Data Processing Addendum

 

1. Application of this Addendum  

1.1. This Data Processing Addendum, including its Schedules (Addendum) forms part of the  Agreement (as defined in our Master Subscription Agreement at ambit.ai/legal (MSA)) between  us and you and sets out the parties’ agreement in relation to the processing of Chatter Personal  Information (as defined in the MSA) in accordance with Applicable Data Protection Laws.  

1.2. We are located in New Zealand, which the European Commission has determined provides  adequate protection for the purposes of Article 45 of the GDPR and which has also been  deemed to provide adequate protection for the purposes of the equivalent laws of the United  Kingdom. However, to provide you with additional assurance as to our data protection  commitments, this Addendum also includes Standard Contractual Clauses (as defined below),  which are pre-signed by us. If our Processing of Personal Data is subject to EU/UK Data  Protection Laws and you would like to opt in to the Standard Contractual Clauses, please  complete the necessary details, countersign the Standard Contractual Clauses, and return a  counter-signed copy to us at legal@ambitai.com.  

1.3. Except as varied in this Addendum (including the Standard Contractual Clauses, if  applicable) all terms and conditions set out in the Agreement continue to apply.  

 

2. Interpretation  

2.1. Unless the context requires otherwise:  

2.1.1. capitalised terms used, but not defined, in this Addendum will have the meanings given  to them in the Applicable Data Protection Laws (or, if not defined in the Applicable Data  Protection Laws, the MSA);  

2.1.2. the rules of interpretation set out in the MSA apply to this Addendum; and  2.1.3. references to clauses are references to the clauses in this Addendum.  

2.2. In this Addendum:  

Applicable Data Protection Laws means any applicable data protection or privacy laws of any  country, including, if applicable, EU/UK Data Protection Laws and the NZ Privacy Act

Data Subject has the meaning given in EU/UK Data Protection Laws and includes an individual  as defined in the NZ Privacy Act and any other identified or identifiable natural person to whom  any information relates.  

EU/UK Data Protection Laws means all laws and regulations, including laws and regulations of  the European Union, its member states and the United Kingdom, that apply to the Processing of  Data under the Agreement, including (where applicable) the GDPR and the equivalent laws of  the United Kingdom  

Instruction means the instructions set out in clause 3.4 or agreed under clause 3.5  NZ Privacy Act means the New Zealand Privacy Act 2020  

Personal Data means all Chatter Personal Information which is personal data, personally  identifiable information or personal information under Applicable Data Protection Laws (as  applicable under those laws)  

Processing means any operation or set of operations which is performed upon Personal Data,  whether or not by automated means, such as collection, recording, organisation, storage,  adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination  or otherwise making available, alignment or combination, blocking, erasure or destruction.  Process has a consistent meaning  

Standard Contractual Clauses means the standard contractual clauses set out in Schedule 3, as  may be amended under clause 12.1  

Sub-Processor means any person appointed by us or on our behalf to Process Personal Data on  your behalf in connection with the Agreement.  

2.3. If there is any conflict between any of the following, they will have precedence in the  descending order of priority set out below:  

2.3.1. the Standard Contractual Clauses;  

2.3.2. this Addendum; and  

2.3.3. the remainder of the Agreement.  

 

3. Processing of Personal Data

3.1. With respect to the Processing of Personal Data under the Agreement:  

3.1.1. for the purposes of EU/UK Data Protection Laws:

3.1.1.1. you act as the Data Controller; and  

3.1.1.2. we act as the Data Processor;  

3.1.2. we are acting as your agent for the purposes of the NZ Privacy Act; and  

3.1.3. subject to clause 6, we may engage the Sub-Processors listed in Schedule 2.  

3.2. We will comply with all Applicable Data Protection Laws that apply to our Processing of  Personal Data on your behalf, including, if applicable, all EU/UK Data Protection Laws that apply  to Data Processors.  

3.3. You must, when using the Services, comply with all Applicable Data Protection Laws that  apply to your Processing of Personal Data, including, if applicable, all EU/UK Data Protection  Laws that apply to Data Controllers.  

