DATA PROCESSING ADDENDUM

1 APPLICATION OF THIS ADDENDUM

1.1 Subject to clause 1.3, this Data Processing Addendum (​Addendum​) applies if the Processing
(as defined below) of Customer Data (as defined in our Terms of Use at
https://support.spidertracks.com/hc/en-us/articles/200497280-Terms-and-Conditions​ (​Terms​))
is governed by the GDPR (as defined below).

1.2 If this Addendum applies, this Addendum forms part of the Terms between us and you (as
defined in the Terms) and sets out the parties’ agreement in relation to the processing of
Customer Data in accordance with the requirements of European Union data protection laws
and regulations.

1.3 We are located in New Zealand, which the European Commission has determined adequate
protection within the meaning of Article 45 of the GDPR. 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 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
[email protected]​.

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

2 INTERPRETATION

2.1 Unless the context requires otherwise:

a capitalised terms used, but not defined, in this Addendum will have the meanings given
to them in the GDPR (or, if not defined in the GDPR, the Terms);

b the rules of interpretation set out in the Terms apply to this Addendum; and

c references to ​clauses​ are references to the clauses in this Addendum.

2.2 In this Addendum:

Applicable Data Protection Laws ​means EU Data Protection Laws and any applicable data protection
or privacy laws of any other country

EEA ​means the European Economic Area

EU Data Protection Laws ​means all laws and regulations, including laws and regulations of the
European Union, the EEA and their member states and (if the United Kingdom ceases to be a
member state) the United Kingdom, that apply to the Processing of Data under the Terms,
including (where applicable) the GDPR

GDPR ​means the European Union General Data Protection Regulation 2016/679

​ eans the instructions set out in clause 3.3 or agreed under clause 3.4
Instruction m

Personal Data ​means all Customer Data 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 Terms

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:

a the Standard Contractual Clauses;

b this Addendum; and

c the Terms.

3 PROCESSING OF PERSONAL DATA

3.1 With respect to the Processing of Personal Data under the Terms:

a you act as the Data Controller;

b we act as the Data Processor; and

c 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 all EU Data Protection Laws that apply to Data
Processors.

3.3 You must, when using the Service (as defined in the Terms), comply with all Applicable Data
Protection Laws that apply to your Processing of Personal Data, including all EU Data
Protection Laws that apply to Data Controllers.

3.4 You instruct us​ ​to Process Personal Data and in particular, subject to clause 6, transfer
Personal Data to any country or territory:

a as reasonably necessary to provide the Service in accordance with the Terms;

b as initiated through the use of the Service by you, your Personnel and other end users
you allow to use the Service; and

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

3.5 This Addendum and the Terms 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 the GDPR (and applicable
equivalent requirements of other Applicable Data Protection Laws).

3.8 The duration of Processing is limited to the duration of the Terms. 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.

4.5 For Data Subjects in the EU:

We appointed GDPR-Rep.eu as representative according to Art 27 GDPR. If you want to make

use of your GDPR data privacy rights, please visit: ​https://gdpr-rep.eu/q/18309548

Contact GDPR-Rep.eu

GDPR-Rep.eu
iuro | Dr. Andreas Mätzler
Attorney at Law
c/o Spidertracks
Schellinggasse 3/10
1010 Vienna, Austria
Email: ​[email protected]
Website: ​https://www.gdpr-rep.eu

Please add the following subject to all correspondence: GDPR-REP ID: 18309548
5 OUR PERSONNEL

5.1 We will:

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

b 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 Terms;

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

d 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.

5.2 Our data protection team can be contacted at ​[email protected]​.

6 SUBPROCESSESORS

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

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, 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 22/6/18 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.

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 If you object to any new Sub-Processor, you may, despite anything to the contrary in the
Terms, terminate these Terms and your right to access and use the Service without penalty on
written notice, provided (in the case of a new Sub-Processor notified under clause 6.4) your
notice of termination is received by us before the effective date of our notice under clause 6.4
or (in the case of a new Sub-Processor notified under clause 6.5) your notice of termination is
received by us within 30 days of our notice of the new Sub-Processor. If you do not terminate
these Terms and your right to access and use the Service 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 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, 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 DATA PROTECTION IMPACT ASSESSMENT

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

10 AUDIT AND COMPLIANCE

Upon your written request, we will 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 your and our respective
obligations under Article 28 of the GDPR).

11 RETURN AND DELETION OF PERSONAL DATA

11.1 Subject to clauses 11.2 and 11.3, following termination of the Terms we will delete all Personal
Data within a reasonable period from termination of the Terms.

