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Last updated: 21 August 2025
The following terms and conditions (“Legal Terms”) when incorporated by a Quote or Order (each an “Order Form”) shall govern the supply of Services (as defined below) to the relevant customer identified in the Order Form (“Customer”) by Ansarada Pty Limited (ACN 131 899 397) (“Ansarada”). The Legal Terms and Order Form, the Data Processing Addendum, together with any other referenced policies within, constitute the entire agreement (collectively the “Agreement”) between Customer and Ansarada (each a “Party” and together the “Parties”) named in the Order Form. In the event of a conflict between the Legal Terms and any Order Form, the Order Form shall take precedence. Capitalised terms not defined within the Legal Terms are defined in the Order Form.
1. DEFINITIONS
“ACL Rights” means any rights, warranties, guarantees and remedies implied or imposed under the Australian Consumer Law in relation to the supply of goods or services under the Legal Terms.
“Additional Storage Products” means any additional storage products Customer may elect to purchase, including but not limited to, Ansarada Vault or Ansarada Always. Separate terms and conditions may apply to these products.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Availability Guarantee” means the Your Content being made available to Customer at least 99% of the time, measured on a monthly basis.
“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Classified Information” means any information or material, regardless of the form, which for reasons of national security, national defense, or foreign policy, has been specifically designated by a government or foreign government agency as requiring protection against unauthorised disclosure.
“Confidential Information” means any information of a Party (including information obtained by a Party from one or more of its Affiliates) disclosed before or after the Contract Start Date, either directly or indirectly, in writing or orally, or by inspection of tangible objects which: (i) the disclosing Party identifies as confidential or proprietary; or (ii) reasonably appears to be confidential or proprietary to the disclosing Party or its Affiliates because of legends or other marking, the circumstances of its disclosure, or the nature of the information itself. Such information may include, but is not limited to, Your Content, Third-Party Data, the Services, and the Transaction Room. The term Confidential Information does not include: (i) information that was in the receiving Party’s possession or was known to it prior to its receipt from the disclosing Party; (ii) information that is or becomes publicly available without the fault of the receiving Party; (iii) information that is or becomes lawfully available on an unrestricted basis to the receiving Party from a source other than the disclosing Party; (iv) Feedback; or (v) information independently developed by the receiving Party.
“Contract Start Date” or “Subscription Start Date” is the earlier of (i) the date defined in the applicable Quote, (ii) the date the Order is accepted within the online platform, (iii) the date the first Guest User is invited to the Transaction Room, or (iv) ninety (90) days after the Transaction Room is made available to Customer
“Credit” is the applicable credit set forth in the table provided in Section 8(b)(ii).
“Customer Content” means Your Content and Customer ’s trademarks and logos.
“Data Overage Fees” means any fees for additional data room storage payable by Customer to Ansarada that exceed the Data Allowance listed in the Order Form during the relevant Subscription Term or Renewal Term (as applicable) then in effect. Unless specified otherwise in the Order Form, the applicable Data Overage Fees that will apply are available at: https://www.ansarada.com/data-overages.Ansarada may adjust cost at any time without notice and such adjustment shall not be subject to Section 3(b).
“Data Allowance” means the amount of storage in megabytes (“MB”) or gigabytes (“GB”) (measured on a decimal basis) allotted to the Customer as listed in the Order Form.
“Due Date” means, unless otherwise provided in the relevant Order Form: (i) in respect of a month-to-month Subscription Term or Renewal Term, upon receipt of an invoice; or (ii) in respect of a three (3), six (6), or twelve (12) month Subscription Terms, within thirty (30) days of receipt of an invoice. Fees or amounts not paid by the Due Date shall be considered past due.
“Feedback” means suggestions, improvements, comments, or other feedback regarding the Transaction Room or Services.
“Fees” means: (i) the fees set forth in any Order Form, including but not limited to, any Data Overage Fees or User Overage Fees; or (ii) charges for Services not specified in any Order Form (including, without limitation, additional new service features), provided that Customer has approved any such additional Services and related charges in advance in writing.
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Guest Users” means any User authorised by Customer to access a Transaction Room that is not an employee, agent, contractor, service provider (including advisor or consultant) of Customer. Customer may have unlimited Guest Users.
“Intellectual Property Rights” means any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works thereof; (ii) trademark and trade name rights; (iii) trade secret rights; (iv) patents, design rights, and other industrial property rights; and (v) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, and together with all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof.
“Non-Ansarada Applications” mean web-based, mobile, offline, or other software applications provided by Customer or a third-party which may interoperate with the Services.
“Order” means any Services provisioned or purchased using Ansarada’s online platform based on Data Allowance.
“Quote” means each form executed between the parties, that identifies usage which may be based on Data Allowance, Unique Host Users, or on some other basis as agreed between the Parties as specified in the Quote.
“Recipient” means any party who receives a taxable supply pursuant to the GST Act.
“Renewal Term” means any renewal or extension of Customer’s right to use the Services following the expiration of the Subscription Term.
“Scheduled Maintenance” means periodic maintenance on the Transaction Room for system upgrades and maintenance and as further defined in Section 8(a)(xi).
“Services” mean those services ordered by Customer under an Order Form and any related Customer support.
“Subscription Term” means the initial subscription term for the Services set forth in the Order Form.
“Term” means the Services provided during the Subscription Term or any Renewal Term under an Order Form, as applicable.
“Taxes” means any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, assessed by any jurisdiction, but excluding tax-based income, property or employees of Ansarada.
“Third-Party Data” means any data, including but not limited to Your Content, User Data, made available on the Services (including through a Non-Ansarada Application) that is owned by a third-party.
“Transaction Room” means collectively, Ansarada URLs, virtual data rooms including both the Ansarada Deals and Ansarada Procure platforms, as relevant (also referred to as projects), contents, and features provided to Customer through which Users access, process, store, upload/download, and communicate Your Content.
“Trial Services” mean beta or test services and such related documentation.
“Unique Host Users” means any User authorised by Customer to access and use the Transaction Room and Services that are employees, agents, contractors, service providers (including advisors or consultants) or have the same domain as Customer.
“Usage Data” means queries, logs, and other information about Customer’s or a User’s use of the Services, excluding Your Content.
“User Overage Fees” means any additional fees payable by Customer to Ansarada for any additional Unique Host Users that exceed the number of Unique Host Users listed in the Order Form.
“Users” mean those individuals authorised by Customer, and enabled by Ansarada or Customer, to access Your Content on the Transaction Room. Users include both Guest Users and Unique Host Users.
“Your Content” means any document or file that is uploaded to the Transaction Room by, or on behalf of, the Customer.
“User Data” means information about or relating to Users.
2. SERVICES
(a) Website Management
(i) Ansarada will use all commercially reasonable efforts to provide Customer with access to and use of the Ansarada Services described in the Order.
(ii) Customer will provide Ansarada with any information reasonably necessary for the provision of the Ansarada Services and shall update this information as necessary.