3.4. You instruct us to Process Personal Data and in particular, subject to clause 9 of the MSA  and clause 6, transfer Personal Data to any country or territory:  

3.4.1. as reasonably necessary to provide the Services in accordance with the Agreement;  

3.4.2. as initiated through the use of the Platform Services by you, your Personnel and other  end users you allow to use the Platform Services; and  

3.4.3. to comply with any further instruction from you (including by email or through our  support channels) that is consistent with the Agreement, including this Addendum.  

3.5. This Addendum and the remainder of the Agreement are your complete and final  instructions for the Processing of Personal Data as at the time this Addendum takes effect. Any  additional or alternate instructions must be agreed between us and you separately in writing.  

3.6. We will not Process Personal Data other than on your Instructions unless required by any  law to which we are subject, in which case we will to the extent permitted by applicable law  inform you of that legal requirement before we Process that Personal Data.  

3.7. As required by Article 28(3) of the GDPR (and, if applicable, equivalent requirements of  other Applicable Data Protection Laws), the nature and purpose of the Processing, the types of  Personal Data and categories of Data Subjects Processed under this Addendum are set out in  Schedule 1. We may amend Schedule 1 from time to time on written notice to you as we  reasonably consider necessary to meet the requirements of Applicable Data Protection Laws  (including, if applicable, the GDPR).  

3.8. The duration of Processing is limited to the duration of the Agreement plus a  decommissioning period of no more than 30 days following its expiry or termination (unless  otherwise agreed upon in writing). Our obligations in relation to Processing will continue until

the Personal Data has been properly deleted or returned to you in accordance with clause 11 of  this Addendum.  

3.9. You are solely responsible for ensuring that your Instructions comply with Applicable Data  Protection Laws. It is also your responsibility to enter into data processing agreements with  other relevant Data Controllers in order to allow us and our Sub-Processors to Process Personal  Data in accordance with this Addendum.  

3.10. If, in our reasonable opinion, an Instruction infringes Applicable Data Protection Laws, we  will notify you as soon as reasonably practicable. 

 

4. Data Subject Requests

4.1. To the extent permitted by law, we will notify you promptly if we receive a request from a  Data Subject to exercise the Data Subject’s rights under Applicable Data Protection Laws  relating to any Personal Data (Data Subject Request).  

4.2. Taking into account the nature of the Processing, we will assist you by implementing  appropriate technical and organisational measures, to the extent possible, to fulfil your  obligation to respond to a Data Subject Request under Applicable Data Protection Laws.  

4.3. To the extent you do not have the ability to address a Data Subject Request, we will, on  your written request, provide reasonable assistance in accordance with Applicable Data  Protection Laws to facilitate that Data Subject Request. You will reimburse us for the costs  arising from this assistance.  

4.4. We will not respond to a Data Subject Request except on your written request or if  required by applicable law.

 

5. Our Personnel  

We will:  

5.1. take reasonable steps to ensure the reliability of any of our Personnel engaged in the  Processing of Personal Data;  

5.2. ensure that access to Personal Data is limited to our Personnel who require that access as  strictly necessary for the purposes of exercising our rights and performing our obligations under  the Agreement;  

5.3. ensure that our Personnel engaged in Processing Personal Data are subject to  confidentiality undertakings or professional or statutory obligations of confidentiality; and

5.4. ensure that our Personnel engaged in Processing Personal Data are informed of the  confidential nature of the Personal Data and receive appropriate training on their  responsibilities.

 

6. Sub-Processors  

6.1. You acknowledge and agree that we may engage third party Sub-Processors in connection  with the provision of the Services.  

6.2. We have entered into (and will, for any new Sub-Processor, enter into) written agreements  with each Sub-Processor containing data protection obligations which offer at least the same  level of protection for Personal Data as set out in this Addendum and that meet the  requirements of Article 28(3) of the GDPR and/or equivalent requirements of other Applicable  Data Protection Laws, as applicable to the nature of the services provided by that Sub Processor.  

6.3. You may request copies of our written agreements with Sub-Processors (which may be  redacted to remove confidential information not relevant to this Addendum).  

6.4. A list of current Sub-Processors for the Services as at 1 July 2021 is set out in Schedule 2.  We may update the list of Sub-Processors from time to time and, subject to clause 6.5, we will  give at least 30 days’ written notice of any new Sub-Processor (Change Notice).  

