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Data Processing Addendum

    This EKM Systems Data Processing Addendum amends the EKM Systems Terms and Conditions by and between you and EKM Systems.

    1.1 Definitions. In these Conditions, the following definitions apply:

    "Customer" means the person or firm who purchases Services from EKM Systems.

    "Data Protection Legislation" means the Data Protection Act 2018 including the UK version of the European Union Regulation 2016/679 (the "UK GDPR"), and any legislation and/or regulation implementing or made pursuant to the same, or which amends or replaces any of the same, and any other applicable legislation relating to the processing of personal data.

    "Data Processor", "Data Controller", "Data Subject", "Processing", "Subprocessor", and "Supervisory Authority" shall be interpreted in accordance with the UK GDPR.

    "Service Provider" shall be interpreted in accordance with The Privacy and Electronic Communications (EC Directive) Regulations 2003.

    "Personal Data" as used in this Addendum means information that relates to, or could reasonably be linked with, to an identifiable or identified Data Subject who visits or engages in transactions through your shop (a "Customer"), which EKM Systems Processes as a Data Processor or Service Provider in the course of providing you with the Services. Notwithstanding the foregoing sentence, Personal Data does not include information that EKM Systems Processes in the context of services that it provides directly to a consumer.

    "Data Subject Request" as used in this Addendum means a request for access, erasure, rectification, or portability of your Customer's Personal Data.

    2.1 The Data Subject's Personal Data will be Processed by EKM Systems. If, in connection with the provision of the Services, Personal Data may be transferred to regions outside of the UK and/or the EEA (and/or to any country which is not the subject of an adequacy decision in accordance with the Data Protection Legislation) such transfers will be completed in compliance with relevant Data Protection Legislation.

    2.2 When EKM Systems Processes Personal Data in the course of providing the Services, EKM Systems will:

    2.2.1 Process the Personal Data as a Data Processor and/or Service Provider, only for the purpose of providing the Services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services and, for the avoidance of doubt, the Contract itself constitutes such documented instructions), and as may subsequently be agreed to by you. We will process such Personal Data for the duration of the Contract (and will thereafter process it only as permitted by the Data Protection Legislation). In these circumstances, the “Data Subjects” will usually be the customers of the Customer who are either using and/or benefiting from the provision of the Services, and the types of personal data being processed being those which might ordinarily and naturally be expected to be the case, having regard to the subject matter of the Contract and the nature of the Services being provided under the Contract. If EKM Systems is required by law to Process the Personal Data for any other purpose, EKM Systems will provide you with prior notice of this requirement, unless EKM Systems is prohibited by law from providing such notice;

    2.2.1.1 You acknowledge that EKM Systems acts as an independent Data Controller with regards to Customer Personal Data that it collects directly from consumers through its consumer-facing applications and services;

    2.2.3 notify you if, in EKM Systems's opinion, your instruction for the Processing of Personal Data infringes applicable Data Protection Legislation;

    2.2.4 notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Supervisory Authority relating to EKM Systems's Processing of the Personal Data;

    2.2.5 implement reasonable technical and organisational measures enabling you to execute Data Subject Requests that you are obligated to fulfil;

    2.2.6 implement and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected;

    2.2.7 upon request, provide reasonable information to help the Customer complete the Customer's data protection impact assessments.

    2.2.8 provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing EKM Systems's data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum;

    2.2.9 notify you without undue delay upon becoming aware of and confirming any accidental, unauthorised, or unlawful processing of, disclosure of, or access to the Personal Data;

    2.2.10 ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data; and

    2.2.11 upon termination of the Agreement, EKM Systems will promptly initiate its purge process to delete or anonymise the Personal Data. If you request a copy of such Personal Data within 60 days of termination, EKM Systems will provide you with a copy of such Personal Data.

    2.3 In the course of providing the Services, you acknowledge and agree that EKM Systems may use Subprocessors to Process the Personal Data. EKM Systems's use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between EKM Systems and Subprocessor that requires comparable protections to this Data Processing Addendum. If you object to the appointment of a Subprocessor you may terminate this agreement in accordance with our Terms and Conditions.

    3.1 In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that EKM Systems may amend this Addendum from time to time by posting the relevant amended and restated Addendum on EKM Systems's website, available at EKM Systems Data Processing Addendum and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to EKM Systems's website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.

    3.2 Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.

    3.3 Governing law and jurisdiction: The terms of this Addendum, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.