(iii) Customer authorises Ansarada to act on any instructions reasonably believed by Ansarada to be authentic communications from Customer or its advisors, with respect to the management of Customer’s Services.
(iv) Customer may elect to purchase Additional Storage Products, in which case Your Content will be stored and maintained according to these Legal Terms and may be subject to additional terms and conditions.
3. FEES, TAXES, BILLING DISPUTES
(a) Fees
Customer shall pay to Ansarada all Fees invoiced under this Agreement by the Due Date without offset, including any Fees invoiced to Customer and any of its advisors in connection with the Services. Customer shall be responsible for monitoring its own and its Users’ use of the Services within the limits set out in the applicable Order Form. Except as otherwise expressly specified herein or in the applicable Order Form, all payment obligations are non-cancelable, and Fees paid are non-refundable. Any Fees, Unique Host Users, or Data Allowances cannot be decreased during the relevant Subscription Term or after the commencement of any Renewal Term. All Fees are payable in the currency used or designated in the applicable Order Form.
(b) Pricing
Upon entering into a Renewal Term, Ansarada may adjust pricing, at its discretion, by any of the following amounts: (i) five percent (5%); (ii) the average of the monthly 'All Groups' Consumer Price Index for Australia over the 12-month period immediately preceding the adjustment date; or (iii) other amounts reasonably determined by Ansarada if Ansarada provides Customer with 30 days’ notice prior to the end of the Subscription Term.
(c) Consumption Units
Services are subject to the consumption limits set forth in the Order Form. (i) Storage Measurements: If consumption is limited based on storage, storage is measured based on the highest volume of MBs/GBs of Your Content uploaded to the Transaction Room(s) during the Subscription Term or Renewal Term (as applicable) then in effect. If the amount of Your Content uploaded to the Transaction Room(s) exceeds the storage allowance specified in the applicable Order Form during the Subscription Term, it will be subject to Data Overage Fees. Ansarada storage counts shall be conclusive except in cases of material error. (ii) User Measurements: If consumption is limited based on users, the number of Unique Host Users shall be listed in the applicable Order Form and are non-transferable. Any additional Unique Host Users that exceed the limit defined in the Order Form shall be subject to User Overage Fees. Unless otherwise specified in the Order Form: (1) the Services may not be accessed by more than the number of Unique Host Users specified; (2) a Unique Host User’s password may not be shared with any other individual; and (3) Customer must deactivate an existing Unique Host Users entirely from the Services prior activating a new Unique Host User.
(d) Payment
Unless otherwise specified in the applicable Order Form and subject to Section 3(e) below, Customer shall pay to Ansarada all Fees owing under this Agreement by the Due Date. For any failure to provide past due Fees amounts or invoices, Ansarada may accelerate Customer’s unpaid Fees for the full outstanding period of the Services and require immediate payment by Customer of such Fees and/or suspend the Services or your access to the Services until the outstanding amounts are paid in full. Interest may be added from the Due Date to all past due invoices up to the highest rate permitted under applicable law. If Customer intends for any Fees charged under this Agreement be paid by a third-party, then: (i) Customer will promptly notify Ansarada in writing; (ii) Customer will provide all accurate information reasonably necessary to issue the invoice to the third-party and work with Ansarada to correct any problems or errors Ansarada observes or discovers; (iii) payment of Fees from such third-party to Ansarada will be due on the Due Date; and (iv) Customer will not be relieved of its obligations to pay those or any other Fees to Ansarada.Payment of Fees shall not be conditional upon completion of Customer on-boarding forms, purchase orders, or Ansarada’s use of Customer’s billing and other portals. Ansarada shall be under no obligation to use any billing portal. Ansarada reserves the right to charge the Customer for any costs incurred to recover any amounts owed to it, including but not limited to, any debt recovery services or other third-party services, including but not limited to, reasonable attorneys’ fees.
(e) Payment Disputes
Notice of any disputed Fees, amounts, or invoices must be provided to Ansarada via email sent to accounts@ansarada.com prior to the Due Date. Notices must include details identifying the invoice by number and detailing the amounts in dispute. Upon receipt of the dispute notice, Ansarada will determine in its sole discretion, whether the charges in dispute were correctly issued and notify Customer. If there has been an error, Ansarada will work with Customer to correct the error and determine the outcome.
(f) Billing Information
Customer must provide current, complete and accurate billing information. Customer must promptly update all billing information to ensure it is current, complete and accurate (such as a change in billing address, credit card number, credit card expiration date or bank account details) and Customer must promptly notify Ansarada if a payment method is changed (for example, due to loss or theft) or if you become aware of a potential breach of security, such as the unauthorised disclosure or use of Customer’s name or password. If Customer fails to provide any of the foregoing information, Customer agrees that we may continue charging for any use of the Ansarada Services under the previously provided billing information unless Customer has terminated this Agreement in accordance with clause 9 below.
(g) Taxes
The Fees stated in any Order Form do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Ansarada has a legal obligation to collect Taxes for which Customer is responsible, Ansarada will invoice Customer and Customer will pay the amount owing. If Customer is lawfully required to withhold any sums from an invoice, Customer must effect such withholding and remit such amounts to the appropriate taxing authorities, and ensure that, after such deduction or withholding, Ansarada receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Ansarada would have received and retained in the absence of such required deduction or withholding. (h) GST
In this section 3(h), a word or expression defined in the GST Act which is not otherwise defined in the Legal Terms has the meaning given to it in the GST Act. All consideration provided under the Legal Terms and/or the Order Form is exclusive of GST (which has the meaning given in the GST Act) unless it is specifically expressed to be GST inclusive. If a Supplier makes a taxable supply to a Recipient under or in connection with an Order Form, the Recipient must pay the Supplier an additional amount equal to the GST payable on the supply (unless the consideration for the taxable supply was specified to include GST). The additional amount must be paid by the Recipient by the later of:
(i) the date when any consideration for the taxable supply is first paid or provided; and
(ii) the date when the Supplier issues a tax invoice to the Recipient.
This section 3(h) will survive the termination of the Legal Terms or the Order Form by any party.
(i) Free Service
By Customer accessing the Free Service, Customer agrees to be bound by the terms of this Agreement to the extent applicable. Free Service may be used solely for the purpose of preparing Your Content amongst the transaction team, including Customer’s employees, agents, clients, and advisors, and shall not be used for any other purpose. Not limiting the generality of the foregoing, Customer shall not use Free Services for the purposes of: (i) making Your Content accessible to third parties or their representatives for purposes of due diligence or otherwise; or (ii) for storing Your Content within or outside your organisation as a repository. In the event of a breach of this provision, Customer agrees that Ansarada may either: (1) suspend access to the Free Service, or (2) invoice company hosting Fees at Ansarada’s standard rates beginning from the date the breach first occurred. Ansarada may, at its discretion, terminate Customer’s Free Service at any time. Immediately upon termination, Customer will no longer have access to the Free Service and Ansarada will have no obligation to return or preserve Your Content.