11.2 Subject to clause 11.3, you may submit a written request to us within 10 working days of the
termination of the Terms requiring us, within 20 working days of your written request, to:

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

b 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:

a come as close as possible to a complete and permanent deletion of the Personal Data;

b fully and effectively anonymise the remaining data; and

 c 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' prior written notice to you from time to time, make any variations to
this Addendum (including to the Standard Contractual Clauses), which we consider (acting
reasonable) are required as a result of any change in, or decision of a competent authority
under, Applicable Data Protection Law, to allow transfers and Processing of Personal Data to
continue without breach of Applicable Data Protection Law.

12.2 If you object to any variation under clause 12.1, you may, despite anything to the contrary in the
Terms, terminate these Terms and your right to access and use the Service 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 these Terms and your right to access and use the Service 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 Terms, and any reference in the Terms to the
liability of a party means the aggregate liability of that party under the Terms 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 Service (as defined in our Terms) in
accordance with the Terms, 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 Service.

Duration of Processing

Subject to clause 11 of this Addendum, we will Process Personal Data for the duration of the Terms,
unless otherwise agreed upon in writing.

Categories of Data Subjects

You may submit Personal Data to the Service, the extent of which is determined and controlled by you
in your sole discretion, and which may include, but is not limited to, Personal Data relating to
the following categories of data subjects:

▲ Spidertracks account owners, who are natural persons

▲ Spidertracks account users, who are natural persons

Type of Data

You may submit Personal Data to the Service, the extent of which is determined and controlled by you
in your sole discretion, and which may include, but is not limited to, the following categories of
personal data:

▲ Personal Details

o First Name

o Last Name

o Email Address

o Contact Number

▲ Billing and Shipping Address (where the account owner is a natural person)

o Street number

o Street address

o Suburb

o City

o State

o Zip

o Country
SCHEDULE 2

LIST OF SUB-PROCESSORS AS AT 11/7/18

Sub-Processor Used for Location

www.hubspot.com CRM Cambridge, Massachusetts, USA
www.intercom.com User Messaging San Francisco, California, USA
www.asknicely.com NPS/Feedback Auckland, New Zealand
www.zendesk.com Customer Support San Francisco, California, USA
https://aws.amazon.com/ Cloud Platform Seattle, Washington, USA
Sendgrid.com Email Engine Denver, Colorado, USA
Messagemedia.com SMS Engine Melbourne, Victoria, Australia
https://play.google.com/store/apps/det Android app to provide core Mountain View, California, USA
ails?id=com.spidertracks.spidertracks contracted functionality

https://itunes.apple.com/nz/app/spider Apple app to provide core Cupertino, California, USA

tracks/id359184271?mt=8 contracted functionality

www.shopify.com Device order process Ottawa, Canada

 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: Spider Tracks Limited

Address: 205/150 Karangahape Road, Auckland 1010, New Zealand

E-mail: [email protected]

Other information needed to identify the organisation:

a New Zealand company, company number 1911613

(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:

(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.

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): [​insert​]

Position: [​insert]​

Address: [​insert​]
Other information necessary in order for the contract to be binding (if any):

Signature: [​insert​]
 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:

Spider Tracks Limited, a New Zealand company, company number [​insert]​ 1911613 (​STL​)

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

STL provides a solution that its customers can use for real-time aircraft tracking and stores that data
centrally in STL’s Service (as defined in STL’s terms and conditions). The provision of the Service is
governed by the terms and conditions set out at [​insert link​], including the Data Processing Addendum
set out at (together, the ​Agreement​).

Data subjects

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

The data exporter may submit personal data to the Service, the extent of which is determined and
controlled by the data exporter in the data exporter’s sole discretion, and which may include, but is not
limited to, Personal Data relating to the following categories of data subjects:

▲ Spidertracks account owners, who are natural persons

▲ Spidertracks account users, who are natural persons

Categories of data

The data exporter may submit personal data to the Service, the extent of which is determined and
controlled by the data exporter in the data exporter’s sole discretion, and which may include, but is not
limited to, the following categories of personal data:

▲ Personal Details

o First Name

o Last Name
 o Email Address

o Contact Number

▲ Billing and Shipping Address (where the account owner is a natural person)

o Street number

o Street address

o Suburb

o City

o State

o Zip

o Country

Special categories of data (if appropriate)

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

[The data exporter may submit special categories of personal data to the Service, the extent of which
will be determined and controlled by the data exporter in the data exporter’s sole discretion, and which
is 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.]

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: [​insert​]

Signature [​insert​]
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):

[​insert, or refer to a URL on your website with security information]​

DATA EXPORTER

[​Customer to complete the details below​]

Name: …………………………………………………………

Signature ………………………………………………………….

DATA IMPORTER

Name: [​insert​]

Signature [​insert​]