6.5. We may engage Sub-Processors as needed to serve as an Emergency Replacement to  maintain and support the Services. Emergency Replacement means a sudden replacement of a  Sub-Processor where a change is outside our reasonable control. In this case, we will inform  you of the replacement Sub-Processor as soon as reasonably practicable.  

6.6. You may object to any new Sub-Processor on reasonable grounds by notifying us within 10  Business Days of receipt of a Change Notice. Your notice of objection to any new Sub-Processor  must explain the reasonable grounds for your objection. The parties must discuss your  concerns about the new Sub-Processor in good faith with a view to resolve the objection to the  use of the new Sub-Processor in a commercially reasonable manner. If it is not possible to  resolve the objection, and we do not revoke the Change Notice before the date the Change  Notice takes effect, you may, despite anything to the contrary in the Agreement, terminate the  Agreement without penalty on written notice. If you do not terminate the Agreement in  accordance with this clause, you are deemed to have agreed to the new Sub-Processor.  

6.7. We are liable for the acts and omissions of our Sub-Processors to the same extent we  would be liable if performing the services of each Sub-Processor directly under the terms of this  Addendum, except as otherwise set out in this Addendum.

 

7. Security  

We will maintain technical and organisational measures to protect the confidentiality, integrity  and security of Personal Data (including protection against unauthorised or unlawful Processing  and against accidental or unlawful destruction, loss or alteration or damage, unauthorised  disclosure of, or access to, Personal Data), and to manage data security incidents affecting  Personal Data, in accordance with Good Industry Practice and Appendix 2 of the Standard  Contractual Clauses.

 

8. Security breach management

8.1. We will comply with all applicable laws requiring notification to you of any accidental or  unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data  Processed by us or our Sub-Processors of which we become aware (Breach Incident).  

8.2. We will make reasonable efforts to identify the cause of that Breach Incident, notify you  within a timely manner to allow you to meet your obligations to report a Breach Incident,  cooperate with you in good faith and provide any assistance reasonably necessary for you to  comply with your obligations under Applicable Data Protection Laws with respect to a Breach  Incident, including any obligations you have under Applicable Data Protection Laws to report,  notify or investigate a Breach Incident, and take steps we consider necessary and reasonable to  remediate the cause of the Breach Incident, to the extent remediation is within our reasonable  control.  

 

9. Audit and compliance

Upon your written request, we will, at your cost, submit to your audits and inspections, and  provide you all information necessary, to demonstrate that both you and we are complying  with our respective obligations under Applicable Data Protection Laws (including our respective  obligations under Article 28 of the GDPR).

 

10. Data protection impact assessment  

Upon your written request, we will, at your cost, provide you with reasonable assistance  needed to fulfil your obligation under Applicable Data Protection Laws to carry out a data  protection impact assessment relating to your use of the Services, to the extent you do not  otherwise have access to the relevant information. 

 

11. Return and deletion of Personal Data

11.1. Subject to clauses 11.2 and 11.3, following expiry or termination of the Agreement we will  delete all Personal Data within 30 days.  

11.2. Subject to clause 11.3, you may submit a written request to us within 10 working days of  the expiry or termination of the Agreement requiring us, within 10 working days of your written  request, to:  

11.2.1. return a complete copy of all Personal Data by secure file transfer in a common format;  and  

11.2.2. delete all other copies of Personal Data Processed by us or any Sub-Processor.  

11.3. We, or each Sub-Processor, may retain Personal Data to the extent that it is required by  applicable laws, provided that we ensure the confidentiality of all such Personal Data and  ensure that such Data is only processed as necessary for the purposes required under  applicable laws requiring its Processing and for no other purpose.  

11.4. If we cannot delete all Personal Data due to technical reasons, we will inform you as soon  as reasonably practicable and will take reasonably necessary steps to:  

11.4.1. come as close as possible to a complete and permanent deletion of the Personal Data;  11.4.2. fully and effectively anonymise the remaining data; and  

11.4.3. make the remaining Personal Data which is not deleted or effectively anonymised  unavailable for future Processing.

 

12. Changes in data protection laws

12.1. We may on at least 30 days' written notice to you from time to time, make any variations  to this Addendum (including to the Standard Contractual Clauses), which we consider (acting  reasonably) are required as a result of any change in, or decision of a competent authority  under, Applicable Data Protection Laws, to allow transfers and Processing of Personal Data to  continue without breach of Applicable Data Protection Laws.  