(j) Transaction Room
A Transaction Room may be used only for a single transaction and cannot be repurposed, reused or recycled for an additional transaction.In the event of a breach of this provision, Customer agrees that Ansarada may either: (i) suspend access to the Transaction Room, or (ii) invoice company hosting Fees at Ansarada’s standard rates.
4. OWNERSHIP AND LIMITED LICENSE
(a) Customer Ownership
As between the Parties, Customer shall have and retain all Intellectual Property Rights in Your Content. Customer has sole responsibility for the accuracy, quality, legality, integrity, and appropriateness of all data, Your Content, and information it, or any of its Users, provides to Ansarada in conjunction with the Services. Customer hereby grants to Ansarada a non-exclusive, irrevocable, fully paid-up, royalty-free, sub-licensable, worldwide right and license to reproduce, distribute, use, and display the Your Content to the extent necessary for Ansarada: (i) to provide the Services to Customer; or (ii) for any other activities expressly agreed to by Customer.
(b) Ansarada Ownership
As between the Parties, Ansarada shall have and retain all Intellectual Property Rights in materials, documentation, methodologies, source code, processes, websites, applications, and software that Ansarada uses for the purpose of providing the Transaction Room, Services, Feedback, and Usage Data, and any and all derivatives, future enhancements, or modifications to the foregoing, however produced. No Intellectual Property Rights are granted to Customer under this Agreement or otherwise except as expressly set forth herein.
5. WARRANTIES
(a) General Warranties
Each Party warrants that: (i) it has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly executed and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (iii) it will comply with all laws applicable to the Party; and (iv) it will use up-to-date, generally accepted virus and malicious software detection devices and procedures to reasonably ensure that any electronic data transmitted to the other Party will not contain a virus, malicious software or other harmful component.
(b) Ansarada Warranties
To the extent the ACL Rights apply to you, our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, you may (to the extent the ACL Rights apply) be entitled to cancel the Order Form and receive a refund for the unused portion or to compensation for the reduced value of our Services, along with compensation for any other reasonably foreseeable loss or damage. If such failure does not amount to a major failure, you may (to the extent the ACL Rights apply) be entitled to have problems with our Service rectified in a reasonable time and, if this is not done, to cancel the Order Form and obtain a refund for the unused portion of the Order Form. Except for this sub-section 5(b), nothing in the Legal Terms limits, excludes or modifies any ACL Rights for which it is unlawful under the Australian Consumer Law to exclude. To the extent it is legally permitted to do so, where Ansarada is liable for a breach of any ACL Rights, then Ansarada limits its liability to the following in the case of our Services: (i) the supplying of the Service again; or (ii) the payment of the cost of having the Service supplied again.
(c) Customer Warranties
(i) Customer warrants that it: (1) has obtained all permissions and consents, provided all relevant notices, or has established another legal basis required by law (as applicable) to transfer Your Content and/or User Data so that Ansarada may lawfully use and process Your Content and User Data in accordance with this Agreement; (2) will use the Services for the intended business purpose; (3) has delegated authority to its advisors to provide instructions in connection with the Services, and Ansarada has no duty to verify such delegation, and may rely on such instructions; (4) will use reasonable efforts to provide Ansarada with clear and legible copies of Your Content in the best possible condition; promptly report to Ansarada any problems or errors it observes or discovers with Your Content; and cooperate with Ansarada to correct any problems associated with Your Content; and (5)will comply with all economic sanctions laws and not take any action which would place Ansarada in a position of non-compliance with any such economic sanctions laws;
(ii) Customer additionally warrants that it will not: (1) use, nor permit any third party to use the Services in a manner which would give rise to any civil liability; (2) engage in, nor assist, encourage, or authorise others to engage in, conduct which could constitute a criminal offense under any applicable law or regulation; (3) upload Your Content or use Non-Ansarada Applications which reasonably could infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third-parties; (4) perform, nor permit or instruct any third-party to perform on its behalf, any code review, vulnerability testing, penetration testing, or any other network tests on the Transaction Room or Services, or attempt to gain unauthorised access to the Transaction Room, Services, or its related systems or networks; and (5) (except to the extent that must be permitted by law) attempt to, nor permit or otherwise instruct any third-party attempt to, reverse engineer, decompile, disassemble, create derivative works from, sell, market, transfer or otherwise seek to obtain: (A) the source code for the Transaction Room or Services, or (B) any other software made available to Customer in connection with the Services.
(d) Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, FREE SERVICES, TRIAL SERVICES, AND TRANSACTION ROOM(S) ARE PROVIDED AS-IS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY OR OF SATISFACTORY QUALITY, OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE ABOVE WARRANTIES DO NOT GUARANTEE THAT THE SERVICES WILL BE SECURE, PERFORM UNINTERRUPTED OR ERROR-FREE, OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM OR DATA, THAT ANSARADA WILL BE ABLE TO CORRECT ALL ERRORS, THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES MEET CUSTOMER’S OR USER’S EXPECTATIONS OR REQUIREMENTS. ANY SERVICES PROVIDED AND DATA MADE AVAILABLE TO CUSTOMER IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED UPON, FOR LEGAL, TAX, FINANCIAL, INVESTMENT RECOMMENDATIONS, OR ANY OTHER TYPE OF ADVICE.
(e) Security Classified Information
UNLESS OTHERWISE AGREED TO IN THE ORDER FORM, THE SERVICES ARE EXPRESSLY PROHIBITED FROM BEING USED TO STORE ANY CLASSIFIED INFORMATION ON THE TRANSACTION ROOM. ACCORDINGLY, ANSARADA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR ACCESSING OR STORING ANY CLASSIFIED INFORMATION OR INFORMATION REQUIRING A SECURITY CLEARANCE FROM ANY GOVERNMENT AND ANSARADA SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO THE USE OF THE SERVICES FOR SUCH INFORMATION.
6. CONFIDENTIALITY
(a) Each Party shall: (i) hold Confidential Information of the other Party in confidence; (ii) not use any Confidential Information of the other Party for any purpose outside the scope of this Agreement and the Data Processing Addendum; (iii) take reasonable steps to maintain the confidentiality of all Confidential Information; (iv) only disclose Confidential Information: (1) to such Party’s or its Affiliates employees who have a need to know such information; or (2) for the purposes envisioned or intended under this Agreement. This Agreement expressly supersedes and replaces in its entirety any non-disclosure agreement executed by Ansarada arising out of or in connection with this Agreement.
(b) If a Party is compelled by court order, subpoena, or other requirement of law to disclose Confidential Information, the Party will provide the other Party with prompt notice (unless such notice is prohibited) so that the Party may, at its option and expense, seek a protective order or other remedy.
(c) Upon Customer’s written request, Your Content uploaded to the Services by Customer shall be destroyed, or returned to the Customer for an additional fee. Customer must pay all invoices in full prior to the release of Your Content under this section. Ansarada shall not be obligated to immediately erase Your Content contained in an archived computer system backup made in accordance with its security or disaster recovery procedures, provided that such archived copy shall remain subject to the same obligations of confidentiality until destruction.
