal Data provided by the Customer to
Aircall and the means by which Customer acquired such Personal Data. To the
extent GDPR applies to the Processing of Personal Data under this DPA, the
Customer, the Customer is, thus, liable complying with its obligations as Data
Controller under all applicable laws and regulations, including informing the
Data Subjects about the Processing of their Personal Data under this DPA,
obtaining their consent, if necessary, and ensuring that it has the authority to
use the Personal Data in accordance with the purposes defined herein.

1.7. Aircall’s Processing of Personal Data. Aircall shall only Process Personal
Data on behalf of and in accordance with Customer’s documented instructions.
Notwithstanding the above, Customer hereby explicitly acknowledges that Aircall
may process Personal data, as a separate Data Controller, for other processing
purposes in compliance with the Applicable Data Protection Laws, e.g. in case of
Aircall’s legitimate interest on such processing or when applicable laws require
such processing from Aircall. Aircall, as a Data Controller, remains responsible
for the processing of Personal Data described in the previous sentence; and this
DPA does not apply to such processing of the Personal Data. Aircall provides
more information about its processing of Personal Data in Aircall’s Privacy
Policy: https://aircall.io/privacy/. With respect to U.S. Aircall customers,
Aircall shall further restrict its Processing of Personal Data that qualifies as
customer proprietary network information within the meaning of 47 U.S.C. § 222
as may be required by law and implementing regulations issued by the Federal
Communications Commission.

1.8. Customer’s Instructions. Customer instructs Aircall to Process Personal
Data for the provision of Services, as specified in more detail in Exhibit A
hereof. The Parties agree that this DPA, the Agreement, relevant Order Form and
instructions provided via configuration tools incorporated in Aircall’s platform
constitute Customer’s complete and final instructions to Aircall for the
Processing of Personal Data. Any additional or alternate instructions must be
agreed upon separately in writing.

1.9. Obligations of Aircall. Aircall agrees, warrants and represents that it: a)
Ensures that persons authorized to Process the Personal Data have committed
themselves to confidentiality or are under an appropriate statutory obligation
of confidentiality; further, Aircall shall only allow access to the Personal
Data to such of the Aircall’s personnel who need access to the Personal Data in
order to allow Aircall to perform its obligations under the Agreement and/or
applicable Order Forms; b) Informs immediately the Customer if an instruction
infringes the Applicable Data Protection Laws; c) Takes all measures to ensure
the confidentiality of Personal Data and the security of Processing, as further
specified in Section 3 hereof; d) Assists the Data Controller in ensuring
compliance with the obligations relating to the security of the Personal Data
(as further specified in Section 3 hereof), Customer’s notification &
communication obligations in case of Data Breach (as further specified in
Section 7 hereof), conducting data protection impact assessments (or a similar
assessment as designated by the) and consulting the supervisory authority if
need be, taking into account the nature of Processing and the information
available to Aircall; and e) Makes available to the Customer on a reasonable
basis all information necessary to demonstrate compliance with the obligations
relating to Aircall as laid down in this DPA and Article 28 of the GDPR, if
applicable.


3. SECURITY OF PERSONAL DATA

3.1. Technical and Organizational Measures. Aircall shall, while taking into
account the state of the art, the cost of implementation and the nature, scope,
context and purposes of Processing as well as the risks of varying likelihood
and severity for rights and freedoms of Data Subjects resulting from the
Processing, implement appropriate technical and organizational measures listed
in Exhibit B.

3.2. Reviews and Updates. The technical and organizational measures shall be
reviewed and updated by Aircall where and when necessary. The Customer agrees
that Aircall may unilaterally update the Security Measures from time to time
provided that such updates do not result in a material reduction of the level of
protection of the Personal Data.

3.3. Information. Aircall will provide the Customer with more information about
securing, accessing and using Personal Data, anytime upon Customer's request.


4. RIGHTS OF DATA SUBJECTS AND OTHER REGULATORY ACTIONS

4.1. Data subjects’ right to information. It is the Customer's responsibility to
inform the Data Subjects with the information on the processing of their
Personal Data.

4.2. Exercise of data subjects’ rights. Aircall shall assist the Customer,
insofar as this is possible, for the fulfilment of its obligation to respond to
Data Subject Right requests concerning notably the right of access, to
rectification, erasure and to object, right to restriction of processing, right
to data portability, right not to be subject to an automated individual decision
(including profiling).