12.2. If you object to any variation under clause 12.1 on reasonable grounds, you may, despite  anything to the contrary in the Agreement, terminate the Agreement without penalty on written notice, provided your notice of termination is received by us before the effective date of our notice. If you do not terminate the Agreement in accordance with this clause, you are deemed to have agreed to the variation.

 

13. Limitation of liability

The liability of each party to the other party under or in connection with this Addendum is  subject to the limitations and exclusions set out in the Agreement, and any reference in the  Agreement to the liability of a party means the aggregate liability of that party under the Agreement and this Addendum together. 

 

14. General  

If any provision of this Addendum is, or becomes unenforceable, illegal or invalid for any  reason, the relevant provision is deemed to be varied to the extent necessary to remedy the  unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this Addendum without affecting any other provisions of this  Addendum.  

 

Schedule 1 - Details of Processing  

Nature and Purpose of Processing  

We will Process Personal Data as necessary to provide the Services in accordance with the  Agreement, as further specified in our online documentation relating to the Services, and as  further instructed by you and your Personnel and other end users you allow to use the Services  through the use of the Services.  

 

Duration of Processing  

Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the  Agreement plus a decommissioning period of no more than 30 days following its expiry or  termination, unless otherwise agreed upon in writing.  

 

Categories of Data Subjects  

You and Chatters may submit Personal Data to the Services, the extent of which is determined  and controlled by you and Chatters, and which may include, but is not limited to, Personal Data  relating to the following categories of data subjects:  

- individuals who interact with a Conversational AI Instance provided using the Platform Services.

 

Type of Data  

You and Chatters may submit Personal Data to the Services, the extent of which is determined  and controlled by you and Chatters, and which may include, but is not limited to, the following  categories of personal data:  

A) Contact details including (but not limited to):  

- First, middle last names and initials of the Chatter or other individuals  
- Addresses including postal codes  
- Phone numbers  
- Email addresses  
- Social media handles and usernames  
- General account usernames  

B) Personal information including (but not limited to): 

- Date of birth  
- Gender  
- Disabilities  
- Medical and health information  
- Ethnicity  
- Family status  
- Information about members of the Chatters immediate family  

C) Identification numbers including (but not limited to):  

- IRD number  
- Passport number  
- Driver's license number  
- Insurance policy number  
- Policy or billing account numbers  

D) Subjective data to facilitate a conversation with the Chatter including (but not limited to):  - Information related to a request or query  


- Information about a previous interaction or conversation
- Information about a complaint

 

Schedule 2 - List of Sub-Processors as at 1 July 2021 

Sub-processor Server location Notes
Metabase California, USA  
Facebook California, USA (Used for specific clients only)
Zendesk California, USA (Used for specific clients only)
Amazon Web Services (AWS) Sydney, Australia  

 


Schedule 3 - 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.  

[Customer to complete the details below]  

Name of the data exporting organisation: ……………………………………………………………  Address: …………………………………………………………………………………………………  

Tel.: …………………; fax: …………………; e-mail: …………………………………………………  

Other information needed to identify the organisation  

……………………………………………………………………………………………………………  

(the data exporter)  

And  

Name of the data importing organisation: Ambit AI Limited  

Address: Walker Wayland Centre, Level 1, 53 Fort Street, Auckland 1010, New Zealand E-mail: legal@ambitai.com 

Other information needed to identify the organisation:  

a New Zealand company, company number 6262668  

(the data importer)  

each a party, together the parties 

have agreed the following Standard Contractual Clauses (Clauses) in order to provide 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 of this Schedule 3.  

 

Clause 1: Definitions  

For the purposes of the Clauses:  

1.1. 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;  

1.2. the data exporter means the controller who transfers the personal data;  

1.3. 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;  

1.4. 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; 

1.5. 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;  

1.6. 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

3.1. The data subject can enforce against the data exporter this Clause, Clause 4.2 to 4.9, Clause  5.1 to 5.5, and 5.7 to 5.10, Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses 9 to 12 as third party beneficiary.  

3.2. The data subject can enforce against the data importer this Clause, Clause 5.1 to 5.5 and  5.7, 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.

3.3. The data subject can enforce against the subprocessor this Clause, Clause 5.1 to 5.5 and  5.7, 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.  