(d) Customer acknowledges that Ansarada’s provision of the Services may involve the processing of personal data (as defined by applicable data protection laws including the Privacy Act 1988 (Cth)) which may include Ansarada sharing such personal data with Customer’s advisors, its Guest Users or as otherwise for provided in the Agreement or the Data Processing Addendum. Customer has sole responsibility for ensuring that personal data it provides to Ansarada for processing complies with applicable data protection laws. In addition to the obligations set forth, the Parties agree to the Data Processing Addendum set out below.
7. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY NOR ANY THIRD-PARTY UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS INCLUDING: LOSS OF PROFITS, BUSINESS, GOODWILL, REPUTATION, OR OTHER LOSS RESULTING FROM BUSINESS INTERRUPTION ARISING FROM OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. UNLESS OTHERWISE STATED HEREIN, THE PARTIES AGREE THAT THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE.
THE PARTIES AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT, UNDER WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PRICE PAID BY CUSTOMER TO ANSARADA UNDER THE APPLICABLE ORDER FORM FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY LIABILITY, EXCEPT FOR BREACH OF SECTIONS 6(a) AND 6(d) WHERE THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED 2X THE TOTAL PRICE PAID BY CUSTOMER TO ANSARADA UNDER THE APPLICABLE ORDER FORM FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY LIABILITY.
THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION 7 OF THE LEGAL TERMS SHALL NOT APPLY TO: (a) FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT; (b) A BREACH OF SECTIONS 4(b) (ANSARADA OWNERSHIP) OR 5(c) (CUSTOMER WARRANTIES), OR (c) DAMAGES CAUSED BY FRAUD OR A PARTY’S WILLFUL MISCONDUCT.
8. HOSTING TERMS
(a) Usage
(i) Obligations
Users must consent to Ansarada’s Acceptable Use Policy and Privacy Policy included in the online platform, which may be amended from time to time. Customer is responsible for the use of the Services by any of its Users in compliance with this Agreement. Ansarada retains the right to remove authorisation and access of any User from the Services upon request of the employer of such User.
(ii) Third-Party Data
Customer acknowledges and agrees that: (1) Users may have access (including to view, download and query) to Third-Party Data and it is Customer’s sole responsibility to evaluate and assume the risks related to sharing such Third-Party Data with Users; and (2) Ansarada has no control over, and no liability whatsoever, for any acts or omissions of any User with respect to Third-Party Data. Customer shall comply with any and all applicable terms of service for any Third-Party Data. If Customer receives notice, including from Ansarada, that Third-Party Data may no longer be used or must be removed, modified, or deleted to avoid violating applicable law, third-party rights, or this Agreement, Customer must promptly do so and provide Ansarada written confirmation of such.
(iii) Trial Services
Ansarada may make Trial Services available to Customer. Any Trial Services shall be provided “As Is” and without any guarantee or warranty of any kind, express or implied. All confidentiality and ownership rights applicable to Services generally under this Agreement, and all Customer obligations concerning the Services and Your Content hereunder, shall also apply equally to Customer’s use of Trial Services. Ansarada reserves the right to discontinue the Trial Services at any time in its sole discretion and may never make them generally available. Ansarada shall have no liability for any harm or damage arising out of or in connection with the Trial Services. The provision of any Trial Services to Customer may be subject to additional terms and conditions.
(iv) Integration with Non-Ansarada Applications
The Services may contain features designed to interoperate with Non-Ansarada Applications. Ansarada does not warrant or support Non-Ansarada Applications, nor can it guarantee the continued availability of such features. Ansarada reserves the right to cease making available any Non-Ansarada Application without entitling Customer to any refund, credit, or other compensation. If Customer chooses to use a Non-Ansarada Application with the Services, Customer is responsible, and Ansarada disclaims all liability, for the privacy or security of such Non-Ansarada Application, including but not limited to, any disclosure, modification, or deletion of data resulting from a Non-Ansarada Application or its provider. Customer agrees to comply with the terms of service of any Non-Ansarada Applications.
(v) Scheduled Maintenance
Ansarada performs periodic Scheduled Maintenance and advance notice of such is provided on the Services. Scheduled Maintenance will not exceed twelve (12) hours per calendar month. Ansarada reserves the right to update, modify, improve, support, and operate the Services at any time. Any updates or modifications will not materially diminish the functionality of the Services. Ansarada will provide at least twenty-four (24) hours’ notice of any Scheduled Maintenance.
(b) Service Level Agreements
(i) Availability Guarantee Credits. As Customer’s sole and exclusive remedy and Ansarada’s sole liability, Ansarada provides Credits if Ansarada fails to achieve the Availability Guarantee for two (2) months during any consecutive six (6) month period. Credits are given for only those months in which the Availability Guarantee was not achieved.
(ii) For the applicable Order Form, Customer may request Ansarada provides Customer with the credits below, provided Customer makes such request within twenty (20) days after Ansarada’s failure to meet the Availability Guarantee, which will be applied to the next invoice.
Actual Percentage the Your Content are Available - Credit only for affected months:
If Ansarada fails to meet the Availability Guarantee for three (3) consecutive months, Customer may terminate the applicable Order Form and request Ansarada to deliver, as soon as commercially practicable, Your Content on the Service to Customer’s designee, provided Customer makes such request within twenty (20) days after Ansarada’s failure to meet the Availability Guarantee.
(iii) Availability Guarantee Exceptions. No period of inoperability will be included in calculating the Availability Guarantee to the extent such downtime is due to: (1) Scheduled Maintenance; (2) failure of Customer’s or its Users’ internet connectivity; (3) internet traffic problems of either Party other than problems arising from networks controlled by Ansarada; (4) any Force Majeure Event; or (5) Non-Ansarada Applications.
9. TERM & TERMINATION
(a) Term
This Agreement is effective as of the Contract Start Date.The Subscription Term will automatically renew for successive Renewal Terms equal to the Subscription Term, unless either Party notifies the other in writing, of its intent not to renew at least thirty (30) days prior to the expiration of the Subscription Term or any Renewal Term, as the case may be. Any discount applied during the Subscription Term will not be applied to any Renewal Term. In no event will termination relieve Customer of its obligation to pay any Fees or amounts payable to Ansarada under the applicable Order Form. Except as set forth in Section 9(b), the Subscription Term or any Renewal Term cannot be terminated prior to its expiration.
(b) Termination For Cause
A notice of default or breach from the non-breaching Party or an intent to default from the breaching Party under this provision shall not constitute a notice of termination under this Agreement. Any notice of termination must be provided separately in writing. Excluding Customer’s payment obligations which are solely subject to Section 9(c), either Party may terminate this Agreement and all Order Forms issued hereunder, in whole or in part, with immediate effect upon written notice if the other Party:
(i) breaches any material obligation of this Agreement and either has not cured such breach within thirty (30) days of receiving written notice from the non-breaching Party, or the breach cannot be cured within thirty (30) days;
(ii) ceases to actively conduct its business;
(iii) files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy;
(iv) makes a general assignment for the benefit of its creditors;
(v) applies for the appointment of a receiver, administrator, or trustee for all or substantially all of its property or assets, or is permitted the appointment of any such receiver, administrator, or trustee; or
(vi) has its receivables subject to garnishment.
(c) By Ansarada Only
If Customer fails to: (i) execute and deliver to Ansarada a signed Quote within seven(7) days after the Transaction Room is created; (ii) provide all accurate “bill-to” information reasonably necessary to issue an invoice; or (iii)fails to pay any invoice in full, within seven(7) days of notice of default, Ansarada may, in its sole discretion, terminate this Agreement and all Order Forms issued hereunder, in whole or in part, and/or suspend or entirely cease provision of the Services. Under such default, Ansarada shall have no obligation to preserve or return any Your Content. Ansarada may immediately restrict or suspend access to the Services if Ansarada becomes aware of, or reasonably suspects, any breach of this Agreement by Customer or its Users. Ansarada may remove any Your Content posted or transmitted through the Services which it deems in its sole discretion to have violated this Agreement or any applicable law, regulation, or other legal requirement. Ansarada will act in good faith and use reasonable efforts to notify Customer via phone or email prior to suspending or restricting any Service. Customer shall remain responsible for full payment of the Fees and any amounts owed or owing under this Agreement and any Order Form(s) even if access to the Services is suspended or terminated for any breach of this Agreement.
(d) Effect of Termination
Upon termination or expiration of the applicable Order(s) or this Agreement for any reason, Ansarada will terminate Customer’s and all Users’ access to the Services(s) and Ansarada’s obligation to provide the Services under the applicable Order will cease.
10. GENERAL
(a) Affiliate
Ansarada shall be entitled to perform any of its obligations and exercise any of its rights under the Agreement through any Affiliate, provided that any act or omission of such Affiliate shall, for all purposes of this Agreement, be deemed to be the act or omission of Ansarada.
(b) No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
(c) Survival
The following Sections will survive expiration or termination of this Agreement: 1,3,4,6,7,9(d),10.
(d) Restricted Parties and Export Laws
Customer represents that it is not and will not make the Services available to any entity incorporated in or resident of a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC, or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section will be a material breach of this Agreement and Ansarada may immediately terminate this Agreement. Customer will not permit any User to access or use any Services in a U.S. or UN-embargoed country or region, or in violation of any U.S., UN, or international export law, sanction, or regulation. Customer is solely responsible for obtaining any and all necessary export license(s) or other approval(s) to transfer Your Content in connection with its use of the Service.
(e) No Third-Party Beneficiaries
This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
(f) Assignment
Upon providing written notice, either Party may assign its rights, interests, and/or obligations under this Agreement or any Order Form to any parent, subsidiary, Affiliate, or to a successor of all its assets or stock. Notwithstanding the foregoing, Customer may not assign its rights, interests, and/or obligations under this Agreement or any Order Form to any Ansarada Competitor without Ansarada’s prior written consent. For purposes of this section, “Competitor” shall mean any entity which, either itself or has an Affiliate which, sells, licenses, or provides, any software, application service or system comprised of one or more electric or digital document repositories for facilitating transaction due diligence, mergers, acquisitions, divesture, financing, investment, investor or government relations, research and development, clinical trials or other business processes in competition with any of the Services or other services Ansarada provides. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and assigns.
(g) Notices
Wherever provision is made in this Agreement for the giving, service, or delivery of any notice, such notice shall be in writing and shall be given using a method providing for proof of delivery, which shall include acknowledgement of receipt of email.
(e) Force Majeure
Neither Party is responsible for any failure or delay in the performance of any obligation under this Agreement to the extent the delay results from events beyond the reasonable control of such Party and is not occasioned by such Party’s fault (“Force Majeure”). If a delay or failure of a Party to comply with any obligation set forth in this Agreement is caused by Force Majeure, that obligation (other than the obligation to pay money when due and owing) will be suspended during the continuance of the Force Majeure condition and will not be considered a breach of this Agreement.
(f) Marketing Support
Upon the public announcement of an applicable transaction, Ansarada may identify Customer as an Ansarada Customer and use Customer’s name or logo on any Ansarada website or other marketing content. Customer hereby consents to Ansarada’s use of its name and logo for marketing purposes.Customer may withdraw consent at any time by emailing marketing@ansarada.com.
(g) Counterparts
Any Order may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(h) Anti-Corruption and Bribery
Neither Party has received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
(i) Anti-slavery and Trafficking
Neither Party uses nor procures services in breach of anti-slavery and trafficking laws.
(j) Governing Law and Jurisdiction
This Agreement will be governed by the following laws, depending on where you are incorporated or established: (a) if you are incorporated or established in Australia, Asia Pacific or Japan, the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of New South Wales; (b) if you are incorporated or established in Europe, Middle East or Africa, the laws of England and Wales and each party submits to the non-exclusive jurisdiction of the courts of England and Wales;(c) if you are incorporated or established in North America or South America, the laws of Illinois, United States and each party submits to the exclusive jurisdiction of Cook County. Governing law shall apply without regard to conflicts of law provisions thereof, and without regard to the Uniform Computer Information Transactions Act (UCITA) or the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(k) Severability
If a court of law or administrative tribunal holds any provision of this Agreement to be illegal, invalid, or unenforceable (including by operation of any provision of the Australian Consumer Law) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
(l) Entire Agreement
This Agreement, together with any applicable Order Form, our Privacy Policy, our Acceptable Use Policy, our Data Processing Terms and any other referenced policies and attachments constitutes the entire agreement between the Parties and supersedes all previous agreements, proposals, and negotiations, whether written or oral, regarding the subject matter herein. In entering into this Agreement, neither Party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. No terms contained in any Customer issued purchase order or similar form or invoice shall be valid or enforceable against Ansarada. No trade usage, regular industry practice, or method or course of dealing between the Parties shall be used to modify, interpret, supplement, or alter the terms of this Agreement in any way. Any changes to the Legal Terms must be agreed in writing by both Parties, provided that Ansarada may modify the Legal Terms from time to time by issuing new versions on the website. Unless otherwise specified by Ansarada, changes made become effective for Customer upon entering into a Renewal Term of the then-current Term, or entry into a new Order after the updated version of this Legal Terms goes into effect.
Data Processing Addendum
This Addendum on Data Processing (hereinafter: “Addendum”) is by and between:
Customer and its Affiliates as defined by the Order Form:
–hereinafter referred to as “Customer”–
and
Ansarada Pty Ltd:
–hereinafter referred to as “Ansarada”–
Hereinafter each individually referred to also as the “Party” and collectively as the “Parties”.
Preamble:
(A)The Parties have entered into an Agreement which outlines the Services to be provided (definitions provided in Section 1 below). As part of the provision of Services by Ansarada, Personal Data may be transferred by the Customer to Ansarada.
(B)Capitalised terms not defined in this Addendum are defined in the Agreement. In the event of any conflict between the provisions in this Addendum and the provisions set forth in the Agreement, the provision or provisions of this Addendum will prevail.
(C)To ensure compliance by the Parties with Processing obligations pursuant to the Data Protection Rules, as amended from time to time, the Parties hereby agree as follows:
1.Definitions
1.1.“Agreement” means the Statement of Work and the Ansarada General Terms and Conditions between the Customer and Ansarada.
1.2“Appendix” means the appendices annexed to and forming an integral part of this Addendum.
1.3“Business Operations” means: (1) billing, payments, and account management; (2) for the purposes of direct marketing; (3) internal reporting and business modeling (e.g. forecasting, revenue, capacity planning, product strategy) (4) improving and developing new products and services; (5) combatting fraud, cybercrime, or cyber-attacks that may affect Ansarada or Ansarada products; (6) improving the core functionality of accessibility, or privacy of the Website; and (7) financial reporting and compliance with legal obligations.
1.4“Controller” means an entity that determines the purposes and means of the Processing of Personal Data.
1.5“Data Protection Rules” means the relevant national laws that apply to the Processing of Personal Data, including but not limited to: the Australian Privacy Principles, European Data Protection Laws, andUS Data Protection Laws, as applicable.
1.6“Data Subject” means an identified or identifiable natural person whose Personal Data is subject to Processing; an identifiable person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to physical, physiological, genetic, mental, economic, cultural, or social identity, or as otherwise defined in applicable Data Protection Rules.
1.7“European Data Protection Laws” means the GDPR and the Swiss Data Protection Act collectively.
1.8“GDPR” means UK GDPR and the EU General Data Protection Regulation 2016/679.
1.9“International Data Transfer Agreement” or “IDTA” means the international data transfer agreement for the transfer of Personal Data to processors established in third countries pursuant to Article 46 and Chapter V of UK GDPR.
1.10“Personal Data” means any information relating to a Data Subject contained within Your Content.
1.11“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed, or as otherwise defined in applicable Data Protection Rules.
1.12“Process”, “Processing” or “Processed” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction, or as otherwise defined in applicable Data Protection Rules.
1.13“Processor” means an entity that Processes Personal Data on behalf of a Controller.
1.14“Services” means the provision of services as described in the Agreement and this Addendum.
1.15“Special Categories of Data” means the Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic data, biometric data Processed for the purpose of uniquely identifying a natural person, as well as Personal Data concerning health, sex life or sexual orientation, or as otherwise defined in applicable Data Protection Rules.
1.16“Standard Contractual Clauses” or “SCCs” means the Controller to Processor (Module 2) standard contractual clauses for the transfer of Personal Data to entities not subject to the GDPR/Swiss Data Protection Act, in line with the requirements of the GDPR and Swiss Data Protection Act, as applicable.
1.17“Subprocessor” means an entity engaged by a Processor to Process Personal Data on behalf of a Controller.
1.18“Swiss Data Protection Act” means the Swiss Federal Act on Data Protection of 19 June 1992 (SR 235.1) and Ordinances SR 235.11 and SR 235.13, as amended and following the coming into force of its revised version of 25 September 2020 on 1 January 2023 (or at the later date subject to the legislative procedure), subject to such revised version, as amended, replaced, or superseded from time to time, insofar as these apply to the Processing of Personal Data.
1.19“UK GDPR” means s.3(10), 205(4) and the general processing provisions of the Data Protection Act of 2018, as updated, amended, replaced, or superseded from time to time.
1.20“US Data Protection Laws” means the following laws to the extent applicable to Personal Data and the provision of the Services once they become effective: the California Consumer Privacy Act (and California Privacy Rights Act once effective), Cal. Civ. Code § 1798.100 et seq.; and other materially similar U.S. laws that may be enacted and that apply to Personal Data from time to time.
2.Processing Activities
2.1.Customer and Ansarada agree that: (a) Customer is the Controller of Personal Data and Ansarada is the Processor of such data, except when Customer acts as a Processor of Personal Data on behalf a third-party Controller (“Third-Party Controller”), in which case Ansarada is a Subprocessor; and (b) this Addendum applies where and only to the extent that Ansarada Processes Personal Data on behalf of Customer as Processor or Subprocessor in the course of providing the Services.
2.2.The Customer agrees that: (a) it has obtained all relevant consents or ensured it has other lawful legal basis (as applicable), permissions and rights and provided all relevant notices necessary under Data Protection Rules for Ansarada to lawfully Process Personal Data in accordance with this Agreement including, without limitation, Customer’s sharing and/or receiving of Personal Data with third-parties via the Services; (b) it shall comply with, and is responsible for its Affiliates and invited Users’ compliance with applicable Data Protection Rules; and (c) its Processing instructions to Ansarada are consistent with Data Protection Rules and all instructions from Third-Party Controllers, if applicable.
2.3.Ansarada agrees to Process the Personal Data in accordance with: (a) this Addendum and the Agreement; (b) Customer’s written instructions as set forth in Appendix 1 of this Addendum; and (c) as may be communicated by the Customer from time to time, if required under Data Protection Rules. Any additional requested instructions require the prior written agreement of Ansarada.
2.4.To the extent Feedback and Usage Data (collectively for purposes of this paragraph only, “Data”) relate to an identified or identifiable person, the Parties agree that Ansarada: (a) will act as an independent “controller” and/or “business” (as such terms are defined under Data Protection Rules) with respect to such Data; and (b) shall process such Data only for its Business Operations and in compliance with all applicable Data Protection Rules. Customer agrees that it has obtained all relevant consents, permissions and rights and provided all relevant notices necessary under Data Protection Rules for Ansarada to lawfully process Data as an independent “controller” and/or “business” (as such terms are defined under Data Protection Rules) for Ansarada’s Business Operations.
2.5.If Ansarada believes that an instruction infringes upon Data Protection Rules, it will notify the Customer without undue delay. Where the Customer is acting as Processor, it shall be responsible for any notification, assistance or authorisation that may be required to be given to or received by its Third-Party Controller. Ansarada acknowledges, when acting as a Service Provider, it does not receive any Personal Data as consideration for the Services (as such terms are defined under US Data Protection Laws).
3.Duration and Termination of this Addendum
3.1.This Addendum is effective as of the Effective Date and shall remain in force during the term of the Agreement. This Addendum will terminate automatically with the termination or expiry of any Order Form.
3.2.Notwithstanding the termination of this Addendum, Ansarada shall continue to be bound by its obligation of confidentiality.
4.International Transfers
4.1 All Personal Data is stored at third-party hosting facilities as designated by Customer based on the regions outlined here: https://www.ansarada.com/subprocessors. Customer acknowledges that Ansarada may transfer Personal Data outside the designated region in performance of the Services; however, Personal Data will continue to be stored in that region . Ansarada will abide by the requirements of European Data Protection Laws regarding the collection, use, transfer, retention, and other processing of Personal Data from the EEA, United Kingdom, and Switzerland.
4.2 Unless transferred on the basis of an adequacy decision issued by the applicable national authority, or as otherwise allowed under Data Protection Rules, all transfers of Personal Data out of the EEA shall be governed by SCCs and Appendix 3 which is hereby incorporated into this Addendum and deemed signed by the Parties.
4.3 Unless transferred on the basis of an adequacy decision issued by the applicable national authority all transfers of Personal Data out of the United Kingdom shall be governed by IDTA and Appendix 4 which is hereby incorporated into this Addendum and deemed signed by the Parties.
5.Confidentiality and Security
5.1.Ansarada shall: (a) keep Personal Data confidential; and (b) ensure that its employees who Process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
5.2.Subject to the Data Protection Rules, Ansarada will implement appropriate operational, technical, and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access as described in Appendix 2.
5.3.Customer is solely responsible for making an independent determination as to whether the technical and organisational measures put in place by Ansarada meet Customer’s requirements, including any of its security obligations under applicable Data Protection Rules. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to Data Subjects) the security practices and policies implemented and maintained by Ansarada provide a level of security appropriate to the risk with respect to the Personal Data.
5.4.Ansarada will update the technical and organisational security measures in line with reasonable technological developments as determined by Ansarada.
6.Cooperation and Notification Obligations
6.1.The Parties will co-operate with each other to promptly and effectively handle enquiries, complaints, and claims relating to the Processing of Personal Data from any government authority or Data Subject.
6.2.If a Data Subject should apply directly to Ansarada to exercise his/her Personal Data rights, Ansarada will assist Customer with such request by forwarding this request to the Customer without undue delay if permitted by Data Protection Rules.
6.3.Unless prohibited by law, if the Personal Data is subject to a control, order, or investigation by public authorities, Ansarada will: (a) promptly notify the Customer; and (b) disclose Personal Data only to the extent that is strictly necessary and proportionate to satisfy the request and in compliance with Data Protection Rules. Upon Customer’s request, Ansarada will provide the public authorities with information regarding Processing under this Addendum as well as allow inspections within the scope stated in Section 7, as required by Data Protection Rules.
6.4.Ansarada will notify the Customer of a Personal Data Breach that is determined to affect Customer’s Personal Data without undue delay. Ansarada shall provide Customer with the information to reasonably assist Customer as required by Data Protection Rules.
6.5.Considering the nature of Processing and Personal Data, Ansarada will provide reasonable assistance to Customer with carrying out a data protection impact assessment and prior consultation under Data Protection Rules to the extent Customer is not able to carry these out independently.
7.Customer’s Audit and Inspection Rights
Upon Customer’s request, and subject to reasonable notice, time, place, frequency, and manner restrictions, and confidentiality requirements, Ansarada shall make available to Customer information necessary to demonstrate compliance with Ansarada’s obligations under the Addendum and applicable Data Protection Rules. Ansarada will allow for and contribute to audits, including inspections, conducted by Customer, or an independent third-party auditor appointed by Customer. To the extent Customer’s rights under this section cannot reasonably be satisfied through audit reports, documentation, or compliance information Ansarada makes generally available to its customers, Customer shall be responsible for all costs and fees related to such audit.
8.Use of Subprocessors
8.1Customer hereby acknowledges and provides general authorization for Ansarada to use Subprocessors to Process Personal Data. Ansarada’s current list of Subprocessors is available at https://www.ansarada.com/subprocessors. Ansarada shall: (a) ensure that any Subprocessors Process Personal Data only to deliver the Services Ansarada has retained them to provide; (b) impose on any Subprocessor contractual obligations relating to Personal Data no less protective than this Addendum; and (c) be liable for each Subprocessor’s compliance with such obligations.
8.2If Ansarada intends to appoint or replace a Subprocessor covered by this Addendum, at least sixty (60) days prior to allowing the new Subprocessor to Process Personal Data, Ansarada shall notify by updating its Subprocessor site giving Subscriber the opportunity to object to such changes on reasonable grounds related to data protection. If the parties are unable to achieve a resolution, Subscriber, as its sole and exclusive remedy, may provide written notice to Ansarada terminating the Order Form(s).
9.Return and Deletion of Personal Data
Upon Customer’s written request, Ansarada will return (in accordance with the Order Form) or destroy all Personal Data and copies thereof, unless applicable Data Protection Rules or another legal obligation require Ansarada to retain Personal Data for longer. Upon the request of the Customer, Ansarada will certify that this has been done.
10.Liability
Without prejudice to the rights or remedies available to Data Subjects under Data Protection Rules, the liability of the Parties and the limitation thereof, including any claim brought by an Affiliate, shall be in accordance with the Agreement.
Appendix 1: Processed Personal Data and Purposes
Personal Data are transferred and Processed for the following purposes:
•Secure online repository and data sharing for corporate transactions or internal business purposes.
Subject Matter and Nature of Processing:
•As described in the Agreement, Ansarada provides secure online repository tools for storing, managing, collaborating on, and distributing data and documents.
Categories of Personal Data:
The types of Personal Data are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:
•Names, address, company email address, company phone number, compensation and benefits, holiday and pension information, job titles and functions and potentially other types of Personal Data uploaded by Customer onto the Services.
Special Categories of Data (if applicable):
Subject to any applicable condition in the Agreement, the types of Special Categories of Data are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:
•None, unless otherwise identified by Customer.
Data Subjects:
The categories of Data Subjects to which Personal Data relate are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:
•Business information regarding current, past, and prospective owners, employees, agents, customers, advisors, business partner, contractors, and vendor data subjects.
Retention:
•All Personal Data is permanently deleted upon Customer’s written request.
Transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
•See paragraph 8 of the Addendum
Competent Supervisory Authority:
•The Dutch Data Protection Commissioner for the EU and Information Commissioner for the UK
Appendix 2
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
The following paragraphs outline the relevant security requirements, and how Ansarada implements the specific information security measure.
1.Measures for encryption of personal data
Personal Data is encrypted at rest and in-transit using industry standard encryption technologies, currently at rest using AES 256-bit encryption and In-transit via Transport Layer Security (TLS) 1.2 protocol, which shall be updated from time to time in line with reasonable technological developments as determined by Ansarada.
2.Measures for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and services
Ansarada is ISO 27001certified, ensuring that it maintains and enforces appropriate administrative, physical and technical safeguards to protect the integrity, availability and confidentiality of Customer’s Personal Data.
3.Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Ansarada has redundancy within the platform and maintains logs of system availability. Periodic backups are performed on datasets at frequencies that are informed by the criticality of the data. Ansarada has Disaster Recovery and Business Continuity Plans that are reviewed, updated, and tested periodically.
4.Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Ansarada completes code reviews of all changes to the platform. Vulnerability testing is performed in real time for code changes and penetration tests of the product platform are performed by a third-party on a bi-annual (6 monthly) basis.
5.Measures for user identification and authorisation
Access is governed by Ansarada’s access management standard that follows roles-based access controls. Access to Personal Data is provided only to personnel as strictly necessary for the sole purpose of satisfying Customer’s instructions. The Access Management Standard requires that (a) access rights be reviewed, updated, and approved by management on a regular basis, and (2) access rights be withdrawn within 24 hours of employee’s termination. Other types of relevant controls are password requirements, multi-factor authentication and restriction on removable media which are implemented at the corporate level.
6.Measures for the protection of data during transmission
Personal Data is encrypted in transit using industry standard encryption technologies, currently via Transport Layer Security (TLS) 1.2 protocol, which shall be updated from time to time in line with reasonable technological developments as determined by Ansarada.
7.Measures for the protection of data during storage
Personal Data is encrypted at rest using industry standard encryption technologies, currently AES 256-bit encryption, which shall be updated from time to time in line with reasonable technological developments as determined by Ansarada.
8.Measures for ensuring physical security of locations at which personal data are processed
Ansarada relies on cloud service providers for its data storage requirements. Information regarding each cloud service provider’s physical security protocols for its server locations are available at the following locations:
●Microsoft Azure:https://docs.microsoft.com/en-us/azure/security/fundamentals/physical-security
●Amazon Web Services: https://aws.amazon.com/trust-center/data-center/our-controls/#topic-1
●Oracle Corporation: https://www.oracle.com/corporate/security-practices/corporate/physical-environmental.html
All data centers hold ISO 27001:2013 and SOC 2 Type 2 certifications. With respect to Ansarada’s facilities, all offices require badge access.
9.Measures for ensuring event logging
Ansarada performs logging and monitoring that is centrally collected and normalised within its SIEM tool. Access is limited to personnel based on role and responsibility.
10.Measures for ensuring system configuration, including default configuration
Ansarada has standard build processes and applies CIS hardening standards.
11.Measures for internal IT and IT security governance and management
Ansarada maintains a robust information security management system governed by Ansarada’s ISMS Steering Committee that is responsible for implementing and maintaining a stable and secure environment.
12.Measures for certification/assurance of processes and products
Ansarada has maintained ISO 27001 certification since 2009.
13.Measures for ensuring data minimisation
Personal Data collected and processed will not be held or used unless necessary to provide the Services in compliance with the Service Agreement and Ansarada’s policies and Privacy Policy.
14.Measures for ensuring data quality
Ansarada utilises anti-malware software on all systems. Personal Data uploaded to the Website is scanned by Ansarada’s anti-malware software as part of the document processing activities that occur within the platform.
15.Measures for ensuring limited data retention
Personal Data is purged beginning 30 days from Customer’s written request.
16.Measures for ensuring accountability
All activities are tracked and reportable. Personnel complete training and acknowledge compliance with Ansarada’s code of conduct and policies annually. All personnel are required to agree to confidentiality obligations as a part of their employment agreement. Ansarada’s Code of Conduct is affirmed by all personnel on a yearly basis.
17.Measures for allowing data portability and ensuring erasure
Personal Data is hosted on servers as defined in the Service Agreement. Personal Data can be returned to clients via encrypted USB device, if requested. Deletion of Personal Data begins 30 days from Customer’s written request.
18.For transfers to (sub-) processors, also describe the specific technical and organizational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub- processor, to the data exporter
Ansarada maintains a Vendor Management Policy that details minimum vendor security standards necessary to store, process or transmit Personal Data that provides a baseline of control expectations for the evaluation of each vendor, conformance and risk acceptance based on the nature of the vendor relationship. Each in-scope vendor is required to sign contracts (DPA SCCs) that ensure the same level or protection to Ansarada as Ansarada obligations to Customer.
Appendix 3 – EU SCC Controller to Processor Transfers
Preamble
The SCCs are incorporated by reference to this Appendix 3 and the annexes to the SCCs as specified under Section 4 above, applies to the Processing of Personal Data by Ansarada in its role as a Processor as part of the provisions of the Services under the Agreement, between the Ansarada and Customer, where such Personal Data is Processed by Ansarada and/or an Ansarada Affiliate in a third country outside the EU/EEA that has not received an adequacy finding under European Data Protection Laws.
Only to the extent applicable with regards to the Processing of Swiss Personal Data, the Parties wish to clarify that (1) references to EU member states in the SCCs shall not be interpreted in such a way that Data Subjects in Switzerland are excluded from exercising their rights at their habitual residence in Switzerland, (2) these Clauses also protect data pertaining to legal entities as long as Swiss Federal Act of 19 June 1992 on Data Protection, as amended, including Ordinance of the FADP, remain in force; and that (3) the Swiss Regulator is the competent authority for the purposes of Agreement.
The parties shall agree on the following:
1.The parties agree to the following modifications in relation to the body of the SCCs:
a)Clause 7 (Optional docking clause): Not applicable.
b)Clause 9 (Use of sub-processors): Option 2.
c)Clause 11(a) (Redress): Optional provision shall not be applicable.
d)Clause 17 (Governing law): Option 1 shall apply, such that the EU Standard Contractual Clauses shall be governed by the law of the Netherlands; and
e)Clause 18 (Choice of forum and jurisdiction): The courts of Netherlands shall have jurisdiction.
2. The following annexes to the SCCs shall be incorporated and considered part of this Appendix 3:
•Annex I: (includes the List of Parties, Description of Transfer, and Competent Supervisory Authority) – as set in the Order Form, Addendum and Appendix 1 and Data Exporter and Data Importer as defined in SCCs shall mean the Customer and Ansarada respectively and as set in the Order Form.
•Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data – as set out in Appendix 2
•Annex III: List of sub-processors as set out in paragraph 8 of the Data Processing Addendum.
Appendix 4
EU Standard Contractual Clauses As Supplemented by the UK International Data Transfer Addendum in Accordance with UK GDPR
Preamble
The SCCs as supplemented by the IDTA (version B1.0) applies to the Processing of Personal Data by Ansarada in its role as a Processor as part of the provision of Services under the Agreement, between Ansarada and Customer, where such Personal Data is Processed by Ansarada and/or an Affiliate in a third country outside the United Kingdom that has not received an adequacy finding from the Information Commissioner’s Office or another competent UK Regulator where Customer is acting asExporter to the Ansarada acting as Importer.
The parties agree the following:
a.The content required in Tables 1 and 3 of the IDTA shall correspond to the respective content in the annexes of the SCCs, as supplemented by the Agreement
b.The Preamble of the SCCs (Appendix 3) shall be mirrored into Table 2 of the IDTA
c.Neither Party may end the IDTA
d.The IDTA shall be governed by the laws of England and Wales
e.The Mandatory Clauses of Part 2 of the IDTA shall automatically be incorporated into the Agreement.