4.3. Regulatory Action. If Aircall receives notice (whether or not from the Data
Controller) of, any claim, complaint, request, direction, query, investigation,
proceeding or other action of any Data Subject, court, regulatory or supervisory
authority, or any body, organization or association in each case which relates
in any way to the Personal Data Processed by Aircall under this DPA
(collectively, “__Regulatory Action__”), then Aircall shall: a) Notify the
Customer via email sent to the email address associated with the Customer’s
Account with reasonable detail of the Regulatory Action, including copies of any
relevant correspondence so that the Customer can deal with the Regulatory
Action; b) Provide the Customer with reasonable cooperation and assistance by
appropriate technical and organizational measures with respect to any Regulatory
Action; and c) Not answer to a Regulatory Action, unless instructed otherwise by
the Customer in writing.


5. SUB-PROCESSORS

5.1. List of Sub-processors. Customer agrees that Aircall engages third-party
Sub-processors in connection with the provision of Aircall’s Services and that
the list of the Sub-processors currently engaged by Aircall is listed on
Aircall’s website: here. Therefore, by executing the DPA, Customer authorizes
Aircall to engage the Sub-processors mentioned in this list.

5.2. General authorization. By executing the DPA, the Customer further grants
Aircall with a general authorization to engage other Sub-processors, add or
replace the Sub-processors in the list. In case the list of Sub-processors is
modified by Aircall, Customer will be informed of any intended changes via email
address associated with the Customer’s Account. This information will clearly
indicate which processing activities are being subcontracted out, the name and
contact details of the sub-processor and the dates of the subcontract.

5.3. Objections. To the extent GDPR applies to the Processing of Personal Data
under this DPA, the Customer may reasonably object to such modification. In case
Customer does not send any objection to Aircall in writing within ten (10) days
from receiving the information, it will be deemed to have agreed to the new
Sub-processors. If Customer objects, the Parties agree to negotiate to find a
solution that will satisfy both Parties’ interests.

5.4. Same obligations. Where Aircall engages another Sub-processor, it shall do
so by way of a contract which imposes on the Sub-processor the same obligations
as the ones imposed on Aircall under this DPA. Aircall shall ensure that the
Sub-processor complies with the obligations to which the data processor is
subject pursuant to this DPA and Applicable Data Protection Laws.

5.5. Sub-processor agreements. To the extent GDPR applies to the Processing of
Personal Data under this DPA, Aircall shall provide, at the Controller’s
request, a copy of such a Sub-processor agreement and subsequent amendments to
the Customer.

5.6. Liability. To the extent GDPR applies to the Processing of Personal Data
under this DPA, Aircall shall be liable towards the Customer for the acts and
omissions of its Sub-processors to the same extent Aircall would be directly
liable if performing the Services of each Sub-processor directly under the terms
of this DPA.


6. TRANSFERS OF EU PERSONAL DATA

6.1. Locations of Processing. Aircall hereby represents that it will Process
Personal Data under this agreement exclusively in the country of Aircall’s
residence and the countries designated in the list of Aircall’s Sub-processors
maintained under Section 5.1 hereof.

6.2. Standard Contractual Clauses. The parties agree that the Standard
Contractual Clauses set out as Exhibit C will apply in respect of Personal Data
transferred from the European Economic Area (EEA) to a third country outside the
EEA during the Processing of Personal Data, either directly by Aircall or via
onward transfer to or by the Sub-processors, to any country or recipient: (i)
not recognized by the European Commission as providing an adequate level of
protection for personal data (as described in the GDPR), or (ii) not covered by
a suitable framework recognized by the relevant authorities or courts as
providing an adequate level of protection for personal data.

6.3. Conflict. In the event of any conflict or inconsistency between this DPA
and the Standard Contract Clauses in Exhibit C, the Clauses shall prevail.

6.4. Additional Measures. The parties agree that the following measures will
apply in case that Aircall receives a Regulatory Action consisting in a binding
order from any public authority of a third country described in Section 6.2
hereof for disclosure of Personal Data, whereby for these situations, this
Section 6.4 prevails over the procedure agreed by the parties in Section 4.3
hereof: a) Aircall shall: a. Inform the requesting public authority of the
incompatibility of the Regulatory Action with the safeguards contained in the
DPA and the resulting conflict of obligations for Aircall; b. Notify the
Customer simultaneously and as soon as possible; c. Review the legality of such
Regulatory Action, including whether it remains within the powers granted to the
requesting public authority; d. Challenge the Regulatory Action if, after a
careful assessment, Aircall concludes that there are grounds under the law of
the country of destination to do so; e. When challenging the Regulatory Action,
Aircall shall seek interim measures to suspend the effects of the order until
the court has decided on the merits; f. Not disclose the Personal Data requested
until required to do so under the applicable procedural rules; and g. Disclose
the minimum amount of information permissible when responding to the Regulatory
Action, based on a reasonable interpretation of the order; b) The Customer or
its independent third-party auditor may conduct audit or inspection of the data
processing facilities of Aircall, on-site and/or remotely, to verify if Personal
Data was disclosed and under which conditions; and c) Each party is entitled to
unilaterally terminate this DPA and the Agreement in good will with immediate
effect.


7. DATA BREACHES

7.1. Notification. Aircall will notify Customer of any data breach concerning
Personal Data, which is likely to result in a risk to the rights and freedoms of
the Data Subjects (“Data Breach”) promptly after detection of such Data Breach
by Aircall, no later than 24 hours after such detection. The notification shall
be carried out via email sent to the email address associated with the
Customer’s Account.

7.2. Provided information. Aircall undertakes to provide the Customer with all
reasonable cooperation and assistance, as well as all details of the Data Breach
required for the Customer to comply with its obligations under the Applicable
Data Protection Laws in relation to the Data Breach.


8. AUDIT RIGHTS

8.1. Customer audit right. Customer or its independent third party auditor
reasonably acceptable to Aircall (which shall not include any third party
auditors who are either a competitor of Aircall or not suitably qualified or
independent) may audit practices relevant to Personal Data Processing by
Aircall, if: a) The Customer has reasonable grounds, proved in advance to
Aircall, to believe that Aircall does not Process Personal Data in compliance
with this DPA or the Applicable Data Protection Laws or that a Data Breach has
occurred; or b) The audit is formally requested by Customer’s data protection
authority; or c) Applicable Data Protection Laws provide Customer with a direct
audit right.

8.2. Audit frequency. The Customer shall conduct the audit at maximum once in
any twelve month period, unless Applicable Data Protection Laws require more
frequent audits.

8.3. Notice. The Customer shall provide at least thirty days advance notice of
any audit unless mandatory Data Protection Law or a competent data protection
authority requires shorter notice. The frequency and scope of any audits shall
be mutually agreed between the parties acting reasonably and in good faith.

8.4. Cost of Audits. Each party shall bear its costs of audits hereunder.


9. RETURN AND DELETION OF CUSTOMER’S DATA

9.1. Return (export) right and deletion. Upon the termination of the Agreement,
Aircall will permit the Customer to export the Personal Data Processed under
this DPA, at its expense, in accordance with the capabilities of the Service,
within the period of thirty (30) days following such termination. Following such
period, Aircall will delete all Personal Data stored or Processed by Aircall
exclusively on behalf of the Customer and their copies, unless EU or Member
State law requires storage of the personal data. The Customer expressly consents
to such deletion.


10. TERM AND AMENDMENTS

10.1 Commencement and previous agreements. This DPA becomes effective the date
on which Customer accepted this DPA and replaces, as of the same date, any
previously applicable data processing terms governing the Processing of Personal
Data by Aircall on behalf of the Customer.

10.2. Duration. This DPA will remain into force as long as the Agreement.

10.3. Amendments. The customer explicitly acknowledges and agrees that this DPA
may be amended in the same way as agreed by the parties for amendments of the
Agreement, including Aircall's right to update the terms of the Agreement, any
of its policies and this DPA from time to time, subject to notice to Customer at
the email address associated with the Customer’s Account, as decided by Aircall
in its sole discretion.


11. LIABILITY

11.1. Aircall’s aggregate liability. Each party’s and all of its Affiliates’
liability, taken together in the aggregate, arising out of or related to this
DPA, and all DPAs between Affiliates and Aircall, whether in contract, tort
(including negligence) or under any other theory of liability, is subject to the
‘Limitation of Liability’ section of the Agreement (or the section of the
Agreement which addresses the exclusion and limitation of liability even if it
does not have that heading), and any reference in such section to the liability
of a party means the aggregate liability of that party and all of its Affiliates
under the Agreement and all DPAs together.

11.2. Liability towards Customer’s Affiliates. For the avoidance of doubt,
Aircall and its Affiliates’ total liability for all claims from Customer and all
of its Affiliates arising out of or related to the Agreement and all DPAs
whether in contract, tort (including negligence) or under any other theory of
liability shall apply in the aggregate for all claims under both the Agreement
and all DPAs established under the Agreement, including by Customer and all
Affiliates, and, in particular, shall not be understood to apply individually
and severally to Customer and/or to any Affiliate that is a contractual party
to, or otherwise entitled to claim under, any such DPA.


12. GOVERNING LAW AND JURISDICTION

12.1. Governing law. Without prejudice to mandatory application of Applicable
Data Protection Laws, and respecting their potential mandatory prevalence, this
DPA shall be governed by and construed in accordance with the laws of the
country or territory stipulated for this purpose in the Agreement and each of
the parties agrees to submit to the choice of jurisdiction as stipulated in the
Agreement in respect of any claim or matter arising under or related to this
DPA.

12.2. Dispute resolution. In order to resolve amicably any dispute that may
arise with respect to the interpretation, the performance and/or the termination
of this DPA, the parties agree to negotiate after the receipt of a notice by one
of the parties, with the intent to solve any dispute in an amicable way. Failing
for the parties to reach an amicable settlement by signing a settlement
agreement within thirty (30) days following the notification by a party of the
existence of the dispute and making an express reference to this provision, the
Parties shall submit their dispute to the relevant court that will have
jurisdiction to settle the dispute.


EXHIBIT A

__Description of the Processing __

Aircall is authorised to process, on behalf of the Customer, the necessary
personal data for providing Aircall product and related services.

The purposes of the Processing are:

 1. Provision of Aircall product and services – Processing activities include:

 * Operation of Aircall's infrastructure necessary for the processing of inbound
   and outbound calls and for secure and high-quality running of the platform.
 * Personal data are switched between PSNT and VoIP, stored on Aircall's
   backend, processed for visualization and personal setting and monitored for
   potential errors.
 * Analysing data on how the platform is used by agents to provide statistics on
   the dashboard.
 * Creation and maintenance of user accounts, coordination of allocation of
   phone numbers to users.
 * Call routing, (manual) analysis of state of calls (from logs) for quality
   assurance and fixing issues.
 * Analysing data pulled from API regarding crashes and bugs to assist resolving
   issues.

 2. Integration of Aircall product with other tools – Processing activity:

 * Sharing customer personal data with integration partners in case that the
   customer installs integration with the particular tool and authorizes the
   tool to access customer's data processed by Aircall and/or authorizes Aircall
   to access customer's data processed in the respective tool.
 * Personal data will be transferred from Aircall to the respective tool
   provider and vice versa. Aircall's processing of personal data on behalf of
   the customer is limited to the processing performed in the Aircall
   environment.

The nature of operations carried out on the Personal Data is:

 * Collection or recording of the Personal Data;
 * Hosting or conservation of the Personal Data;
 * Use of the Personal Data;
 * Communication of the Personal Data by transmission, diffusion or any other
   way; and
 * Deletion or destruction of the Personal Data.

Categories of Data Subjects

 * Employees, agents and representatives of Customer
 * Agents' contacts and other individuals involved in communication via Aircall
   Call/SMS recipients, caller, sender

Types of Personal Data

 * Customer's account data – Customer contact (representative) name, Customer
   contact (representative) email, Customer (company) Aircall ID, Customer
   (company) name, Customer (company) tax number, Customer (company) physical
   address, Customer (company) other data (contract details - pricing plan,
   additional terms, date & time of subscription, order form etc.;
 * Customer's contact data (from contact list) – Contact name, Contact tel.
   number, Contact owner, Contact picture;
 * Information about agent - Agent's ID, Agent's metrics (first call, first log
   in, last call, last log in, %missed calls, number of calls answered), Agent's
   IP address, Agent's role (user, admin), Agent's name, Agent's numbers,
   Agent's device information, Agent's availability status (history), Agent's
   location, Agent's contact book (retrieved from agent's device);
 * Call/SMS content – Call recordings, Voicemails, SMS; which may contain
   special categories of personal data;
 * Call/SMS metadata – Call transfers, Call time, date, Call recipient number,
   Caller number, Call recipient prefix, Call duration, Call answered/missed,
   SMS time, date, Sender number, Recipient number, Aircall company, line and
   agent involved;
 * Call data - other - Call notes, Call tags, Call insight cards;
 * Customer's scanned documents – Agent's ID scan, Agent's passport scan.


EXHIBIT B

Security Standards

As of the effective date of this DPA, Aircall, when Processing Personal Data on
behalf of the Customer implemented and maintains the following technical and
organizational security measures for the Processing of such Personal Data
(“__Security Standards__”):

1. Physical Access Controls: Aircall shall take reasonable measures to prevent
physical access, such as secured buildings and offices, to prevent unauthorized
persons from gaining access to Personal Data.

2. System Access Controls: Aircall shall take reasonable measures to prevent
Personal Data from being used without authorization. These controls shall vary
based on the nature of the Processing undertaken and may include, among other
controls, authentication via passwords and/or two-factors authentication,
documented authorization processes, documented change management processes
and/or, logging of access on several levels.

3. Data Access Controls: Aircall shall take reasonable measures to provide that
Personal Data is accessible and manageable only by properly authorized staff,
direct database query access is restricted and application access rights are
established and enforced to ensure that persons entitled to use a data
processing system only have access to the Personal Data to which they have the
privilege of access; and, that Personal Data cannot be read, copied, modified or
removed without authorization in the course of Processing.

4. Transmission Controls: Aircall shall take reasonable measures to ensure that
it is possible to check and establish to which entities the transfer of Personal
Data by means of data transmission facilities is envisaged so Service Data
cannot be read, copied, modified or removed without authorization during
electronic transmission or transport.

5. Input Controls: Aircall shall take reasonable measures to provide that it is
possible to check and establish whether and by whom Service Data has been
entered into data processing systems, modified or removed. Aircall shall take
reasonable measures to ensure that (i) the Personal Data source is under the
control of the Customer; and (ii) Personal Data is integrated into the Service
is managed by secured file transfer from the Customer.

6. Data Backup: Back-ups of the databases in the Service are taken on a regular
basis, are secured, and encrypted to ensure that Personal Data is protected
against accidental destruction or loss when hosted by Aircall.


EXHIBIT C

Standard contractual clauses

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 DPA

(the data exporter)

And

The entity identified as “Aircall” in the DPA

(the data importer)

each a “party”; together “the parties”,

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

Clause 1

Definitions

For the purposes of the Clauses:

(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 subprocessor' means any processor engaged by the data importer or by any
other subprocessor of the data importer who agrees to receive from the data
importer or from any other subprocessor of the data importer personal data
exclusively intended for processing activities to be carried out on behalf of
the data exporter after the transfer in accordance with his instructions, the
terms of the Clauses and the terms of the written subcontract;

(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 subprocessor this Clause, Clause
    5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12,
    in cases where both the data exporter and the data importer have factually
    disappeared or ceased to exist in law or have become insolvent, unless any
    successor entity has assumed the entire legal obligations of the data
    exporter by contract or by operation of law as a result of which it takes on
    the rights and obligations of the data exporter, in which case the data
    subject can enforce them against such entity. Such third-party liability of
    the subprocessor shall be limited to its own processing operations under the
    Clauses.

 4. The parties do not object to a data subject being represented by an
    association or other body if the data subject so expressly wishes and if
    permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(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
subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection
supervisory authority if the data exporter decides to continue the transfer or
to lift the suspension;

(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 subprocessing services which has
to be made in accordance with the Clauses, unless the Clauses or the contract
contain commercial information, in which case it may remove such commercial
information;

(i) that, in the event of subprocessing, the processing activity is carried out
in accordance with Clause 11 by a subprocessor providing at least the same level
of protection for the personal data and the rights of data subject as the data
importer under the Clauses; and

(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 subprocessing, unless the Clauses or contract contain
commercial information, in which case it may remove such commercial information,
with the exception of Appendix 2 which shall be replaced by a summary
description of the security measures in those cases where the data subject is
unable to obtain a copy from the data exporter;

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

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

(j) to send promptly a copy of any subprocessor agreement it concludes under the
Clauses to the data exporter.

Clause 6

Liability

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

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

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

Clause 7

Mediation and 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 subprocessor, which has the same
    scope and is subject to the same conditions as would apply to an audit of
    the data exporter under the applicable data protection law.

 3. The data importer shall promptly inform the data exporter about the
    existence of legislation applicable to it or any subprocessor preventing the
    conduct of an audit of the data importer, or any subprocessor, pursuant to
    paragraph 2. In such a case the data exporter shall be entitled to take the
    measures foreseen in Clause 5 (b). Clause 9

Governing Law

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

Clause 10

Variation of the contract

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

Clause 11

Subprocessing

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

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

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

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

Clause 12

Obligation after the termination of personal data processing services

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

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

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the 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 identified as “Customer” in the
DPA.

Data Importer The data exporter is the entity identified as “Aircall” in the
DPA.

Data Subjects The personal data transferred concern the categories of data
subjects identified in Exhibit A of the DPA.

Categories of Data The personal data transferred concern the categories of data
identified in Exhibit A of the DPA.

Processing Operations The personal data transferred concern the processing
operations identified in Exhibit A of the DPA.

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):

Data importer will maintain administrative, physical, and technical safeguards
for protection of the security, confidentiality and integrity of Personal Data
uploaded to the Aircall Services, as described in Exhibit B of the DPA.

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