3.4. 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:  

4.1. 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;  

4.2. 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;  

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

4.4. 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;  

4.5. that it will ensure compliance with the security measures;  

4.6. 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;

4.7. to forward any notification received from the data importer or any subprocessor pursuant  to Clause 5.2 and Clause 8.3 to the data protection supervisory authority if the data exporter  decides to continue the transfer or to lift the suspension;  

4.8. 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;  

4.9. 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  

4.10. that it will ensure compliance with Clause 4.1 to 4.9.

 

Clause 5: Obligations of the data importer  

The data importer agrees and warrants:  

5.1. 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;  

5.2. 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;  

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

5.4. that it will promptly notify the data exporter about:  

5.4.1. 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,  

5.4.2. any accidental or unauthorised access, and  

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

5.5. 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;  

5.6. 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;  

5.7. 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;  

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

5.9. that the processing services by the subprocessor will be carried out in accordance with  Clause 11;  

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

 

Clause 6: Liability  

6.1. 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.  

6.2. 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. 

6.3. If a data subject is not able to bring a claim against the data exporter or the data importer  referred to in paragraphs 6.1 and 6.2, 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  

7.1. 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:  

7.1.1. to refer the dispute to mediation, by an independent person or, where applicable, by the  supervisory authority;  

7.1.2. to refer the dispute to the courts in the Member State in which the data exporter is  established.  

7.2. 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  

8.1. 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.  

8.2. 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.  

8.3. 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 8.2. In such a case the data exporter shall  be entitled to take the measures foreseen in Clause 5.2.  

 

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  

11.1. 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. 

11.2. 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 6.1 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.

11.3. The provisions relating to data protection aspects for subprocessing of the contract  referred to in paragraph 11.1 shall be governed by the law of the Member State in which the  data exporter is established.  

11.4. The data exporter shall keep a list of subprocessing agreements concluded under the  Clauses and notified by the data importer pursuant to Clause 5.10, 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 

12.1. 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. 

12.2. 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 12.1.  

 

On behalf of the data exporter: 

[Customer to complete the details below]  

Name (written out in full): …………………………………………………………  

Position: …………………………………………………………  

Address: …………………………………………………………  

Other information necessary in order for the contract to be binding (if any):  

……………………………………………………………………………………………………………………  

Signature……………………………………….  

 

On behalf of the data importer:  

Name (written out in full): Timothy Warren  

Position: Chief Executive Officer  

Address: Walker Wayland Centre, Level 1, 53 Fort Street, Auckland 1010, New Zealand Other information necessary in order for the contract to be binding (if any):  

Signature:

 

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:  

[Customer to complete the details below]  

Name: ……………………………………………………………  

(please specify briefly your activities relevant to the transfer):  

………………………………………………………………………………………………………………………  

 

Data importer  

The data importer is:  

Ambit AI Limited, a New Zealand company, company number 6262668  

The data importer provides a platform through which individuals can have conversations with a  Conversational AI Instance. The language and conversational direction for conversations is  controlled by the data exporter.  

 

Data subjects  

The personal data transferred concern the following categories of data subjects:  As set out in Schedule 1 of the Data Processing Addendum to which these Clauses are attached. 

 

Categories of data  

As set out in Schedule 1 of the Data Processing Addendum to which these Clauses are attached. 

 

Special categories of data (if appropriate)  

The personal data transferred concern the following special categories of data:  

The parties do not contemplate that any special categories of data (which for the sake of clarity  is personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data for the purpose of uniquely  identifying a natural person, data concerning health or data concerning a natural person’s sex  life or sexual orientation) will be transferred. 

 

Processing operations  

The personal data transferred will be subject to the following basic processing activities:  

The data importer will process personal data to exercise its rights and perform its obligations  under the Agreement.  

 

DATA EXPORTER  

[Customer to complete the details below]  

Name: …………………………………………………………  

Signature ………………………………………………………….  

 

DATA IMPORTER  

Name: Timothy Warren, Chief Executive Officer  

Signature:

 

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 4d and 5c:  

[URL reference to be inserted prior to upload on Ambit’s website]  

DATA EXPORTER  

[Customer to complete the details below]  

Name: …………………………………………………………  

Signature ………………………………………………………….  

DATA IMPORTER  

Name: Timothy Warren, Chief Executive Officer  

Signature: